Exhibit 4.1  Appendix 1  SERVICES
AGREEMENT  THIS AGREEMENTis
made as of January 1, 2009  B E T W E E N:  CELESTICA INC.,a corporation existing under the laws of the
Province of Ontario
(hereinafter referred to as Celestica)  -and-  ONEX CORPORATION,
a corporation existing under the laws of the Province of Ontario
(hereinafter referred to as Onex)  This Agreement witnesses that in
consideration of the respective covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties covenant and agree as follows:  1.Scope of
Services.  Onex hereby agrees to provide
to Celestica the services of Mr. Gerald W. Schwartz as a director of
Celestica, subject to his election as a director of Celestica at its annual
general meeting.  2.Fees.In
consideration of the services to be rendered by Onex as described herein,
Celestica shall pay to Onex a fee of USD 200,000.00 per year (the Fees) in
deferred share units (each, a DSU) payable in equal quarterly instalments in
arrears, as calculated in accordance with paragraph 2(a).  Each DSU will entitle Onex to receive, in
accordance with either paragraph 2(c) or 2(d), a subordinate voting share
of Celestica (a Share) or a cash payment equal to the value of a Share
following the date on which this Agreement terminates.  a.             DSU Calculation.  Onex shall receive: (i) in respect of
each fiscal quarter of services rendered under this Agreement, a number of DSUs
equal to the quarterly instalment of USD 50,000.00 divided by the closing price
of Shares on the New York Stock Exchange on the last trading day of the fiscal
quarter in respect of which the instalment is to be paid; or (ii) if this
Agreement is terminated during a fiscal quarter pursuant to section 5, a number
of DSUs equal to the pro-rated amount of such quarterly instalment that
reflects Mr. Schwartz actual period of service as a director of Celestica
from the commencement of the applicable fiscal quarter to the date of
termination of this Agreement divided by the closing price of Shares on the New
York Stock Exchange on the last trading day of the immediately preceding fiscal
quarter.  b.             DSU Account.  Celestica shall keep or cause to be kept
records for Onex, including an account (the Account) showing the number of
DSUs, as determined in accordance with paragraph 2(a), and in each case rounded
to two decimal places, that Onex has been granted.


c.             Delivery of Shares.  Subject to paragraph 2(d), on the date that
is 45 days following this Agreements effective date of termination, or the
following business day if such 45thday is not a
business day (Valuation Date), or as soon as practicable thereafter (but in
all cases within 90 days following the effective date of termination of this
Agreement), Celestica shall deliver to Onex the number of Shares that equals
the number of DSUs in Onexs Account on the Valuation Date, less such number of
Shares the value of which is sufficient to satisfy withholding taxes and source
deductions, if any.  Celestica shall, in
accordance with the instructions of Onex, deliver to Onex a certificate
representing such Shares, or credit such Shares to an account with a broker in
the name of Onex, as soon as practicable thereafter.  Onex shall comply with all applicable
securities regulations, and policies of Celestica, relating to the purchase and
sale of Shares.  d.             Cash Payment.  Celestica shall have the right, in its sole
discretion, to pay all or a portion of the value of the DSUs to Onex in a lump
sum cash payment in an amount equal to the product obtained by multiplying the
number of DSUs in Onexs Account on the Valuation Date by the closing price of
the Shares on the NYSE on the Valuation Date, less applicable withholding taxes
and source deductions if any, and in the event there is no public market for
the Shares, on the basis of a valuation of the market value of an equivalent
number of Shares.  Such lump sum cash
payment will be made on the Valuation Date, or as soon as practical thereafter
(but in all cases within 90 days following the effective date of termination of
this Agreement).  e.             Reorganizations.  In respect of Celestica, in the event of a (i) capital
reorganization, (ii) merger, (iii) amalgamation, (iv) offer for
shares of Celestica which if successful would entitle the offeror to acquire
all of the shares of Celestica or all of one or more particular class(es) of
shares of Celestica to which the offer relates, (v) sale of a material
portion of the assets of Celestica, (vi) arrangement or other scheme of
reorganization or proposed reorganization, or (vii) an increase or
decrease in the outstanding Shares as a result of a stock split, consolidation,
subdivision, reclassification or recapitalization but, for greater certainty,
not as a result of the issuance of Shares for additional consideration, by way
of a stock dividend or other distribution in the ordinary course or as a result
of a rights offering, Celestica may adjust the Account of Onex in such matter
as Celestica determines, in its discretion, is equitable to reflect such
event.  Any adjustment so made by
Celestica shall be conclusive and binding for all purposes of this Agreement,
and Onex shall have no other rights as a result of any change in the Shares or
of any other event.  3.Expenses.Celestica shall pay to Onex, as and when invoiced from time to time, the
reasonable out-of-pocket expenses payable to Mr. Schwartz in connection
with his services as a director of Celestica, in accordance with the Celestica
Director Expense Policy, as amended from time to time.  4.Term.This Agreement shall have an initial term beginning January 1, 2009
and ending December 31, 2009 and shall automatically renew for successive
one-year terms unless either Celestica or Onex provides notice of intent not to
renew, in writing, at least 60 days prior to the expiration of the then current
term.  2


5.Automatic Termination.This Agreement shall terminate automatically
and the rights of Onex to receive Fees (other than accrued and unpaid Fees)
will terminate (a) 30 days after the first day on which Onex ceases to
hold at least one multiple voting share in the capital of Celestica or any
successor company or (b) the date Mr. Schwartz ceases to be a director
of Celestica, for any reason.  6.Indemnification.  It is the parties understanding that
Celestica is not required to make any withholdings or deductions in relation to
payments hereunder. Should any  withholdings or deductions in relation to
payments be required by law at the time of payment, Onex shall indemnify
Celestica in respect of any and all liabilities and expenses in respect of any
failure of Celestica to make any such withholdings or deductions.  7.Notice.Any
notice required or permitted to be given under this Agreement and shall be
given by delivering the same or by sending it by facsimile transmissions, in
the case of Onex, to 161 Bay Street, 49thFloor, Canada
Trust Tower, Toronto, Ontario, M5J 2S1, Attention: Donald Lewtas, fax: (416) 362-5765
and, in the case of Celestica, to 12 Concorde Place, 5thFloor, Toronto, Ontario, M3C 3R8, Attention:
Chief Executive Officer, fax (416) 448-4758. 
A notice so given shall be deemed to have been given and received on the
business day on which it is delivered or sent by facsimile transmission.  Either party may change its address for
service from time to time by notice given in accordance with the foregoing.  8.Entire Agreement.This Agreement constitutes the entire
agreement between the parties hereto relating to the subject matter
hereof.  This Agreement may not be
amended or modified in any way except by the written consent of the parties
hereto.  9.Further Assurance.Each party shall from time to time and at all
times hereafter do such further acts and things and execute such further
documents and instruments as shall be reasonably required in order to perform
fully and carry out the terms of this Agreement.  10.Time of the Essence.Time shall be of the essence of this
Agreement.  11.Governing Law.This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein, and the parties hereto herby
irrevocably attorn to the non-exclusive jurisdiction of the courts of the
Province of Ontario.  12.Execution in Counterparts.This Agreement may be executed in
counterparts, each of which shall constitute an original, and all of which
taken together shall constitute one and the instrument.  13.No Effect on Directors Duties.Nothing herein affects Mr. Schwartz
obligations, duties, rights and powers as a director of Celestica.  3


IN WITNESS WHEREOF this Agreement has been
executed by the parties hereto as of the date first above written.  CELESTICA INC.by
  /s/ Craig MuhlhauserName:
  Craig MuhlhauserTitle:
  Chief Executive OfficerONEX CORPORATIONby
  /s/ Donald LewtasName:
  Donald LewtasTitle:
  Chief Financial Officer  4