Exhibit 4.6

EXECUTIVE EMPLOYMENT AGREEMENT

MEMORANDUM OF AGREEMENT made as of the 22nd day of July, 2004.

|BETWEEN |  |                                                                                                                                                |  |                    
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------
|        |  | CELESTICA INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the "Corporation"),                   |  |                    
|        |  |                                                                                                                                                |  | OF THE FIRST PART, 
|        |  | - and -                                                                                                                                        |  |                    
|        |  | CELESTICA INTERNATIONAL INC., a corporation incorporated under the laws of the Province of Ontario, (hereinafter included as the Corporation), |  |                    
|        |  |                                                                                                                                                |  | OF THE SECOND PART,
|        |  | - and -                                                                                                                                        |  |                    
|        |  | J. MARVIN MaGEE,of Toronto, Ontario (hereinafter called the "Executive"),                                                                      |  |                    
|        |  |                                                                                                                                                |  | OF THE THIRD PART. 

WHEREAS the Executive is President of the Corporation, and the Corporation wishes to continue to retain the services of the Executive to provide the services
hereinafter described and the Executive wishes to continue to provide the Executive's services to the Corporation as hereinafter set forth;

AND
WHEREAS the Corporation considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Corporation
and its shareholders;

AND
WHEREAS the Executive is a key management executive of the Corporation and is considered by the Corporation and the Board of Directors to be a valued employee of the Corporation who
has acquired outstanding and special skills and abilities and an extensive background in and knowledge of the Corporation's business and industry in which it operates;

AND
WHEREAS the Corporation recognizes the valuable services that the Executive has provided and is continuing to provide to the Corporation and believes that it is reasonable and fair
to the Corporation that the Executive receive fair treatment upon any termination of the Executive's employment, in the event of a Change in Control (as hereinafter defined) and upon any
termination of the Executive's employment during the Change in Control Period (as hereinafter defined);

AND
WHEREAS the Executive also acknowledges that the Executive's position has given and will give the Executive access to confidential information of substantial importance to the
Corporation, its subsidiaries and their businesses and that the compensation set out in this Agreement is, in part, in consideration for the covenants set out in Section 13;

AND
WHEREAS the Corporation and the Executive acknowledge that the compensation and benefits payable hereunder are reasonable having regard to all of the circumstances of the Executive's
employment with the Corporation and having regard to executives in similar circumstances in large global companies;

AND
WHEREAS the Board (as hereinafter defined) has determined that it would be in the best interests of the Corporation to induce the Executive to continue in the employ of the
Corporation by indicating, among other things, that in the event of a Change in Control, the Executive would have certain automatic and guaranteed rights;

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NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the parties agree as
follows:

1.     Interpretation

In this Agreement, unless the context otherwise requires or unless otherwise indicated, the following terms shall have the following meanings, respectively:





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2.     Position  Capacity and Services

The Executive shall continue to serve the Corporation and any subsidiaries of the Corporation in such capacity or capacities and shall perform such duties and
exercise such powers pertaining to the management and operation of the Corporation and any subsidiaries and associates of the Corporation (as those terms are defined in the Business Corporations Act(Ontario)) as may be determined from time to time by the Chief Executive Officer of the Corporation consistent with the office
of the Executive. It is acknowledged and agreed that the duties and responsibilities of the Executive may be adjusted from time to time by the Chief Executive Officer of the Corporation as the Chief
Executive Officer of the Corporation may determine to be appropriate in light of growth and other changes in the business and affairs of the Corporation and its subsidiaries and associates
(but not in such a manner as would constitute Good Reason or Good Reason
upon a Change in Control). Without limitation of the foregoing, the Executive shall occupy the office of President of the Corporation and shall:



3.     Reporting Procedures

The Executive shall report to the Chief Executive Officer of the Corporation. The Executive shall report fully to the Chief Executive Officer of the Corporation
on the Executive's scope of responsibility and advise to the best of the Executive's ability and in accordance with reasonable business standards on business matters that may arise within such scope
of responsibility from time to time.

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4.     Remuneration

(a)Annual Base Salary.The annual base salary (the "Annual Base Salary")
payable to the Executive for the Executive's services hereunder for the term of this Agreement shall be as determined by the Board from time to time, and shall be exclusive of bonuses, benefits and
other compensation. The Annual Base Salary shall be payable in equal bi-monthly instalments in arrears in accordance with existing practice, or in such other manner as may be mutually
agreed upon, less, in any case, any deductions or withholdings required by law.

(b)Additional Remuneration and Benefits.The Corporation shall provide the
Executive with employee benefits comparable to those provided by the Corporation from time to time to other senior executive officers of the Corporation and shall permit the Executive to participate
in any bonus plan, incentive plan, share option plan, share purchase plan, retirement plan, or similar plan offered by the Corporation from time to time to its senior executive officers in the manner
and to the extent authorized by the Board.

5.     Salary and Bonus Adjustments

The Chief Executive Officer of the Corporation shall review the compensation arrangements relating to the Executive at least once per calendar year, including the
Annual Base Salary, any executive bonus and any incentive plan(s) applicable to the Executive. If the Chief Executive Officer of the Corporation shall determine that it is advisable to do so,
the Chief Executive Officer of the Corporation may recommend to the Board that such compensation arrangements be reviewed and/or adjusted.

6.     Vacation

The Executive shall be entitled to paid vacation in each fiscal year of the Corporation in accordance with the Corporation's vacation policy for employees of the
Corporation (including the Executive) that is currently in effect, as it may change from time to time. The Executive's paid vacation is to be taken at a time approved in advance by the Chief Executive
Officer of the Corporation, which approval shall not be unreasonably withheld but shall take into account the staffing requirements of the Corporation and the need for the timely performance of the
Executive's responsibilities. In the event that the Executive decides not to take all the vacation to which the Executive is entitled in any fiscal year, the Executive's entitlement to take any such
vacation in the next following fiscal year shall be determined in accordance with the Corporation's vacation policy for employees of the Corporation (including the Executive) in effect from time to
time.

7.     Expenses

The Executive shall be reimbursed for all reasonable travel and out-of-pocket expenses actually and properly incurred by the Executive
from time to time in connection with carrying out the Executive's duties hereunder. For all such expenses the Executive shall furnish to the Corporation originals of all invoices, receipts or
statements in respect of which the Executive seeks reimbursement as and when required by the Corporation's normal procedures for the submission of expense reports by employees of the Corporation.

8.     Relocation

The location at which the Executive shall normally be required to attend for the purposes of performing his employment duties shall not, without the prior consent
of the Executive, be located more than 100 kilometres outside the City of Toronto, except that this provision shall not be taken to limit the obligation of the Executive to undertake such
reasonable business travel from time to time as is concomitant with the duties and office of the Executive.

9.     Continuation of Employment upon a Change in Control

Upon a Change in Control, the Corporation agrees to continue the Executive in its employ, in accordance with the terms and provisions of this Agreement, on the
same terms and conditions which were in effect immediately prior to the Change in Control or on such other terms as may be subsequently agreed upon in writing between the Corporation and the
Executive.

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10.   Vesting of Options, Stock Appreciation Rights, Performance-Contingent Options and Performance Units

(a)Options and Stock Appreciation Rights.Upon a Change in Control or upon
termination of the Executive's employment without cause during the Change in Control Period or voluntary termination by the Executive of the Executive's employment for Good Reason during the Change in
Control Period, all unvested and unexercised Options and Rights granted to the Executive shall vest immediately and shall become exercisable in accordance with the terms of each such Option or Right
or the plan governing each such Option or Right.

(b)Performance-Contingent Options.Upon a Change in Control or upon termination of
the Executive's employment without cause during the Change in Control Period or voluntary termination by the Executive of the Executive's employment for Good Reason during the Change in Control
Period, all unvested and unexercised Performance-Contingent Options granted to the Executive shall become eligible for vesting and shall vest immediately, the extent of such vesting to occur in
accordance with the terms governing vesting on change of control set out in the Board resolution authorizing the grant of such Performance Contingent Options or such other, more favourable, terms as
the Board, acting in its discretion, may determine, and shall become exercisable in accordance with the terms of each such Performance-Contingent Option or the plan governing each such
Performance-Contingent Option.

(c)Performance Units.Upon a Change in Control or upon termination of the
Executive's employment without cause during the Change in Control Period or voluntary termination by the Executive of the Executive's
employment for Good Reason during the Change in Control Period, all Performance Units allocated to the Executive under the LTIP shall be issued or provided in the form of Shares to the Executive.

11.   Termination

(a)Termination for Cause.The Corporation may terminate the employment of the
Executive for Cause without notice or any payment in lieu of notice.

(b)Termination on Disability or Death.The Executive's employment hereunder may be
immediately terminated by the Corporation by notice to the Executive if the Executive becomes permanently disabled ("Permanently Disabled"). The Executive shall be deemed to have become Permanently
Disabled if in any year during the period of the Executive's employment with the Corporation pursuant hereto (the "Employment Period"), because of ill health, physical or mental disability, or
for other causes beyond the control of the Executive, the Executive has been continuously unable or unwilling or has failed to perform the Executive's duties for 120 consecutive days, or if,
during any year of the Employment Period, the Executive has been unable or unwilling or has failed to perform the Executive's duties for a total of 180 days, consecutive or not. The term "any
year of the Employment Period" means any period of 12 consecutive months during the Employment Period. This Agreement shall terminate automatically without notice upon the death of the
Executive.

(c)Resignation by the Executive.The Executive may resign the Executive's
employment with the Corporation at any time upon giving sixty (60) days' written notice to the Corporation. The Corporation may waive such notice in whole or in part. If the Executive resigns
the Executive's employment, the Corporation shall have no further obligations or responsibilities hereunder to the Executive.

12.   Severance Payments and Entitlements

(a)Termination for Cause.Upon termination of the Executive's employment for Cause
as described in Section 11(a), the Executive shall not be entitled to any payments other than the unpaid Annual Base Salary earned by the Executive before the Date of Termination
calculatedpro rataup to and including the Date of Termination together with any payment for notice or severance to which the Executive is
entitled under the applicable employment legislation in force from time to time. The Executive's Options, Performance Contingent Options, Performance Units and Rights granted under the LTIP terminate
effective the Date of Termination and may not be exercised thereafter.

(b)Termination on Disability or Death.Upon termination of the Executive's
employment by reason of the Executive becoming Permanently Disabled or on the death of the Executive as described in section 11(b), except as otherwise provided under the ESPO Plan, the
LTIP, or under the Corporation's applicable incentive plans, life

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insurance,
pension plan, medical, dental, health and accident and disability plans and pension and retiree benefit plans, the Executive or, in the case of death, the Executive's family, shall not be
entitled to receive any payments other than the unpaid Annual Base Salary earned by the Executive to the date of the Executive becoming Permanently Disabled or the date of the Executive's death and,
in the event of the Executive's death, that portion, if any, of the Executive's annual bonus that would be paid out in accordance with the Corporation's policy with respect to same in effect at the
date of the Executive's death. Notwithstanding the foregoing, nothing in this provision shall affect the Executive's right to claim or receive death or disability benefits provided for in
section 4(b) of this Agreement.

(c)Termination without Cause or for Good Reason.Upon (i) termination of
the Executive's employment without Cause or (ii) voluntary termination by the Executive of the Executive's employment for Good Reason:

|(i)  |  | the Executive shall be entitled to receive, and the Corporation shall pay to the Executive, in lieu of two years' notice of termination, the aggregate of the following amounts (less any deductions required by law):
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  | (A)                                                                                                                                                                                                                   
|     |  | (B)                                                                                                                                                                                                                   
|     |  | (C)                                                                                                                                                                                                                   
|(ii) |  | (A)                                                                                                                                                                                                                   
|     |  | (B)                                                                                                                                                                                                                   



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If Date of Termination occurs in:

% of related Performance Units to be issued or provided in the form of Shares:1st Year following Date of Grant

331/3%2nd Year following Date of Grant

662/3%3rd Year following Date of Grant

100%; and,




(d)Termination During the Change in Control Period or for Good Reason During the Change in Control
Period.Upon (i) termination of the Executive's employment by the Corporation during the Change in Control Period other than for Cause or
(ii) voluntary termination by the Executive of the Executive's employment for Good Reason upon a Change in Control:

|(i)  |  | in lieu of notice, the Corporation shall pay to the Executive the aggregate of the following amounts (less any deductions required by law):
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|     |  | (A)                                                                                                                                        
|     |  | (B)                                                                                                                                        
|     |  | (C)                                                                                                                                        
|(ii) |  | (A)                                                                                                                                        
|     |  |                                                                                                                                            

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| |  | (B) |  | at the Executive's request, the Corporation will make a cash payment in an amount equal to the then estimated net present value (as determined by the Board, acting reasonably, assuming that the Executive would be employed by the Corporation for
the ensuing three years and using as a discount rate the Corporation's cost of funds under its principal bank working capital credit lines) of such benefits for the three-year period following the Date of Termination;
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(e)Pension Payable on or Following a Change in
Control.Upon (i) termination of the Executive's employment other than for Cause or, (ii) voluntary termination by the Executive of
the Executive's employment for Good Reason at any time on or following a Change in Control, in addition to any payments and entitlements to which the Executive is entitled to under
section 12(d) above, notwithstanding anything to the contrary
contained in the Celestica Retirement Plan (the "Plan") or the Celestica Supplementary Retirement Plan (the "SERP"), the Corporation shall maintain its contributions on behalf of the
Executive under the defined contribution provision of the Plan and its notional contributions under the defined contribution provision of the SERP at the rate in effect as at the Date of Termination
and the Corporation shall continue to credit the Executive with both investment earnings and notional earnings on such contributions until June 1, 2007.

(f)Notice of Termination by the Executive for Good Reason or Good Reason upon a Change in
Control.Any termination of employment by the Executive for Good Reason or for Good Reason upon a Change in Control shall: be communicated in
writing by the Executive; indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail any facts and circumstances claimed to provide a basis for
the termination of the Executive's employment under the provision so indicated; and, be delivered within sixty (60) days of the act or failure to act giving rise to the Good Reason or Good
Reason upon a Change in Control. The Executive shall not be required to report to work or perform services for the Corporation subsequent to the Corporation's receipt of the Executive's notice of
termination.

(g)Executive Entitlement When Dispute.All amounts payable, benefits due or owed
or amounts payable in lieu of benefits under Section 12 shall, unless otherwise specifically provided, be paid by the Corporation to the Executive within thirty days of the Date of Termination,
notwithstanding that the Corporation may dispute the Executive's entitlement to such amounts. The Executive is entitled to receive all amounts owing under Section 12, and the Corporation
shall not initiate any injunctive proceedings in a court of competent jurisdiction or any arbitration proceeding pursuant to Section 18 to prevent the Executive from enforcing his right
to receive such amounts, and should the Corporation initiate any proceeding disputing the Executive's entitlement to such amounts, the Corporation agrees to continue to provide such amounts to the
Executive in accordance with the terms of this Agreement, pending final resolution of the dispute by an arbitrator pursuant to Section 18 (it being

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acknowledged
and agreed by the parties that a court of competent jurisdiction can issue only an interim injunction on the question of the Executive's entitlements under Section 12).

13.   Confidentiality, Non-Solicitation and Non-Competition



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14.   Return of Materials

All files, forms, brochures, books, materials, written correspondence, memoranda, documents, manuals, computer disks, software products and lists (including lists
of customers, suppliers, products and prices) pertaining to the business of the Corporation or any of its subsidiaries and associates that may come into the possession or control of the Executive
shall at all times remain the property of the Corporation or such subsidiary or associate, as the case may be. On termination of the Executive's employment for any reason, the Executive agrees to
deliver promptly to the Corporation all such property in the possession of the Executive or directly or indirectly under the control of the Executive. The Executive agrees not to make for the
Executive's personal or business use or that of any other party, reproductions or copies of any such property or other property of the Corporation or any of its subsidiaries or associates.

15.   Duty to Mitigate

The Executive shall not be subject to any duty or obligation to seek alternate employment or other sources of income or benefits, or to mitigate the Executive's
damages, or to any similar duty or obligation and any compensation earned by the Executive after the Date of Termination shall not be deducted from any payments to be made to the Executive pursuant to
this Agreement following or as a result of: (a) voluntary termination by the Executive of the Executive's employment for Good Reason or Good Reason during the Change in Control Period; or,
(b) termination of the employment of the Executive by the Corporation other than for Cause.

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16.   Further Assurances

Each of the Corporation and the Executive agrees to execute and deliver all such documents and to do all such acts and things as the other party may reasonably
request and as may be lawful and within its powers to do or to cause to be done in order to carry out and/or implement the provisions or intent of this Agreement, including, without limitation,
seeking all such governmental, regulatory and other third party approvals as may be necessary or desirable. Without limiting the generality of the foregoing, the Corporation agrees to execute and
deliver all such documents and to do all such acts and things as the Executive may reasonably request and as may be lawful and within the power of the Corporation to do or cause to be done in order to
minimize any tax consequences to the Executive or his estate or his legal personal representatives in respect of the payment or performance by the Corporation of the obligations of the Corporation
upon or in respect of payments or actions required to be made or taken by or on behalf of the Corporation in the event of termination of the Executive's employment hereunder; provided that the
Corporation shall in no way be prejudiced thereby.

17.   Governing Law

The Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

18.   Arbitration Clause

(a)  With
the exception of Article 13, where there is any dispute as to any provision of this Agreement and the Executive and the Corporation are unable to come to a
mutual agreement within a period of 10 days from the date on which one party advises the other party, in writing, of the dispute, within 10 days after the expiry
of such period, either party may give written notice of the issue on which a mutual decision has not been made to an arbitrator selected from (c) below, with a copy of the notice to the other
party.

Upon
receipt of such notice, the arbitrator will contact each of the parties and attempt to resolve the matter within 5 days of receipt of the notice, failing which the arbitrator
shall schedule a hearing to commence within 90 days thereafter, that hearing to conclude and the decision to be rendered within 120 days (or such later time as agreed upon
between the parties) thereafter.

It
is understood and agreed the arbitrator shall have the sole discretion to establish a procedure for the conduct of the arbitration, provided only that such procedure shall give to
each party an opportunity to state and argue their respective positions, either in writing or orally in the presence of the arbitrator and each other party and whether with or without reply or
rejoinder. The decision of the arbitrator shall be final and binding.

Any
arbitration pursuant to this clause shall be in accordance with theArbitrations Act (Ontario).

(b)  It
is understood that the Executive and the Corporation would prefer to avoid litigation due to a possible breach of Article 13, upon the acceptance of a new
position by the Executive. As a result, the parties agree that where the Executive is considering a new position, particularly following termination of employment, the Executive may seek the prior
agreement of the Corporation that such new position is not with a competitor of the Corporation. Where there is a disagreement as to whether this new position is with a competitor of the Corporation
(and the Executive has not accepted any offer and commenced employment in respect thereof), the parties agree to have this issue finally determined on an expedited basis by an agreed upon
arbitrator as set out in (c) below. The process and authority of the arbitrator shall be as described above, except that in this case only the hearing must be concluded and the decision
rendered within 30 days of the arbitrator receiving notice of the dispute.

(c)  For
the purpose of this Agreement, the parties agree that any one of the following can be selected as the arbitrator: Mr. Justice George Adams, William Kaplan,
Maureen K. Saltman or Daniel J. Baum, or any other arbitrator the parties mutually agree upon should none of these arbitrators be available within the timelines set out herein.

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19.   Severability

With the exception of Section 13, if any provision of the Agreement, including the breadth or scope of such provision, shall be held by an arbitrator
pursuant to Section 18 to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining
provisions, or part thereof, of this Agreement and such remaining provisions, or part thereof, shall remain enforceable and binding.

20.   Representations and Warranties

The Executive represents and warrants to the Corporation that the execution and performance of this Agreement will not result in or constitute a default, breach,
or violation, or an event that, with notice or lapse of time or both, would be a default, breach, or violation, of any understanding, agreement or commitment, written or oral, express or implied, to
which the Executive is a party or by which the Executive or the Executive's property is bound. The Executive shall defend, indemnify and hold the Corporation harmless from any liability, expense or
claim (including solicitor's fees incurred in respect thereof) by any person in any way arising out of, relating to, or in connection with any incorrectness or breach of the representations and
warranties in this Section 20.

21.   Rights and Waivers

All rights and remedies of the parties are separate and cumulative, and none of them, whether exercised or not, shall be deemed to be to the exclusion of any
other rights or remedies or shall be deemed to limit or prejudice any other legal or equitable rights or remedies which either of the parties may have.

22.   Waiver

Any purported waiver of any default, breach or non-compliance under this Agreement is not effective unless in writing and signed by the party to be
bound by the waiver. No waiver shall be inferred from or implied by any failure to act or delay in acting by a party in respect of any default, breach or non-observance or by anything done
or omitted to be done by the other party. The waiver by a party of any default, breach or non-compliance under this Agreement shall not operate as a waiver of that party's rights under
this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).

23.   Time of Essence

Time shall be of the essence of this Agreement in all respects.

24.   Headings

The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or
interpretation of this Agreement.

25.   Full Satisfaction

The terms set out in this Agreement, provided that such terms are satisfied by the Corporation, are in lieu of (and not in addition to) and in full
satisfaction of any and all other claims or entitlements which the Executive has or may have upon the termination of the Executive's employment and the compliance by the Corporation with these terms
will effect a full and complete release of the Corporation and its parent and their respective affiliates, associates, subsidiaries and related companies from any and all claims which the Executive
may have for whatever reason or cause in connection with the Executive's employment and the termination of it, other than those obligations specifically set out in this Agreement. In agreeing to the
terms set out in this Agreement, the Executive specifically agrees to execute a formal release document to that effect and will deliver upon request appropriate resignations from all offices and
positions with the Corporation and its parent and their respective affiliated, associated subsidiary or affiliated companies if, as and when requested by the Corporation upon termination of the
Executive's employment within the circumstances contemplated by this Agreement.

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26.   Successors; Binding Agreement

The Corporation will require any successor (whether direct or indirect, by purchase, amalgamation, arrangement, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be
required to perform it if no such succession had taken place. Failure of the Corporation to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement
and shall entitle the Executive to compensation from the Corporation in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive were terminated in
circumstances giving rise to the payment of benefits pursuant to Section 12 hereof except that for purposes of implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. The foregoing shall not in any way limit the rights of the Executive hereunder if such succession constitutes a Change in Control. As used in this
Agreement, "Corporation" shall mean the Corporation as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this
paragraph or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

27.   No Assignment

The Executive may not assign, pledge or encumber the Executive's interest in this Agreement nor assign any of the rights or duties of the Executive under this
Agreement without the prior written consent of the Corporation.

28.   Statutory Deductions and Withholdings

All payments provided to the Executive pursuant to this Agreement are subject to necessary statutory deductions and withholdings.

29.   Successors

This Agreement shall be binding on and enure to the benefit of the successors and assigns of the Corporation and the heirs, executors, personal legal
representatives and permitted assigns of the Executive.

30.   Entire Agreement

This Agreement contains the entire understanding of the Executive and the Corporation with respect to employment of the Executive and supersedes any and all prior
understandings, written or oral. This Agreement may not be amended, waived, discharged or terminated orally but only by an instrument in writing executed by both parties.

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31.   Notices

Any notice or other communication required or permitted to be given hereunder shall be in writing and either delivered by hand or sent by courier. If delivery by
hand or by courier, notice shall be deemed to have been received at the time it is delivered or received. Notices shall be addressed as follows:





32.   Legal Advice

The Executive hereby represents and warrants to the Corporation and acknowledges and agrees that the Executive had the opportunity to seek and was not prevented
nor discouraged by the Corporation from seeking independent legal advice prior to the execution and delivery of this Agreement and that, in the event that the Executive did not avail himself or
herself of that opportunity prior to signing this Agreement, the Executive did so voluntarily without any undue pressure and agrees that the Executive's failure to obtain independent legal advice
shall not be used by the Executive as a defence to the enforcement of the Executive's obligations under this Agreement. The Corporation agrees to reimburse the Executive for the reasonable legal fees
incurred by the Executive in obtaining such legal advice.

IN
WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the date first above written.

|                                                                                                        |  |             |  | CELESTICA INC.                   
|------------------------------------------------------------------------------------------------------- |  | ----------- |  | ---------------------------------
|                                                                                                        |  |             |  | by                               
|                                                                                                        |  |             |  | CELESTICA INTERNATIONAL INC.     
|                                                                                                        |  |             |  | by                               
|                                                                                                        |  |             |  |                                  
|                                                                                                        |  |             |  |                                  
|                                                                                                        |  |             |  |                                  
|SIGNED, SEALED & DELIVERED
in the presence of:
/s/ELIZABETH L. DELBIANCOWitness: Elizabeth L. DelBianco |  | )
)
)
)
)
) |  | /s/J. MARVIN MAGEEJ. Marvin MaGee

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