Exhibit 4.6  EXECUTIVE EMPLOYMENT AGREEMENT  MEMORANDUM OF AGREEMENT amended and restated
as of the 1st day of January, 2008.  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   ELIZABETH
L. DELBIANCO, of Toronto,
Ontario (hereinafter called the Executive),  OF
THE THIRD PART.  WHEREAS the Executive is Executive Vice
President, Chief Legal and Administrative Officer and Corporate Secretary 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;  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:  (a)Annual Base Salary shall have the meaning set out in section 4(a) of
this Agreement;  (b)Board means the Board of Directors of Celestica Inc.;  (c)Cause means the occurrence of any of the following:  (i)wilful and continued
failure by the Executive to substantially perform the Executives duties (other
than any such failure resulting from the Executives incapacity due to physical
or mental illness or the Executive becoming Permanently Disabled) after a
demand for substantial performance is delivered in writing to the Executive
from the Chief Executive Officer of the Corporation or the person performing
the functions of the chief executive officer, which specifically identifies the
manner in which the Executive has not substantially performed the Executives
duties and specifically identifies the manner in which such failure might be
corrected, granting the Executive a period of thirty (30) days in which to
effect such correction;  2


(ii)wilful engaging by the
Executive in gross misconduct which is demonstrably and materially injurious to
the Corporation, monetarily or reputationally;  (iii)the
conviction of the Executive of a criminal offence involving dishonesty, fraud
or other moral turpitude;  (iv)the receipt by or on behalf of the Executive or any member of the
Executives immediate family (other than in his or her capacity as a
shareholder of the Corporation) of any personal profit arising out of or in
connection with a transaction to which the Corporation is a party without
making disclosure to and obtaining the prior written consent of the
Corporation;  (v)the failure by the Executive to honor the Executives fiduciary duties
to the Corporation; or,  (vi)the failure
by the Executive to follow the direct written instructions of the Chief
Executive Officer, provided that such instructions are not contrary to
applicable law or generally accepted moral standards of business conduct,  provided that for purpose of subparagraphs (i) and
(ii) of this definition, no act or failure to act by the Executive shall
be considered wilful unless done or omitted to be done by the Executive in
bad faith and without reasonable belief that the Executives action or omission
was in the best interests of the Corporation;  (d)Change in Control means the occurrence of any of the following
after the date hereof:  (i)the acquisition by any
person or entity of beneficial ownership of securities of the Corporation
which, directly or following conversion or exercise thereof, would entitle the
holder thereof to cast more than 50% of the votes attaching to all securities
of the Corporation which may be cast to elect directors of the Corporation,
other than the additional acquisition of securities by a person or entity
beneficially owning such number of securities on the date hereof;  (ii)the consummation of an
amalgamation, arrangement, merger or other consolidation of the Corporation
with another corporation or a sale of all or substantially all of the assets of
the Corporation to another corporation pursuant to which, and such that, all
the persons who, immediately prior to such consummation, beneficially owned all
of the securities of the Corporation which could be cast to elect directors of
the Corporation, immediately thereafter do not beneficially own securities of
the successor or continuing corporation or corporation acquiring the assets
which would  3


entitle such persons, directly or following
conversion or exercise thereof, to cast more than 50% of the votes attaching to
all securities of such corporation which may be cast to elect directors of that
corporation (other than any such amalgamation, arrangement, merger or
combination or sale of all or substantially all of the assets which is proposed
or initiated, directly or indirectly, by the Executive (other than solely in
the Executives capacity as an executive or member of the Board acting in the
best interests of the Corporation) or any corporation controlled by the
Executive); or  (iii)Incumbent Directors ceasing
to constitute a majority of the Board as a consequence of the solicitation of
proxies through a proxy circular by persons other than management;  (e)Change in Control Period
means the Potential Change in Control Period and the three year period after a
Change in Control;  (f)Corporation shall have
the meaning first set forth above;  (g)CSUP means, as applicable
in the circumstances, the Celestica Share Unit Plan made as of December 9,
2004 and as amended from time to time and any other plan providing for equity
or equity-based incentives or compensation other than the ESPO Plan or the
LTIP;  (h)CSUP Rights shall mean
the Executives entitlements and rights under and determined in accordance with
CSUP or failing such provisions, in accordance with the terms in respect of the
change in control or termination set out in the Board resolution authorizing
the grant of such incentive or compensation, or such other, more favourable
terms, that the Board, acting in its discretion, may determine;  (i)Date of Grant shall have
the meaning given to such term in the LTIP;  (j)Date of Termination
means the date of termination of the employment of the Executive by the Corporation
or the date on which the Executive provides notice to the Corporation of the
termination of the Executives employment for Good Reason or Good Reason upon
Change in Control and for greater certainty, any such date of termination shall
be considered to be the last date on which the Executive is actively at work
and shall not be considered to extend to a later date by virtue of any
statutory, contractual or common law notice period;  (k)Employment Period shall
have the meaning set out in section 11(b) of this Agreement;  (l)ESPO Plan means, as
applicable in the circumstances, the Corporations Employee Share Purchase and
Option Plan made as of March 24, 1997, as  4


amended and restated on November 8,
2000, and as may be further amended from time to time, or the Corporations
Canadian Employee Share Purchase and Option Plan made as of March 23,
1998, as amended and restated on November 8, 2000, and as may be further
amended from time to time;  (m)ESPO Option means an option to purchase shares in the capital of
the Corporation granted under an ESPO Plan, which options have all vested as of
the date of this Agreement;  (n)Executive shall have the meaning first set forth above;  (o)Good Reason for the voluntary termination by the Executive of the
Executives employment shall mean the occurrence (without the Executives
express written consent) of any one of the following acts by the Corporation,
or failure by the Corporation to act, unless, in the case of any act or failure
to act described in subsection (i), (v), (vi) or (viii) below, such
act or failure to act is corrected prior to the Date of Termination:  (i)the assignment to the
Executive of any duties inconsistent in any material adverse respect with the
Executives position, authority, duties or responsibilities as they exist
immediately prior to the time of such assignment, or the diminution or adverse
alteration in any material adverse respect of such position, authority, duties
or responsibilities, excluding, for this purpose, any lateral transfer of the
Executive and excluding an isolated, insubstantial and inadvertent action not
taken in bad faith and which is remedied by the Corporation promptly after
receipt of notice thereof given by Executive;  (ii)any reduction in the
Executives rate of Annual Base Salary, or any reduction in the Executives
total cash and stock compensation opportunities, including Annual Base Salary
and incentives, for any fiscal year to less than 100% of the total cash and
stock compensation opportunities made available to the Executive immediately
prior to the time of such reduction, except as determined by the Board in good
faith and consistent with past practice and current market conditionsor failure by the Corporation to provide the Executive with
total cash and stock compensation opportunities in accordance with any
agreement between the Executive and the Corporation;  (iii)the relocation of the
Executives principal place of employment to a location more than 100
kilometres outside the City of Toronto except for required travel on the
Corporations business to an extent substantially consistent with the Executives
present business travel obligations;  5


(iv)the failure by the
Corporation to pay to the Executive any portion of the Executives current
compensation within seven days of the date such compensation is due;  (v)the failure by the
Corporation to continue to effect any compensation plan in which the Executive
participates immediately prior to the time of such failure which is material to
the Executives total compensation, unless an equitable arrangement (embodied
in an ongoing substitute or alternative plan) has been made with respect to
such plan, or the failure by the Corporation to continue the Executives
participation therein (or in such substitute or alternative plan) on a basis
not materially less favourable, both in terms of the amount or timing of
payment of benefits provided and the level of the Executives participation
relative to other participants, as existed immediately prior to the time of
such failure;  (vi)save and except where the
Corporation implements a change to the benefits referred to in this paragraph
that applies to all of the Corporations employees in receipt of the benefit,
the failure by the Corporation to continue to provide the Executive with
benefits substantially similar to those enjoyed by the Executive under any of
the Corporations pension, life insurance, medical, dental, health and accident
or disability plans, programs or arrangements in which the Executive is
participating immediately prior to the time of such failure or the taking of
any other action by the Corporation which would directly or indirectly materially
reduce any of such benefits or deprive the Executive of any material fringe
benefit enjoyed by the Executive immediately prior to the time of the taking of
such action, or the failure by the Corporation to continue to provide the
Executive with the number of paid vacation days to which the Executive is
entitled on the basis of years of service with the Corporation in accordance
with the Corporations normal vacation policy in effect immediately prior to
the time of such failure;  (vii)the failure by the
Corporation to obtain the assumption of the agreement to perform this Agreement
by any successor as contemplated in Section 26 hereof; or,  (viii)any other purported
termination by the Corporation of the Executives employment other than for
Cause.  (p)Good Reason Upon A Change in Control for the voluntary termination
by the Executive of the Executives employment shall mean:  (i)the occurrence of any of
the acts or failure to act of the Corporation set out in Section 1(m)(i) through
(viii) inclusive, unless, in the case of any act or failure to act
described in Section 1(m)(i), m(v), m(vi) or m(viii), such act  6


or failure to act is corrected prior to the
Date of Termination, where such acts or failure to act occurs during the Change
in Control Period; or  (ii)any breach of this
Agreement by the Corporation during the Change in Control Period;  (q)Incumbent Director means any member of the Board who was a member
of the Board immediately prior to the occurrence of a transaction, transactions
or elections giving rise to a Change in Control (other than a transaction
approved by the Board) and any successor to an Incumbent Director who is
recommended or elected or appointed to succeed an Incumbent Director by the
affirmative vote of a majority of the Incumbent Directors then on the Board;  (r)LTIP means the Corporations Long-Term Incentive Plan made as of June 28,
1998, as amended and restated as of October 16, 2002, and as may be
further amended from time to time;  (s)Option means an option to purchase shares in the capital of the
Corporation, and includes options granted under the LTIP  and/or any other future plans but does not
include options granted under an ESPO Plan;  (t)Performance-Contingent Options means options granted under the
LTIP and/or any other future plans, the vesting of which is determined in
accordance with the achievement of performance targets established by the Board
of Directors at the time of the grant of the options;  (u)Performance Units shall have the meaning given to such term in the
LTIP;  (v)Permanently Disabled shall have the meaning set out in section 11(b) of
this Agreement;  (w)Potential Change in Control shall be deemed to have occurred if
any one of the following occurs:  (i)the Corporation enters
into a binding agreement, the consummation of which would result in the
occurrence of a Change in Control;  (ii)the Corporation publicly
announces an intention to take or to consider taking action which, if
consummated, would constitute a Change in Control; or  (iii)the Board adopts a
resolution to the effect that, for purposes of this Agreement, a Potential
Change in Control has occurred;  (x)Potential Change in
Control Period shall commence upon the occurrence of a Potential Change in
Control and shall lapse immediately following the first to occur of:  7


(i)a Change in Control; or  (ii)the first anniversary of the occurrence of a Potential Change in
Control;  (y)Right means a stock appreciation right and includes stock
appreciation rights granted under the LTIP and/or any other future plans;  (z)Shares shall have the meaning given to such term in the LTIP;  (aa)Target Bonus means eighty  percent
(80%)  of the Executives Annual Base
Salary or such higher percentage of the Executives Annual Base Salary as may
be approved by the Board from time to time;  (bb)Trade Secrets shall have the meaning set out in section 13(a) of
this Agreement; and  (cc)Year shall have the meaning given to such term in the LTIP.  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 Senior Vice President, Chief Legal Officer
and Corporate Secretary of the Corporation and shall:  (a)devote all of the Executives
business time and attention and the Executives best efforts to the business
and affairs of the Corporation, provided however, that the Executive may serve
as a member of a board of directors of an entity if the Board, or an
appropriate committee thereof, determines in its sole discretion that such
membership is not averse to the interests of the Corporation;  (b)perform those duties that may reasonably be assigned to the
Executive diligently and faithfully to the best of the Executives abilities
and in the best interests of the Corporation; and  (c)use the Executives best efforts to promote the interests and
goodwill of the Corporation.  8


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.  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.  9


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


(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.  (d)           CSUP 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, the change of control provisions of
the CSUP shall be deemed to be triggered and the Executive shall be entitled to
the Executives CSUP Rights in respect thereto.  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 calculated pro rata
up 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 and any
CSUP Rights terminate effective the Date of Termination and may not be
exercised thereafter.  11


(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, the CSUP or under the Corporations
applicable incentive plans, life 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)if not theretofore paid,
that portion of the Annual Base Salary earned by or payable to the Executive
during the then current fiscal year of the Corporation for the period to and
including the Date of Termination, together with all benefits payable to the
Executive through to and including the Date of Termination under the terms of
the Corporations benefit plans, programs or arrangements as in effect
immediately prior to the Date of Termination;  (B)a pro rated portion of the
Executives Target Bonus calculated by multiplying (1) the Target Bonus by
(2) a fraction, the numerator of which is the number of days in the
applicable fiscal year through to and including the Date of Termination and the
denominator of which is 365; and  (C)a lump sum payment in cash
equal to two times the sum of (1) the Annual Base Salary at the Date of
Termination, and (2) the Executives Target Bonus;  (ii)(A)the
Corporation shall maintain in full force and effect, for the continued benefit
of the Executive and the Executives family, until two years after the Date of
Termination, all life insurance, medical, dental, health and accident and
disability plans, programs or arrangements in which the Executive was entitled
to participate immediately prior to the Date of Termination (or in the 
case of  12


voluntary termination by the Executive for
Good Reason upon or following a Change in Control as a result of a reduction in
benefits, if more favourable to the Executive, such coverage and terms as were
in effect immediately prior to the Change in Control) at a cost to the
Executive no greater than that which the Executive paid while employed,
provided that the Executives continued participation is possible under the
general terms and provisions of such plans and programs.  In the event that the Executives
participation is barred, the Corporation shall arrange to provide the
Executive, at the Corporations expense, with benefits substantially similar to
those which the Executive is entitled to receive under such plans, programs or
arrangements; or  (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 two 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 two-year period following the Date of
Termination;  (iii)those Options,
Performance-Contingent Options and Rights granted to the Executive that would
have otherwise vested and become exercisable during the twelve-week period
following the Date of Termination shall vest and become exercisable during such
twelve-week period in accordance with their terms and, together with any
Options, Performance-Contingent Options and Rights that vested prior to the
Date of Termination, shall terminate and may not be exercised after the earlier
of thirty (30) days after the expiry of such twelve week period and the
original expiry date of such Option, Performance-Contingent Option or Right;  (iv)all unexercised ESPO Options granted to the Executive shall be
exercisable until the earlier of a twelve week and thirty day period after the
Date of Termination and the ESPO Options original date of expiry;  (v)those Performance Units allocated to the Executive under the LTIP
which are not already issued or provided in the form of Shares to the Executive
shall be issued or provided in the form of Shares to the Executive on the
following basis:  13


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
  
  331/3
  %2nd Year following Date of Grant
  
  662/3
  %3rd Year following Date of Grant
  
  100
  %  (vi)the Executive shall have the Executives CSUP Rights in such event;
and;  (vii)for greater certainty and
notwithstanding anything to the contrary contained in the Celestica Retirement
Plan (the Plan) and the Celestica Supplementary Retirement Plan (the SERP),
in respect of the two year notice period following the Date of Termination, the
Corporation shall contribute to the Executives Retirement Account (as defined
under the Plan) and credit notional contributions to the Executives Uncapped
Retirement Account (as defined under the SERP) and investment earnings will
continue to be earned (or notionally earned in the case of the Uncapped
Retirement Account), in accordance with the terms of the Plan and the SERP,
respectively, based on the Compensation (as defined under the Plan) that the
Executive would otherwise have received from the Corporation had the Executives
employment not been terminated.  At the
end of the two year notice period, the Executive will receive his or her
Retirement Account and Uncapped Retirement Account balances in accordance with
the terms of the Plan and the SERP, respectively.  (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)if not theretofore paid, that portion of the Annual Base Salary
earned by or payable to the Executive during the then current fiscal year of
the Corporation for the period to and including the Date of Termination,
together with all benefits payable to the Executive through to and including
the Date of Termination under the terms of the Corporations benefit plans,
programs or arrangements as in effect immediately prior to the Date of
Termination;  (B)a pro rated portion of the Executives Target Bonus calculated by
multiplying (1) the Target Bonus by (2) a fraction, the numerator of
which is the number of days in the applicable fiscal year through  14


to and including the Date of Termination
and the denominator of which is 365; and  (C)a lump sum payment in cash equal to three times the sum of (x) the
Annual Base Salary at the Date of Termination, and (y) the Executives
Target Bonus;  (ii)(A)the
Corporation shall maintain in full force and effect, for the continued benefit
of the Executive and the Executives family, until three years after the Date
of Termination, all life insurance, medical, dental, health and accident and
disability plans, programs or arrangements in which the Executive was entitled
to participate immediately prior to the Date of Termination (or in the case of
voluntary termination by the Executive for Good Reason upon or following a
Change in Control as a result of a reduction in benefits, if more favourable to
the Executive, such coverage and terms as were in effect immediately prior to
the Change in Control) at a cost to the Executive no greater than that which
the Executive paid while employed, provided that the Executives continued
participation is possible under the general terms and provisions of such plans
and programs.  In the event that the
Executives participation is barred, the Corporation shall arrange to provide
the Executive, at the Corporations expense, with benefits substantially
similar to those which the Executive is entitled to receive under such plans,
programs or arrangements; or  (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;  (iii)all Options and Rights vest
pursuant to section 10(a) hereof and shall be exercisable for the
remainder of the term to expiry of each such Option or Right;  (iv)all unexercised ESPO Options
granted to the Executive shall be exercisable until the earlier of a three year
and thirty day period following the date of Termination and the ESPO Options
original date of expiry;  (v)all Performance-Contingent
Options vest pursuant to section 10(b) hereof and shall be exercisable for
the remainder of the term to expiry of each such Performance-Contingent Option;  15


(vi)the Executive shall have the
Executives CSUP Rights in such event; and,  (vii)for greater certainty and
notwithstanding anything to the contrary contained in the Plan and the SERP, in
respect of the three year notice period following the Date of Termination, the
Corporation shall contribute to the Executives Retirement Account (as defined
under the Plan) and credit notional contributions to the Executives Uncapped
Retirement Account (as defined under the SERP) and investment earnings will
continue to be earned (or notionally earned in the case of the Uncapped
Retirement Account), in accordance with the terms of the Plan and the SERP,
respectively, based on the Compensation (as defined under the Plan) that the
Executive would otherwise have received from the Corporation had the Executives
employment not been terminated.  At the
end of the three year notice period, the Executive will receive his or her
Retirement Account and Uncapped Retirement Account in accordance with the terms
of the Plan and the SERP, respectively.  (e)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.  (f)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 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  (a)The Executive acknowledges
and agrees that:  16


(i)in the course of performing the Executives duties and
responsibilities as an officer of the Corporation, the Executive has had and
will be entrusted with detailed confidential information and trade secrets
(printed or otherwise) concerning past, present, future, and contemplated
products, services, operations and marketing techniques and procedures of the
Corporation and its subsidiaries, including, without limitation, business
plans, inventions, pending and undisclosed patents and patent applications,
proprietary business methods and proprietary manufacturing operations,
proprietary product and proprietary manufacturing information, know how, and
information relating to addresses, preferences, needs and requirements of past,
present and prospective clients, customers, suppliers and employees of the
Corporation and its subsidiaries (collectively, Trade Secrets), the
disclosure of any of which to competitors of the Corporation or to the general
public, or the use of same by the Executive or any competitor of the
Corporation or any of its subsidiaries, would be highly detrimental to the
interests of the Corporation;  (ii)in the course of performing the Executives duties and
responsibilities for the Corporation, the Executive has been and will continue in
the future to be a representative of the Corporation to its customers, clients
and suppliers and as such has had and will continue in the future to have
significant responsibility for maintaining and enhancing the goodwill of the
Corporation with such customers, clients and suppliers and would not have,
except by virtue of the Executives 
employment with the Corporation, developed a close and direct
relationship with the customers, clients and suppliers of the Corporation;  (iii)the Executives services are extraordinary and unique;  (iv)the Corporation has a proprietary interest in its
customers and clients;  (v)the Executive, as an officer of the Corporation, owes
fiduciary duties to the Corporation, including the duty to act in the best
interests of the Corporation; and,  (vi)the right to maintain the confidentiality of the Trade
Secrets, the right to preserve the goodwill of the Corporation and the right to
the benefit of any relationships that have developed between the Executive and
the customers, clients and suppliers of the Corporation by virtue of the
Executives employment with the Corporation constitute proprietary rights of
the Corporation, that the Corporation is entitled to protect.  (b)In acknowledgment of the
matters set out in (a) above, and in consideration of the payments to be
received by the Executive pursuant to this Agreement, the Executive hereby
agrees that the Executive will not, during the term of the Executives
employment with the Corporation and for two years from either the  17


Date of Termination or the Executives
resignation of the Executives employment:  (i)directly or indirectly disclose to any person or in
any way make use of (other than for the benefit of the Corporation), in any
manner, any of the Trade Secrets, provided that such Trade Secrets shall be
deemed not to include information that is or becomes generally available to the
public other than as a result of disclosure by the Executive;  (ii)be a party to or abet any solicitation of customers,
clients, or suppliers of the Corporation or any of its subsidiaries or
associates, to transfer business from the Corporation or any of its
subsidiaries or associates to any other person, or seek in any way to persuade
or entice any employee of the Corporation or any of its subsidiaries or
associates to leave that employment or to be a party to or abet any such
action;  (iii)either individually or in partnership or jointly or in
conjunction with any person or persons, firm, association, syndicate, company
or corporation, as principal, agent, shareholder (unless passive investor) or
in any other manner whatsoever, be involved with any business that is in
competition with the business of the Corporation which business means the
electronics manufacturing services business (the Business of the Corporation).  During the same time period, the Executive
will not carry on or be engaged in or concerned with or interested in, or
advise, lend money to, guarantee the debts or obligations of, or permit the
Executives name or any part thereof to be used or employed by or associated
with, any person or persons, firm, association, syndicate, company or
corporation in any business that is involved in any similar business in which
the Corporation is involved during the course of the Executives employment  (c)If any
court determines that any provision contained in Section 13 including,
without limitation, a restrictive covenant or any part thereof is unenforceable
because of the duration or geographical scope of the provision or for any other
reason, the duration or scope of the provision, as the case may be, shall be
reduced so that the provision becomes enforceable and, in its reduced form, the
provision shall then be enforceable and shall be enforced;  (d)The
Executive acknowledges that the Executives employment by the Corporation and
all compensation and benefits and potential compensation and benefits to the
Executive from such employment were and will be conferred by the Corporation
upon the Executive in part because and on condition of the Executives
willingness to commit the Executives best efforts and loyalty to the
Corporation, including protecting the Corporations right to have its Trade
Secrets protected from non-disclosure by the Executive and abiding by the
confidentiality, non-competition and other provisions herein.  The Executive understands the Executives
duties and obligations as set forth in Section 13 and agrees that such  18


duties and
obligations would not unduly restrict or curtail the Executives legitimate
efforts to earn a livelihood following any termination of the Executives
employment with the Corporation.  The
Executive agrees that the restrictions contained in Section 13 are
reasonable and valid and all defences to the strict enforcement thereof by the
Corporation are waived by the Executive. 
The Executive further acknowledges that irreparable damage would result
to the Corporation if the provisions of Sections 13(b)(i) to (iii) are
not specifically enforced, and agrees that the Corporation shall be entitled to
any appropriate legal, equitable, or other remedy, including injunctive relief,
in respect of any failure or continuing failure to comply with the provisions
of Sections 13(b)(i) to (iii);  (e)The preceding covenants do not prohibit
investment, up to a maximum of five percent (5%) of the outstanding shares, in
a corporation whose shares are listed on a recognized stock exchange and which
carries on a business similar to the Business of the Corporation.  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.  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  19


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 the
Arbitrations 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),  20


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.  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  Allrights 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  21


any continuing or subsequent default, breach or
non-observance (whether of the same or any other nature).  23.Time
of Essence  Timeshall be of the essence of
this Agreement in all respects.  24.Headings  Thedivision 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  Theterms 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.  26.Successors;
Binding Agreement  TheCorporation 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  22


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.  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
facsimile.  If delivery by hand or by
facsimile, notice shall be deemed to have been received at the time it is
delivered or received.  Notices shall be
addressed as follows:  (a)
  
  If to the Corporation:Celestica Inc.12 Concorde
  PlaceToronto, ONM3C 3R8Attention:
  Chief Executive OfficerFax No.:
  (416) 448-4758  23


(b)
  
  If to the
  Executive:Elizabeth L.
  DelBianco535 Castlefield
  AvenueToronto, ON M5N
  1L7Fax No.:
  416-482-5266  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.  24


IN WITNESS WHEREOF the parties hereto have executed this Agreement effective
as of the date first above written.  CELESTICA INC.by
  /s/ Craig
  MuhlhauserName: Craig MuhlhauserTitle: Chief Executive OfficerCELESTICA INTERNATIONAL
  INC.by
  /s/ Craig
  MuhlhauserName: Craig MuhlhauserTitle: Chief Executive OfficerSIGNED, SEALED & DELIVEREDin the presence of:/s/ Todd Melendy
  /s/ Elizabeth L. DelBiancoWitness:Todd Melendy
  Elizabeth L. DelBianco  25