-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 K8jynPDzpHARfo2/QZbRlDLp+9vyJmTT0Zu8b3ZJYhZip9aAX3VepcInyg1Ves8J
 1TNZlUWG699cgHEFxreCNg==

<SEC-DOCUMENT>0000912057-02-020241.txt : 20020514
<SEC-HEADER>0000912057-02-020241.hdr.sgml : 20020514
ACCESSION NUMBER:		0000912057-02-020241
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20020514
EFFECTIVENESS DATE:		20020514

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CELESTICA INC
		CENTRAL INDEX KEY:			0001030894
		STANDARD INDUSTRIAL CLASSIFICATION:	PRINTED CIRCUIT BOARDS [3672]
		IRS NUMBER:				980185558
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-88210
		FILM NUMBER:		02646714

	BUSINESS ADDRESS:	
		STREET 1:		12 CONCORD PL
		STREET 2:		7TH FL
		CITY:			ONTARIO CANADA
		STATE:			A6
		ZIP:			M3C 1V7
		BUSINESS PHONE:		416442211
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a2078435zs-8.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>


    As filed with the Securities and Exchange Commission on May 14, 2002


                                                           Registration No. 333-



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                                 CELESTICA INC.
             (Exact name of Registrant as specified in its charter)


<Table>
<S>                                              <C>
                 Ontario, Canada                         N/A
          (State or other jurisdiction             (I.R.S. Employer
        of incorporation or organization)        Identification No.)



              12 Concorde Place
               Ontario, Canada                       M3C 3R8
       (Address of principal executive              (Zip code)
                  offices)

</Table>

                            Long-Term Incentive Plan
                            (Full title of the plan)

                                Kaye Scholer LLP
                          Attention: Managing Attorney
                    425 Park Avenue, New York, New York 10022
                                 (212) 836-8000
           (NAME AND ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                    INCLUDING AREA CODE OF AGENT FOR SERVICE)
                              --------------------
                                   Copies to:

<Table>
<S>                                              <C>

    LYNN TOBY FISHER, ESQ.                             I. BERL NADLER
   JOEL I. GREENBERG, ESQ.                  Davies Ward Phillips & Vineberg LLP
       Kaye Scholer LLP                            1 First Canadian Place
       425 Park Avenue                            Toronto, Ontario M5X 1B1
     New York, N.Y. 10022                                  Canada
        (212) 836-8000                                 (416) 863-0900

</Table>



<Page>




                                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================== ============================ ====================== ====================== ===================
                                                                        PROPOSED
     TITLE OF SECURITIES TO BE              AMOUNT TO BE                 MAXIMUM           PROPOSED MAXIMUM          AMOUNT OF
            REGISTERED                       REGISTERED              OFFERING PRICE       AGGREGATE OFFERING      REGISTRATION FEE
                                                                        PER SHARE                PRICE
==================================== ============================ ====================== ====================== ===================
==================================== ============================ ====================== ====================== ===================
<S>                                  <C>                          <C>                    <C>                    <C>
Subordinate Voting Shares               6,000,000 shares (1)          $ 28.525 (2)         $171,150,000 (2)           $15,824
==================================== ============================ ====================== ====================== ===================

</TABLE>

(1) Additional shares reserved for issuance pursuant to options previously
granted under the Long-Term Incentive Plan.
(2) The offering price has been computed pursuant to Rule 457 (c) and
457(h)(1) promulgated under the Securities Act of 1933, as amended, on the
basis of the average of the high and low prices of the subordinate voting
shares reported on The New York Stock Exchange on May 13, 2002



<PAGE>


         Celestica Inc.'s Registration Statement on Form S-8, Registration
Number 333-9500, filed with the Securities and Exchange Commission (the
"Commission") on October 8, 1998, and Registration Statement on Form S-8,
Registration Number 333-63112, filed with the Commission on June 15, 2001,
are incorporated herein by reference.

     Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated herein by reference modifies or supersedes such
statement.


         ITEM 8.  EXHIBITS.

              The following are filed as exhibits to this registration
statement:

<TABLE>
<CAPTION>

EXHIBITS     DESCRIPTION
<S>          <C>

4.1          Amended and Restated Celestica Inc. Long-Term Incentive Plan
5.1          Opinion of Davies Ward Phillips & Vineberg LLP
23.1         Consent of Davies Ward Phillips & Vineberg LLP
             Contained in such firm's opinion as filed as Exhibit 5.1 hereto
23.2         Consent of Auditors
24.1         Power of Attorney (included in signature page)

</TABLE>


                                      II-1

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Toronto, Province of Ontario,
Country of Canada, on May 14, 2002.


                                             CELESTICA INC.


                         By:  /s/ J. Marvin MaGee
                              --------------------------------------------
                              Name: J. Marvin MaGee
                              Title: President and Chief Operating Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes Eugene V. Polistuk, J. Marvin MaGee, Anthony P. Puppi
and Elizabeth DelBianco, and each of them, as attorney-in-fact, to sign and
file on his behalf, individually and in each capacity stated below, any
pre-effective or post-effective amendment hereto.

<TABLE>
<CAPTION>


                       SIGNATURE                                     TITLE                         DATE
                       ---------                                    ------                        -----
<S>                                      <C>                                               <C>
             /s/ Eugene V. Polistuk
         ------------------------------- Chairman, Director and Chief Executive Officer    May 14, 2002
                 Eugene V. Polistuk

             /s/ Anthony P. Puppi
         ------------------------------- Chief Financial Officer, Executive Vice           May 14, 2002
                   Anthony P. Puppi      President, and General Manager - Services

             /s/ William Etherington
         ------------------------------- Director                                          May 14, 2002
                  Robert L. Crandall

            /s/ William Etherington
         ------------------------------- Director                                          May 14, 2002
                  William Etherington


         ------------------------------- Director
                    Richard S. Love

                /s/ Roger L. Martin
         ------------------------------- Director                                          May 14, 2002
                    Roger L. Martin

              /s/ Anthony R. Melman
         ------------------------------- Director                                          May 14, 2002
                   Anthony R. Melman

                /s/ Michio Naruto
         ------------------------------- Director                                          May 14, 2002
                     Michio Naruto


         ------------------------------- Director
                  Gerald W. Schwartz

                   /s/ Don Tapscott
         ------------------------------- Director                                          May 14, 2002
                     Don Tapscott


</TABLE>

                                      II-2

<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBITS          DESCRIPTION
- --------          ------------
<S>               <C>

     4.1          Celestica Inc. Long-Term Incentive Plan
     5.1          Opinion of Davies Ward Phillips & Vineberg LLP
     23.1         Consent of Davies Ward Phillips & Vineberg LLP
                  Contained in such firm's opinion as filed as Exhibit 5.1 hereto
     23.2         Consent of Auditors
     24.1         Power of Attorney (included in signature page)

</TABLE>
- --------




                                      II-3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>a2078435zex-4_1.txt
<DESCRIPTION>EXHIBIT 4.1 TO COME
<TEXT>
<PAGE>


                                                                  EXHIBIT 4.1





                                 CELESTICA INC.















- -------------------------------------------------------------------------------

                            LONG TERM INCENTIVE PLAN

- -------------------------------------------------------------------------------
















                                  June 28, 1998


                    As amended and restated on April 17, 2002


<PAGE>



                                 CELESTICA INC.


                            LONG TERM INCENTIVE PLAN

                                     PART I

1.       PURPOSE
         -------

1.1      This Long Term Incentive Plan has been established by the Company to
provide  incentives  to  certain  of  its  employees  and  consultants  and  its
directors,  to foster a  responsible  balance  between  short term and long term
results,  and  to  build  and  maintain  a  strong  spirit  of  performance  and
entrepreneurship.

2.       PLAN DEFINITIONS AND INTERPRETATIONS
         ------------------------------------

2.1      In this Long Term Incentive Plan, the following terms have the
following meanings:

   (a)   "Applicable Law" means any applicable provision of law, domestic or
         foreign, including, without limitation, the SECURITIES ACT (Ontario),
         the U.S. SECURITIES ACT OF 1933, as amended, and the U.S. SECURITIES
         EXCHANGE ACT 1934, as amended, together with all regulations, rules,
         policy statements, rulings, notices, orders or other instruments
         promulgated thereunder and Stock Exchange Rules;

   (a.1) "Associate" means an associate as defined by the SECURITIES ACT
         (Ontario);

   (b)   "Beneficiary" means any person designated by the Participant by written
         instrument filed with the Company to receive any amount, securities or
         property payable under the Plan in the event of a Participant's death
         or, failing any such effective designation, the Participant's estate;

   (c)   "Board" means the Board of Directors of the Company;

   (d)   "Change in Control" means the occurrence of any of the following after
         the date hereof:

           (i)    the acquisition by any person of beneficial ownership of
                  securities of the Company 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 Company which may be cast to elect directors
                  of the Company, other than the additional acquisition of
                  securities by a person beneficially owning such number of
                  securities on the date hereof; or


<PAGE>


                                     - 2 -


           (ii)   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)   "Committee" means the committee of the Board, as constituted from time
         to time, which may be appointed by the Board to, INTER ALIA, interpret,
         administer and implement the Plan, and includes any successor committee
         appointed by the Board for such purposes;

   (f)   "Company" means Celestica Inc. and its respective successors and
         assigns, and any reference in the Plan to action by the Company means
         action by or under the authority of the Board or any person or
         committee that has been designated for the purpose by the Company
         including, without limitation, the Committee;

   (g)   "Consultant" means a consultant as defined in the Rule excluding
         investor consultants and associated consultants as defined in the Rule;

   (h)   "Date of Grant" of an Option, a Right or a Performance Unit, as the
         case may be, means the date the Option, Right or Performance Unit is
         granted to a Participant under the Plan;

   (i)   "Designated Affiliated Entity" means a person (including a trust or a
         partnership) or company in which the Company has a significant
         investment and which the Company designates as such for the purposes of
         this Plan;

   (j)   "Director means a member of the Board;

   (k)   "Earliest Exercise Date" in respect of an Option or Right as the case
         may be, means the earliest date on which the Option or Right may be
         exercised, as designated by the Company at the time the Option or Right
         is granted;

   (l)   "Fiscal Year" means the financial year of the Company;

   (m)   "including" means including without limitation;

   (n)   "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;

   (o)   "Independent Broker" means a registered broker which is independent
         under Stock Exchange Rules;

   (o.1) "Insider" means (a) an insider of the Company as defined by the
         SECURITIES ACT (Ontario), other than a person who falls within that
         definition solely by virtue of


<PAGE>


                                     - 3 -


         being a director or senior officer of a Subsidiary; and (b) an
         Associate of any person who is an Insider by virtue of (a);

   (p)   "Latest Exercise Date" means the latest date on which an Option or
         Right as the case may be, may be exercised, as designated by the
         Company at the time the Option or Right is granted;

   (q)   "Market Price" shall mean the weighted average price per Share (or the
         mean of the closing bid and ask prices, if not traded) on the TSE
         during the period five trading days preceding the date of the
         determination;

   (r)   "Option" means a right granted under the Plan to a Participant to
         purchase Shares in accordance with the Plan; and

   (s)   "Option Program" means the Stock Option Program, consisting of Part II
         of the Plan, as amended and restated from time to time;

   (t)   "Participant" means

         (i)    a Director,

         (ii)   a permanent employee of the Company, a Subsidiary or a
                  Designated Affiliated Entity, or

         (iii)  a Consultant of the Company, a Subsidiary, or a Designated
                  Affiliated Entity,

         who has been designated by the Company for participation in the Plan
         and who has agreed to participate in the Plan or any Program thereof on
         such terms as the Company may specify;

   (u)   "Performance Share Program" means the Performance Share Unit Program,
         consisting of Part IV of the Plan, as amended and restated from time to
         time;

   (v)   "Performance Unit" means a unit allocated to a Participant in
         accordance with the Performance Share Program;

   (w)   "Plan" means this Long Term Incentive Plan, consisting of the Option
         Program, the Rights Program and the Performance Share Program, as
         amended and restated from time to time;

   (x)   "Program" means the Option Program, the Rights Program or the
         Performance Share Program, as applicable;

   (y)   "Reorganization" means any (i) capital reorganization, (ii) merger,
         (iii) amalgamation, (iv) offer for shares of the Company which if
         successful would entitle the offeror to acquire all of the shares of
         the Company or all of one or more particular class(es) of shares of the
         Company to which the offer relates,


<PAGE>


                                     - 4 -


         (v) sale of a material portion of the assets of the Company, or (i)
         arrangement or other scheme of reorganization;

   (z)   "Right" means a stock appreciation right granted under the Rights
         Program to a Participant in accordance with the Rights Program;

   (aa)  "Retirement" means the retirement of a Participant from employment with
         the Company, a Subsidiary or a Designated Affiliated Entity in
         accordance with the normal retirement policy of his or her employer;

   (bb)  "Rights Program" means the Stock Appreciation Rights Program,
         consisting of Part III of the Plan, as amended and restated from time
         to time;

   (cc)  "Rule" means the Ontario Securities Rule 45-503 Trades to Employees,
         Executives and Consultants;

   (dd)  "Shares" means the Subordinate Voting Shares in the capital of the
         Company, and includes any shares of the Company into which such shares
         may be converted, reclassified, redesignated, subdivided, consolidated,
         exchanged or otherwise changed, pursuant to a Reorganization or
         otherwise;

   (ee)  "Stock Exchange Rules" means the applicable rules of any stock exchange
         upon which shares of the Company are listed;

   (ff)  "Subsidiary" means a subsidiary of the Company as defined by the
         BUSINESS CORPORATIONS ACT (Ontario);

   (gg)  "TSE" means The Toronto Stock Exchange; and

   (hh)  "Year" in respect of an Option, Right or Performance Unit, as the case
         may be, means a calendar year commencing on the Date of Grant of the
         Option, Right or Performance Unit, as the case may be, or on any
         anniversary of such date.

2.2      Certain other defined terms used herein have the meanings ascribed to
them in the Option Program, the Rights Program or the Performance Share Program.

2.3      In this Plan, unless the context requires otherwise, words importing
the singular number may be construed to extend to and include the plural number,
and words importing the plural number may be construed to extend to and include
the singular number.

2.4      The Option Price per Share or Market Price may be expressed or
designated in a currency other than Canadian dollars, based on the noon day
foreign exchange rate as quoted by the Bank of Canada on the relevant date or
such other foreign exchange rate basis as the Company may determine to be
appropriate.

2.5      This Plan is established under the laws of the Province of Ontario and
the rights of all parties and the construction of each and every provision of
the Plan and any Options,


<PAGE>


                                     - 5 -


Rights or Performance Units granted hereunder shall be construed according to
the laws of the Province of Ontario.

2.6      This Plan consists of four parts, the first part ("Part I") commencing
with Section 1, consisting of general provisions applicable to the Plan as a
whole; the second part ("Part II") commencing with section 5, consisting of the
Option Program; the third part ("Part III") commencing with section 12,
consisting of the Rights Program and the fourth part ("Part IV") commencing with
section 18, consisting of the Performance Share Program.

3.       GENERAL
         -------

3.1      The transfer of an employee from the Company to a Subsidiary or a
Designated Affiliated Entity, from a Subsidiary or a Designated Affiliated
Entity to the Company, or from one Subsidiary or Designated Affiliated Entity to
another Subsidiary or Designated Affiliated Entity, shall not be considered a
termination of employment for the purposes of the Plan, nor shall it be
considered a termination of employment if a Participant is placed on such other
leave of absence which is considered by the Company as continuing intact the
employment relationship; in such a case, the employment relationship shall be
continued until the later of the date when the leave equals ninety days or the
date when a Participant's right to reemployment shall no longer be guaranteed
either by law or by contract, except that in the event active employment is not
renewed at the end of the leave of absence, the employment relationship shall be
deemed to have ceased at the beginning of the leave of absence.

3.2      The number of Shares which may be issued from the treasury of the
Company under this Plan is limited to 29,000,000. The number of Shares which may
be reserved for issue under Options, or Rights granted pursuant to this Plan,
together with Shares reserved for issue under any other employee-related plan of
the Company or options for services granted by the Company, to any one person
shall not exceed 5% of the outstanding voting securities of the Company. The
Company may from time to time designate in each case such other maximum number
for this purpose which, however, will not in any event exceed the maximum number
permitted from time to time under Stock Exchange Rules. The number of Shares
which may be issued from the treasury of the Company under this Plan to
Directors is limited to 2,000,000. The number of Shares reserved for issue under
Options or Rights granted to Insiders pursuant to this Plan, together with
Shares reserved for issue to Insiders under any other existing share
compensation arrangement of the Company, shall not exceed 10% of the aggregate
outstanding Multiple Voting Shares and Subordinate Voting Shares of the Company.
Within any one-year period, the number of Shares issued to Insiders pursuant to
this Plan and all other existing share compensation arrangements of the Company
shall not exceed 10% of the aggregate outstanding Multiple Voting Shares and
Subordinate Voting Shares of the Company and the number of Shares issued to any
one Insider and such Insider's Associates shall not exceed 5% of the aggregate
outstanding Multiple Voting Shares and Subordinate Voting Shares of the Company.
If the number of Shares of the Company shall be increased or decreased as a
result of a stock split, consolidation, reclassification or recapitalization and
not as a result of the issuance of Shares for additional consideration or by way
of a stock dividend in the ordinary course, the Company may make appropriate
adjustments to the maximum number of Shares which may be issued from the
treasury of the Company under the Plan.


<PAGE>


                                     - 6 -


3.3      Subject to any Applicable Law, the Company may, but is not obligated
to, acquire issued and outstanding Shares in the market for the purposes of
providing Shares to Participants under the Plan. If it does so, the Company
shall utilize the services of an Independent Broker. The Shares acquired for
this purpose shall not be included for the purposes of the determining the
maximum number of Shares to be issued under the Plan in accordance with section
3.2.

3.4      From time to time the Company may, in addition to its powers under the
Plan, add to or amend any of the provisions of the Plan or terminate the Plan or
amend the terms of any Option, Right or Performance Unit granted under the Plan;
provided, however, that (i) any approvals required under any applicable law or
Stock Exchange Rules are obtained, and (ii) no such amendment or termination
shall be made at any time which has the effect of adversely affecting the
existing rights of a Participant under the Plan without his or her consent in
writing unless the Company, at its option, acquires such existing rights at an
amount equal to the fair market value of such rights at such time as verified by
an independent valuator.

3.5      The determination by the Company of any question which may arise as
to the interpretation or implementation of the Plan or any of the Options,
Rights or Performance Units granted hereunder shall be final and binding on
all Participants and other persons claiming or deriving rights through any of
them.

3.6      The Plan shall enure to the benefit of and be binding upon the Company,
its successors and assigns. The interest of any Participant under the Plan or in
any Option, Right or Performance Unit shall not be transferable or alienable by
him or her either by pledge, assignment or in any other manner, except to a
spouse or a personal holding company or family trust controlled by a
Participant, the shareholders or beneficiaries of which, as the case may be, are
any combination of the Participant, the Participant's spouse, the Participant's
minor children or the Participant's minor grandchildren, and after his or her
lifetime shall enure to the benefit of and be binding upon the Participant's
Beneficiary.

3.7      The Company's obligation to issue or provide Shares in accordance with
the terms of the Plan and any Options, Rights or Performance Units granted
hereunder is subject to compliance with Applicable Law applicable to the
issuance and distribution of such Shares. As a condition of participating in the
Plan, each Participant agrees to comply with all such Law and agrees to furnish
to the Company all information and undertakings as may be required to permit
compliance with such Law.

3.8      The Company, a Subsidiary or a Designated Affiliated Entity may
withhold from any amount payable to a Participant, either under this Plan, or
otherwise, such amount as may be necessary so as to ensure that the Company, the
Subsidiary or Designated Affiliated Entity will be able to comply with the
applicable provisions of any federal, provincial, state or local law relating to
the withholding of tax or other required deductions, including on the amount, if
any, includable in the income of a Participant. The Company shall also have the
right in its discretion to satisfy any such withholding tax liability by
retaining or acquiring any Shares which would otherwise be issued or provided to
a Participant hereunder.

3.9      A Participant shall not have the right or be entitled to exercise any
voting rights, receive dividends or have or be entitled to any other rights as a
shareholder in respect of (i)


<PAGE>


                                     - 7 -


Shares subject to an Option unless and until such Shares have been paid for in
full and issued, (ii) any Rights, or (iii) any Performance Units unless and
until issued or provided in the form of Performance Shares.

3.10     Neither designation of an employee as a Participant nor the grant of
any Options, Rights or Performance Units to any Participant entitles any
Participant to the grant, or any additional grant, as the case may be, of any
Options, Rights or Performance Units under the Plan. Neither the Plan nor any
action taken thereunder shall interfere with the right of the employer of a
Participant to terminate a Participant's employment at any time. Neither any
period of notice, if any, nor any payment in lieu thereof, upon termination of
employment shall be considered as extending the period of employment for the
purposes of the Plan.

3.11     No member of the Board or the Committee shall be liable for any action
or determination made in good faith in connection with the Plan and members of
the Board and the Committee shall be entitled to indemnification and
reimbursement from the Company in respect of any claim relating thereto.

3.12     Participation in the Plan shall be entirely voluntary and any decision
not to participate shall not affect any employee's employment with, or any
Consultant's engagement by, the Company, a Subsidiary or Designated Affiliated
Entity.

3.13     If any provision of this Plan is determined to be invalid or
unenforceable in whole or in part, such invalidity or unenforceability shall
attach only to such provision or part thereof and the remaining part, if any, of
such provision and all other provisions hereof shall continue in full force and
effect.

3.14     Neither the establishment of the Plan nor the grant of any Rights or
Performance Units or the setting aside of any funds by the Company (if, in its
sole discretion, it chooses to do so) shall be deemed to create a trust. Legal
and equitable title to any funds set aside for the purposes of the Plan shall
remain in the Company and no Participant shall have any security or other
interest in such funds. Any funds so set aside shall remain subject to the
claims of creditors of the Company present or future. Amounts payable to any
Participant under the Plan shall be a general, unsecured obligation of the
Company. The right of the Participant or Beneficiary to receive payment pursuant
to the Plan shall be no greater than the right of other unsecured creditors of
the Company.

3.15     This Plan is hereby instituted this 28th day of June, 1998.

4.       ADMINISTRATION
         --------------

4.1      The Plan shall be administered by the Company in accordance with its
provisions. All costs and expenses of administering the Plan will be paid by the
Company, but the Company shall not be responsible for the payment of any fees or
expenses in respect of the re-sale by a Participant of Shares acquired by him or
her under the Plan. The Company, may from time to time, establish administrative
rules and regulations and prescribe forms or documents relating to the operation
of the Plan as it may deem necessary to implement or further the purpose of the
Plan and amend or repeal such rules and regulations or forms or documents. The
Company, in its discretion, may appoint a Committee for the purpose of
interpreting, administering and


<PAGE>


                                     - 8 -


implementing the Plan or a Program. In administering the Plan, the Company or
the Committee may seek recommendations from the chief executive officer of the
Company. The Company may also delegate to the Committee or any director, officer
or employee of the Company such duties and powers, relating to the Plan or a
Program as it may see fit. The Company may also appoint or engage a trustee,
custodian or administrator to administer or implement the Plan or a Program.

4.2      The Company shall keep or cause to be kept such records and accounts
as may be necessary or appropriate in connection with the administration of the
Plan and the discharge of its duties. At such times as the Company shall
determine, the Company shall furnish the Participant with a statement setting
forth the details of his or her Options, Rights or Performance Units, including
Date of Grant, Designated Option Amount and the Option Price of each Option, the
number of Shares in respect of which the Option has been exercised, the maximum
number of Shares which the Participant may still purchase under the Option
Program, the Designated Rights Amount held by each Participant and the number of
Performance Units held by each Participant. Such statement shall be deemed to
have been accepted by the Participant as correct unless written notice to the
contrary is given to the Company within 30 days after such statement is given to
the Participant.

4.3 (a)  Any payment, notice, statement, certificate or other instrument
         required or permitted to be given to a Participant or any person
         claiming or deriving any rights through him or her shall be given by:

           (i)    delivering it personally to the Participant or to the person
                  claiming or deriving rights through him or her, as the case
                  may be, or

           (ii)   mailing it postage paid (provided that the postal service is
                  then in operation) or delivering it to the address which is
                  maintained for the Participant in the Company's personnel
                  records.

    (b)           Any payment, notice, statement, certificate or other
                  instrument required or permitted to be given to the Company
                  shall be given by mailing it postage paid (provided that the
                  postal service is then in operation), delivering it to the
                  Company at its principal address, or (other than in the case
                  of a payment) sending it by means of facsimile or similar
                  means of electronic transmission, to the attention of the
                  Company Secretary.

    (c)           Any payment, notice, statement, certificate or other
                  instrument referred to in section 4.3(a) or 4.3(b), if
                  delivered, shall be deemed to have been given or delivered on
                  the date on which it was delivered, if mailed (provided that
                  the postal service is then in operation), shall be deemed to
                  have been given or delivered on the second business day
                  following the date on which it was mailed and if by facsimile
                  or similar means of electronic transmission, on the next
                  business day following transmission.



<PAGE>


                                     - 9 -


                                     PART II

                              STOCK OPTION PROGRAM


5.       STOCK OPTION PROGRAM DEFINITIONS
         --------------------------------

5.1      In this Program, the following terms have the following meanings:

   (a)   "Designated Amount" of a Participant's Option means the maximum number
         of Shares which the Participant may purchase under the Option, as
         designated by the Company;

   (b)   "Designated Percentage" in respect of an Option means the percentage of
         the Designated Amount representing the maximum number of Shares which a
         Participant may purchase under the Option during each Option Year
         which, unless otherwise determined by the Company, shall be 20%
         commencing on the second Option Year, 40% commencing on the third
         Option Year, 60% commencing on the fourth Option Year, 80% commencing
         on the fifth Option Year and 100% commencing on the sixth Option Year;

   (c)   "Option Price" in respect of an Option means the price designated by
         the Company at which the Participant may purchase a Share under the
         Option; and

   (d)   "Program" means this Stock Option Program.

6.       GRANTING OF OPTIONS AND DETERMINATION OF THE OPTION PRICE
         ---------------------------------------------------------

6.1      From time to time the Company may grant Options to Participants to
acquire Shares in accordance with the Plan. In granting each such Option, the
Company shall designate:

   (a)   the Designated Amount of Shares;

   (b)   the Earliest Exercise Date, which may be the Date of Grant;

   (c)   the Latest Exercise Date, which shall be no later than ten years after
         the Date of Grant;

   (d)   the Designated Percentage; and

   (e)   the Option Price, which price shall be determined by the Company in
         accordance with section 6.2.

6.2      The Option Price per Share in respect of an Option shall be not less
than the price per Share of the last reporting selling price of at least a Board
Lot of the Shares on the TSE on the day preceding the Date of Grant of the
Option and, if there were no such trades on that day, the weighted average
trading price of the Shares for the previous five days on which the Shares
traded on the TSE.


<PAGE>


                                     - 10 -


6.3      Subject to the terms of the Plan, the Company may determine other terms
or conditions, if any, of any Options, including:

   (a)   any additional  conditions on the grant of Options under the Program,
         including conditions as to the ownership of Shares by a Participant;

   (b)   any additional conditions with respect to the exercise of Options under
         the Program, including conditions in respect of

           (i)    the market price of the Shares,

           (ii)   the financial performance or results of the Company, a
                  Subsidiary, a Designated Affiliated Entity or business unit,
                  and

           (iii)  restrictions on the re-sale of Shares acquired on the exercise
                  of Options; and

   (c)   such other terms or conditions as the Company may in its discretion
         determine.

6.4      At the discretion of the Company, an Option granted under the Plan may
have connected therewith any number of rights or fractions of rights. Each such
right in respect of a Share shall entitle the Participant to surrender to the
Company, unexercised, the right to subscribe for such Share pursuant to the
related Option and to receive from the Company cash in an amount equal to the
excess of the market price ("market price" for this purpose shall mean the
weighted average price per Share (or the mean of the closing bid and ask prices,
if not traded) on the TSE during the period five trading days preceding the date
of the determination) over the Exercise Price provided in the related Option.
Each exercise of a right in respect of a Share covered by a related Option shall
terminate that Option in respect of such Share and such Option in respect of
such Share shall be of no further force or effect. Unexercised rights shall
terminate when the related Option is exercised or the Option terminates.

7.       EXERCISE OF PARTICIPANT'S OPTIONS
         ---------------------------------

7.1      Subject to the provisions of the Plan, an Option may be exercised by
the Participant only on or after the Earliest Exercise Date and thereafter from
time to time at his or her discretion to purchase in the aggregate a number of
Shares equal to the aggregate of the previously unexercised portion of the
Designated Amount provided that, unless the Company at any time otherwise
determines,

   (a)   subject to clause (b) of this section 7.1, the maximum number of Shares
         which the Participant may purchase under the Option during each of the
         Years commencing on the Earliest Exercise Date of the Option shall be
         equal to the number of Shares represented by the Designated Percentage
         of the Designated Amount of the Option, and

   (b)   if the number of Shares purchased under the Option during any of the
         Years is less than the maximum number which could have been purchased
         under the Option during that Year, the difference shall be carried
         forward and added to the


<PAGE>


                                     - 11 -

         maximum number of Shares which may be purchased under the Option in the
         immediately following Year, and so on from time to time, provided that
         the percentage of the Designated Amount which the Participant may
         purchase under an Option shall not exceed one hundred per cent (100%).

7.2      Notwithstanding section 7.1, Options may be exercised at any time
following a Change in Control.

7.3      Unless the Company at any time otherwise determines, a Participant's
Option shall terminate and may not be exercised after the earliest of:

   (a)   in the case of the termination of employment with the Company for
         cause, immediately as of the time of such termination;

   (b)   30 days after the date of the Participant's termination of employment
         with the Company, unless such termination occurs by reason of
         termination of the Participant's employment for cause or the
         Participant's death, disability or Retirement as contemplated in
         subsections (a), (c) or (d) of this section, in which case the
         provisions of the applicable subsection shall govern;

   (c)   three years after the Participant's Retirement provided that if the
         Participant dies prior to the expiry of the first two years of such
         three-year period the Option shall terminate one year after the
         Participant's death;

   (d)   one year after the Participant's death or the termination of employment
         with the Company by reason of his disability (as determined by the
         Company in its sole discretion); and

   (e)   the Latest Exercise Date of the Participant's Option;

provided that, in any event, the Option shall terminate no later than ten years
after the Date of Grant.

7.4      The exercise of an Option under the Plan shall be made by notice to the
Company in writing specifying and subscribing for the number of Shares in
respect of which the Option is being exercised at that time and, except where
payment is made by another means satisfactory to the Company such as wire
transfer of funds, accompanied by a certified cheque or bank draft payable to
the Company in the amount of the aggregate Option Price for such number of
Shares. Upon receipt of such notice and payment, the Shares in respect of which
the Option has been exercised shall be issued as fully-paid and non-assessable
shares of the Company. As of the business day the Company receives such notice
and such payment, the Participant (or the person claiming through him, as the
case may be) shall be entitled to be entered on the share register of the
Company as the holder of the number of Shares in respect of which the Option was
exercised and to receive as promptly as possible thereafter a certificate
representing the said number of Shares.

7.5      A Participant may, in lieu of an exercise of an Option under section
7.4, exercise an Option for a number of Shares without payment of the Option
Price by notice to the Company


<PAGE>


                                     - 12 -


in writing specifying the Participant is subscribing for that number of Shares
to which the Participant is entitled under this Program without payment of the
Option Price. The number of Shares to be issued or provided to the Participant
is the number obtained by dividing (a) the difference between the Market Price
and the Option Price multiplied by the number of the Shares in respect of which
the Option would otherwise be exercised under section 7.4 with the payment of
the aggregate Option Price by (b) the Market Price. The Shares issued in respect
thereof shall be considered fully paid in consideration of past service that is
no less in value than the fair equivalent of the money the Company would have
received if the Shares had been issued for money.

7.6      Unless otherwise determined by the Company, if the Participant is a
person who has knowledge of a "material fact" or "material change" (each as
defined under the SECURITIES ACT (Ontario)) in respect of the Company that has
not been generally disclosed in accordance with applicable securities
legislation and adequately disseminated to the public, he or she shall not be
entitled to exercise the Option.

8.       EFFECT OF TERMINATION OF OPTION
         -------------------------------

8.1      If any Option has terminated or expired without being fully exercised,
any unissued Shares which have been reserved to be issued upon the exercise of
the Option shall become available to be issued upon the exercise of Options
subsequently granted under the Program.

9.       CHANGES IN SHARE CAPITAL
         ------------------------

9.1      If the number of outstanding Shares of the Company shall be increased
or decreased as a result of a stock split, consolidation, reclassification or
recapitalization and not as a result of the issuance of Shares for additional
consideration or by way of a stock dividend in the ordinary course, the Company
may make appropriate adjustments to the Designated Option Amount of any Option
which has previously been granted under the Program, the maximum number of
Shares which the Participant may thereafter purchase under such Option, the
Option Price in respect of such Option and any maximum number of Shares which
may be issued under the Program. Any determinations by the Company as to the
adjustments shall be made in its sole discretion and all such adjustments shall
be conclusive and binding for all purposes under the Program.

9.2      No fractional shares shall be issued upon the exercise of an Option nor
shall any scrip certificates in lieu thereof be issuable at any time.
Accordingly, if as a result of any adjustment under section 9.1 a Participant
would otherwise have become entitled to a fractional share upon the exercise of
an Option, he shall have the right to purchase only the next lower whole number
of Shares and no payment or other adjustment will be made with respect to the
fractional interests so disregarded.

10.      LOANS TO PARTICIPANTS
         ---------------------

10.1     Subject to Applicable Law, the Company may in its sole discretion
arrange for the Company, any Subsidiary or any Designated Affiliated Entity to
make loans or provide guarantees for loans by financial institutions to assist
Participants to purchase Shares upon the


<PAGE>


                                     - 13 -


exercise of the Options and to assist the Participants to pay any income tax
exigible upon exercise of the Options. Such loans may be secured or unsecured,
and at such rates of interest, if any, and on such other terms as may be
determined by the Company, provided that in no event shall any loan be
outstanding for more than 10 years from the Date of Grant of the relevant
Option.

11.      REORGANIZATION
         --------------

11.1     In the event of a Reorganization or proposed Reorganization, the
Company, at its option, may, subject to Stock Exchange Rules, do either of the
following:

   (a)   the Company may irrevocably commute any Option that is still capable of
         being exercised, upon giving to any Participant to whom such Option has
         been granted at least 30 days written notice of its intention to
         commute the Option, and during such period of notice, the Option, to
         the extent that it has not been exercised, may be exercised by the
         Participant up to the Designated Amount of Shares which may be
         purchased under the Option, without regard to the limitations contained
         in subsection 7.1(a), and on the expiry of such period of notice, the
         unexercised portion of the Option shall lapse and be cancelled, or

   (b)   the Company, or any corporation which is or would be the successor to
         the Company or which may issue securities in exchange for Shares upon
         the Reorganization becoming effective, may offer any Participant the
         opportunity to obtain a new or replacement option over any securities
         into which the Shares are changed or are convertible or exchangeable,
         on a basis proportionate to the number of Shares under option or some
         other appropriate basis, or some other property; in such event, the
         Participant shall, if he or she accepts such offer, be deemed to have
         released his or her Option over Shares and such Option shall be deemed
         to have terminated.

11.2     The Company may specify in any notice or offer made under section 11.1,
that, if for any reason, the Reorganization is not completed, the Company may
revoke such notice or offer. The Company may exercise such right by further
notice in writing to the Participant and return to the Participant any amount
paid as an Option Price by the Participant to the Company and the Option shall
thereafter continue to be exercisable by the Participant in accordance with its
terms.

11.3     Subsections (a) and (b) of section 11.1 are intended to be permissive
and may be utilized independently or successively or in combination or
otherwise, and nothing therein contained shall be construed as limiting or
affecting the ability of the Company to deal with Options in any other manner.



<PAGE>


                                     - 14 -


                                    PART III

                        STOCK APPRECIATION RIGHTS PROGRAM


12.      PROGRAM DEFINITIONS
         -------------------

12.1     In this Program, the following terms have the following meanings:

   (a)   "Designated Rights Amount" of a Participant's Rights means the maximum
         number of Rights which the Participant may exercise, as designated by
         the Company;

   (b)   "Designated Rights Percentage" means the percentage of the Designated
         Rights Amount representing the maximum number of Rights which a
         Participant may exercise each Year, which, unless otherwise determined
         by the Company, shall be 20% commencing on the second Year, 40%
         commencing on the third Year, 60% commencing on the fourth Year, 80%
         commencing on the fifth Year and 100% commencing on the sixth Year;

   (c)   "In the Money" means the excess, if any, of the Market Price of a Share
         at any time over the Strike Price;

   (d)   "Program" means this Stock Appreciation Rights Program;

   (e)   "Rights Letter" means a letter approved by the Company whereby a
         Participant may exercise his Rights; and

   (f)   "Strike Price" means the Market Price on the Date of Grant.

13.      GRANTING OF RIGHTS
         ------------------

13.1     From time to time the Company may grant Rights to a Participant in
accordance with the Plan. In granting any such Rights, the Company shall
designate:

   (a)   the Designated Rights Amount;

   (b)   the Earliest Exercise Date;

   (c)   the Latest Exercise Date;

   (d)   the Designated Rights Percentage; and

   (e)   the Strike Price of the Shares on the Date of Grant.

13.2     Subject to the term of the Plan, the Company may determine other terms
         or conditions, if any, of any Rights, including:


<PAGE>


                                     - 15 -


   (a)   any additional conditions on the grant of Rights under the Program,
         including conditions as to the ownership of Shares by a Participant;

   (b)   any additional conditions with respect to the exercise of Rights under
         the Program, including conditions in respect of (i) the market price of
         the Shares and (ii) the financial performance or results of the
         Company, a Subsidiary, a Designated Affiliated Entity, or business
         unit; and

   (c)   such other terms or conditions of the Company may in its discretion
         determine.

14.      EXERCISE OF PARTICIPANT'S RIGHTS
         --------------------------------

14.1     Subject to the provisions of the Program, a Right may be exercised by
the Participant only on or after the Earliest Exercise Date and thereafter from
time to time at his or her discretion, provided that, unless the Company at any
time otherwise determines,

   (a)   subject to clause (b) of this section 14.1, the maximum number of
         Rights which the Participant may exercise during each of the Years
         commencing on the Earliest Exercise Date of the Right shall be equal to
         the number of Rights represented by the Designated Rights Percentage of
         the Designated Rights Amount, and

   (b)   if the number of Rights exercised during any of the Years is less than
         the maximum number which could have been exercised during that Year,
         the difference shall be carried forward and added to the maximum number
         of Rights which may be exercised immediately following the Year, and so
         on from time to time.

14.2     Notwithstanding section 14.1, Rights may be exercised at any time
following a Change in Control.

14.3     Upon exercising a Right, the Participant will be paid the amount by
which such Right is In The Money on the date of exercise of the Right, subject
to any applicable withholding of taxes.

14.4     Unless the Company at any time otherwise determines, a Participant's
Right shall terminate and may not be exercised after the earliest of:

   (a)   in the case of termination of employment with the Company for cause,
         immediately as of the time of such termination;

   (b)   30 days after the date of the Participant's termination of employment
         with the Company, unless such termination occurs by reason of
         termination of the Participant's employment for cause or the
         Participant's death, disability or Retirement as contemplated in
         subsections (a), (c) or (d) of this section, in which case the
         provisions of the applicable subsection shall govern;


<PAGE>


                                     - 16 -


   (c)   three years after the Participant's Retirement provided that if the
         Participant dies prior to the expiry of the first two years of such
         three-year period, the Right shall terminate one year after the
         Participant's death;

   (d)   one year after the Participant's death or the termination of employment
         with the Company by reason of his disability (as determined by the
         Company in its sole discretion); and

   (e)   the Latest Exercise Date of the Participant's Right.

14.5     No certificates shall be issued with respect to such Rights, but the
Company shall maintain records in the name of each Participant showing the
number of Rights to which such Participant is entitled in accordance with the
Rights Program.

14.6     In order to exercise his Rights, the Participant must forward a
completed Rights Letter by personal delivery, or registered mail or facsimile to
the Company in the manner provided for in section 4.3.

14.7     The Company may, in lieu of all or a portion of the amount which would
otherwise be payable to a Participant under this Program, issue or provide to a
Participant a number of Shares. The number of Shares to be issued or provided to
a Participant will be determined by dividing the cash amount that is proposed to
be provided in the form of Shares under this section by the applicable Market
Price.

15.      EXERCISE OF RIGHTS
         ------------------

15.1     Unless otherwise determined by the Company, if the Participant is a
person who has knowledge of a "material fact" or "material change" (each as
defined under the SECURITIES ACT (Ontario)) in respect of the Company that has
not been generally disclosed in accordance with applicable securities
legislation and adequately disseminated to the public, he or she shall not be
entitled to exercise the Right.

16.      CHANGES IN SHARE CAPITAL
         ------------------------

16.1     If the number of outstanding Shares of the Company shall be increased
or decreased as a result of a stock split, consolidation, reclassification or
recapitalization and not as a result of the issuance of Shares for additional
consideration or by way of a stock dividend in the ordinary course, the Company
may make appropriate adjustments to the Designated Rights Amount and/or the
Strike Price. Any determinations by the Company as to the adjustments shall be
made in its sole discretion and all such adjustments shall be conclusive and
binding for all purposes under the Program.

17.      REORGANIZATION
         --------------

17.1     In the event of a Reorganization or proposed Reorganization, the
Company, at its option, may, subject to Stock Exchange Rules, do either of the
following:


<PAGE>


                                     - 17 -


   (a)   the Company may irrevocably commute any Right that is still capable of
         being exercised, upon giving to any Participant to whom such Right has
         been granted at least 30 days written notice of its intention to
         commute the Right, and during such period of notice, the Right, to the
         extent that it has not been exercised, may be exercised by the
         Participant up to the Designated Rights Amount without regard to the
         limitations contained in subsection 14.1(a), and on the expiry of such
         period of notice, the unexercised portion of the Rights shall lapse or
         be cancelled; or

   (b)   the Company, or any corporation which is or would be the successor to
         the Company or which may issue securities in exchange for Shares upon
         the Reorganization becoming effective, may offer any Participant the
         opportunity to obtain a new or replacement stock appreciation right or
         a security in respect of any securities into which the Shares are
         changed or are convertible or exchangeable, on a basis proportionate to
         the number of Rights held by the Participant or some other appropriate
         basis, or some other property; in such event, the Participant shall, if
         he or she accepts such offer, be deemed to have released his or her
         Rights and such Rights shall be deemed to have terminated.

17.2     The Company may specify in any notice or offer made under section 17.1,
that, if for any reason, the Reorganization is not completed, the Company may
revoke such notice or offer. The Company may exercise such right by further
notice in writing to the Participant and the Right shall thereafter continue to
be exercisable by the Participant in accordance with its terms.

17.3     Subsections (a) and (b) of section 17.1 are intended to be permissive
and may be utilized independently or successively or in combination or
otherwise, and nothing therein contained shall be construed as limiting or
affecting the ability of the Company to deal with Rights in any other manner.



<PAGE>


                                     - 18 -


                                     PART IV

                         PERFORMANCE SHARE UNIT PROGRAM


18.      PERFORMANCE SHARE UNIT PROGRAM DEFINITIONS
         ------------------------------------------

18.1     In this Program, the following terms have the following meanings:

   (a)   "Performance Grant" means a grant to a Participant pursuant to Article
         19 of a bonus stated as a dollar amount;

   (b)   "Performance Unit" means a unit allocated to a Participant under the
         Program in accordance with Article 19;

   (c)   "Program" means this Performance Share Program; and

   (d)   "Release Date" means, for a Performance Grant, the date or dates on
         which Performance Units shall be issued or be provided in the form of
         Performance Shares.

19.      GRANT OF PERFORMANCE GRANTS
         AND ALLOCATION OF PERFORMANCE UNITS
         -----------------------------------

19.1     Subsequent to the completion of each Fiscal Year, the Company may, in
its sole discretion, determine whether Performance Grants will be made to a
particular Participant, the dollar amount of such Performance Grant and the
Release Dates for the relevant Shares for such Participant. In making such
determinations, the Company may take into account the Participant's level of
responsibility, rate of compensation, individual performance and contribution,
and such other criteria as it deems appropriate, in assessing the value of such
past service of the Participant in respect of such Fiscal Year.

19.2     At the option of either the Company or the Participant, the amount
payable to a Participant under any bonus, profit sharing or gain-sharing program
by the Company, a Subsidiary or a Designated Affiliated Entity in respect of a
Fiscal Year, or a portion thereof, may be provided in the form of Performance
Grants in lieu thereof, provided the Company or Participant so elects prior to
the completion of the relevant Fiscal Year. In this case, the amount of the
Performance Grant shall be the amount in respect of which the election has been
made and the Release Date shall be the date or a specified event (including
termination of employment on Retirement) determined by the Company.

19.3     On the Date of Grant, each Participant who receives a Performance Grant
shall be allocated Performance Units reflecting such Performance Grant.

19.4     The number of Performance Units to be allocated to each Participant
shall be obtained by dividing the amount of the Performance Grant of each such
Participant by the Market Price on the Date of Grant. Fractional Units may be
allocated. Each such Performance


<PAGE>


                                     - 19 -


Unit shall represent the right to receive one Share or a cash payment at the
time, in the manner and subject to the restrictions set forth in this Program.

19.5     No certificates shall be issued with respect to such Performance
Grants or Performance Units, but the Company shall maintain records in the name
of each Participant showing the number of Performance Units to which such
Participant is entitled in accordance with the Performance Share Program.

20.      PERFORMANCE UNITS
         -----------------

20.1     Subject to section 20.2 and Article 21, and unless at any time
otherwise determined by the Company at any time, the Performance Units shall be
issued or provided in the form of Shares on the Release Date as determined under
Article 19.

20.2     Subject to the terms of the Plan, the Company may determine other terms
or conditions of any Performance Units, including

   (a)   any additional conditions with respect to the issue or provision of
         Shares under the Program, including conditions in respect of

           (i)    the market price of the Shares,

           (ii)   the financial performance or results of the Company, a
                  Subsidiary, a Designated Affiliated Entity or business unit
                  and

           (iii)  restrictions on the re-sale of Shares acquired under the
                  Program; and

   (b)   any other terms and conditions the Company may in its discretion
         determine.

21.      TERMINATION OF EMPLOYMENT AND FORFEITURES
         -----------------------------------------

21.1     Unless otherwise determined by the Company at any time, if a
Participant ceases to be employed by the Company, a Subsidiary or Designated
Affiliated Entity for any reason other than death, long-term disability or
Retirement, there shall be forfeited as of such termination of employment such
Performance Units as have not been issued or provided in the form of Shares in
accordance with the Plan. No cash or other compensation shall at any time be
paid in lieu of any such Performance Units which have been forfeited under this
Plan.

21.2     If (i) a Participant dies or ceases to be an employee of the Company, a
Subsidiary or a Designated Affiliated Entity by reason of long-term disability
or Retirement or (ii) for any other reason specified in each case by the
Company, all Performance Units shall be issued or provided in the form of Shares
to such Participant or his or her Beneficiary on a date determined by the
Company which shall in any event be not later than one year following the event.

21.3     If there is a Change of Control, all Performance Units shall be issued
or provided in the form of Shares to all Participants.


<PAGE>


                                     - 20 -


22.      ISSUE OF SHARES
         ---------------

22.1     The number of Shares to be issued or provided shall be equal to the
whole number of Performance Units which are to be released. Where, under section
20.1, the number of Units allocated would result in the issue of a fractional
Unit in the form of a fractional Share, the number of Units to be issued in the
form of Shares shall be rounded down to the next whole number of Performance
Units. No fractional Shares shall be issued or provided nor shall cash be paid
at any time in lieu of any such fractional interest. Any such fractional
interests of a Unit which, together with other fractional interests, form a
whole Unit, shall be issued or provided in the form of a Share as part of the
Units to be issued or provided to the Participant on the next applicable Release
Date, if any.

22.2     Shares issued by the Company from treasury under the Performance Share
Program shall be considered fully paid in consideration of past service that is
no less in value than the fair equivalent of the money the Company would have
received if the Shares had been issued for money.

22.3     If so determined by the Company, in lieu of the issue or provision of
Shares, the Company may satisfy the issuance or provision of Shares under the
Program, in whole or in part, by the payment of a cash amount to a Participant
on the Release Date. The amount of such payment shall be equal to the number of
Shares in respect of which the Company makes such a determination, multiplied by
the Market Price on the Release Date, subject to any applicable withholding tax.

23.      MAXIMUM NUMBER OF SHARES TO
         BE ISSUED UNDER PROGRAM
         -----------------------

23.1     The number of Shares which may be issued from the treasury of the
Company under this Program is limited to 2,000,000. The number of Shares which
may be issued pursuant to the Program to any one person shall not exceed 1% of
the issued and outstanding voting securities of the Company. In each case, the
Company may from time to time designate such other maximum number which,
however, will not in any event exceed the maximum number permitted from time to
time under Stock Exchange Rules.

23.2     If Performance Units are forfeited under this Plan, they shall again be
available for allocation under this Program.

24.      CHANGES IN SHARE CAPITAL
         ------------------------

24.1     If the number of outstanding Shares shall be increased or decreased as
a result of a stock split, consolidation, subdivision, reclassification or
recapitalization and not as a result of the issuance of Shares for additional
consideration or by way of a stock dividend in the ordinary course, the Company
may make appropriate adjustments to any maximum number of Shares which can be
issued under the Program and the number of Performance Units granted to each
Participant. Any determinations by the Company as to the adjustments shall be
made in its sole discretion and all such adjustments shall be conclusive and
binding for all purposes under the Program.


<PAGE>


                                     - 21 -


25.      REORGANIZATION
         --------------

25.1     In the event of a Reorganization or proposed Reorganization, the
Company, at its option, may, subject to Stock Exchange Rules, do either of the
following:

   (a)   the Company may irrevocably commute for or into any other security or
         other property or cash any Performance Unit upon giving to any
         Participant to whom such Performance Unit has been granted at least 30
         days' written notice of its intention to commute the Performance Unit,
         and during such period of notice, the Participant may elect to require
         the Company to issue or provide the Performance Units in the
         Participant's account as Shares, without regard to the limitations
         contained in section 20.1, or

   (b)   the Company, or any corporation which is or would be the successor to
         the Company or which may issue securities in exchange for Shares upon
         the Reorganization becoming effective, may offer any Participant the
         opportunity to obtain securities into which the Shares are changed or
         are convertible or exchangeable, on a basis proportionate to the number
         of Performance Units in the Participant's account or some other
         appropriate basis, or some other property; in such event, the
         Participant shall, if he or she accepts such offer, be deemed to have
         released his or her rights relating to the Performance Units and such
         Performance Units shall be deemed to have terminated.

25.2     The Company may specify in any notice or offer made under section 25.1,
that, if for any reason, the Reorganization is not completed, the Company may
revoke such notice or offer. The Company may exercise such right by further
notice in writing to the Participant and the Performance Unit shall thereafter
continue to be allocated to the Participant in accordance with its terms.

25.3     Subsections (a) and (b) of section 25.1 are intended to be permissive
and may be utilized independently or successively or in combination or
otherwise, and nothing therein contained shall be construed as limiting or
affecting the ability of the Company to deal with Performance Units in any other
manner.



<PAGE>


                                   SCHEDULE A

    CELESTICA INC. INLAND REVENUE APPROVED RULES FOR UNITED KINGDOM
                                   EMPLOYEES
                                ("THE SUB-PLAN")


1.       GENERAL
         This schedule to the Celestica Inc. Long Term Incentive Plan ("the
         Plan") sets out the Inland Revenue approved rules for United Kingdom
         employees ("the Sub-Plan").

2.       ESTABLISHMENT OF SUB-PLAN

         Celestica Inc. ("the Company") has established the Sub-Plan under
         section 3.4 of the Plan, which authorises the Company to add to or
         amend any provisions of the Plani.

3.       PURPOSE OF SUB-PLAN

         The purpose of the Sub-Plan is to enable the grant to, and subsequent
         exercise by, employees and directors in the United Kingdom, on a tax
         favoured basis, of options to acquire shares in the Company under the
         Plan.

4.       INLAND REVENUE APPROVAL OF SUB-PLAN

         The Sub-Plan is intended to be approved by the Inland Revenue under
         Schedule 9 to ICTA 1988.

5.       RULES OF SUB-PLAN

         The rules of the Plan, in their present form and as amended from time
         to time, shall, with the modifications set out in this schedule, form
         the rules of the Sub-Plan. In the event of any conflict between the
         rules of the Plan and this schedule, the schedule shall prevail.

6.       RELATIONSHIP OF SUB-PLAN TO PLAN

         The Sub-Plan shall form part of the Plan and not a separate and
         independent plan.


7.       INTERPRETATION

7.1      In the Sub-Plan, unless the context otherwise requires, the following
         words and expressions have the following meanings:


<PAGE>


                                     - A2 -


<TABLE>
<CAPTION>


<S>                                            <C>
         APPROVAL DATE                         The  date on  which  the  Sub-Plan  is  approved  by the
                                               Inland Revenue under Schedule 9 to ICTA 1988;

         ASSOCIATED COMPANY                    The meaning given to that  expression by section  187(2)
                                               of ICTA 1988;ii

         CLOSE COMPANY                         The meaning given to that  expression by section  414(1)
                                               of, and paragraph 8 of Schedule 9 to, ICTA 1988;iii

         CONSORTIUM                            The  meaning  given to that  word by  section  187(7) of
                                               ICTA 1988;iv

         CONTROL                               The  meaning  given to that word by section  840 of ICTA
                                               1988 and "Controlled" shall be construed accordingly;v

         ELIGIBLE EMPLOYEE                     an individual who is:

                                               (a)   an employee of a Participating Company; or

                                               (b)   a director of a
                                                     Participating Company who
                                                     is contracted to work at
                                                     least 25 hours per week for
                                                     the Company and its
                                                     subsidiaries or any of them
                                                     (exclusive of meal breaks)

                                               and who, in either case, does not
                                               have at the Date of Grant of an
                                               Option, and has not had during
                                               the preceding twelve months, a
                                               Material Interest in a Close
                                               Company which is the Company or a
                                               company which has Control of the
                                               Company or a member of a
                                               Consortium which owns the
                                               Company;

         ICTA 1988                             The Income and Corporation Taxes Act 1988;

         MARKET VALUE                          Notwithstanding section 6.2 of the Plan:
</TABLE>


<Page>
                                     - A3 -


<TABLE>
<CAPTION>


<S>                                            <C>

                                               (a)   in the case of an Option
                                                     granted under the Sub Plan:

                                                        (i)      if at the relevant time the
                                                                 Shares are listed on the New
                                                                 York Stock Exchangevi the last
                                                                 reported selling price  of a
                                                                 Share on  the New York Stock
                                                                 Exchange as reported in the
                                                                 [Wall Street Journal] for the
                                                                 dealing day immediately
                                                                 preceding  the  Date of Grant of
                                                                 the Option (for the avoidance
                                                                 of doubt, if there were no
                                                                 trades on the day immediately
                                                                 preceding the Date of Grant,
                                                                 the weighted average trading
                                                                 price of the Shares for the
                                                                 previous five days on which the
                                                                 shares traded on the New York
                                                                 Stock Exchange); or

                                                        (ii)     at the discretion of the
                                                                 Committee, the last reported
                                                                 selling price of a Share on the
                                                                 New York Stock Exchange as
                                                                 reported in the [Wall Street
                                                                 Journal] on the Date of Grant
                                                                 of the Option (for the
                                                                 avoidance of doubt, if there
                                                                 were no trades on the Date of
                                                                 Grant, the weighted average
                                                                 trading price of the Shares for
                                                                 the previous five days on which
                                                                 the shares traded on the New
                                                                 York Stock Exchange);

                                                        (iii)    if paragraphs (i) or (ii) do not
                                                                 apply, the market value of a
                                                                 Share as determined in
                                                                 accordance with Part VIII of
                                                                 the Taxation of Chargeable
                                                                 Gains Act 1992 and agreed in
                                                                 advance with the Inland
                                                                 Revenue Shares Valuation
                                                                 Division on the Date of Grant
</TABLE>

<Page>

                                     - A4 -


<TABLE>
<CAPTION>


<S>                                            <C>



                                                                 of the Option or such earlier
                                                                 date or dates  as may be agreed
                                                                 with the Board of Inland
                                                                 Revenue;

                                                        (b) in the case of an option granted under any
                                                            other share option scheme, the market
                                                            value of an ordinary share in the capital of
                                                            the Company determined under the rules of
                                                            such scheme for the purpose of the grant of
                                                            the option;

         MATERIAL INTEREST                              the meaning given to that expression by
                                                        section  187(3) of ICTA 1988;vii

         NOTIFICATION OF GRANT OF OPTION                the  notification  issued in  respect of the grant
                                                        of an option;

         OPTION                                         a subsisting  right to acquire  Shares granted
                                                        under the Sub-Plan;

         OPTION HOLDER                                  an individual  who holds an Option or, where
                                                        the context permits, his legal personal
                                                        representatives;

         ORDINARY SHARE CAPITAL                         the meaning given to that  expression by
                                                        section  832(1) of ICTA 1988; and

         PARTICIPATING COMPANY                          the Company or a Subsidiary over which the
                                                        Company has Control unless such Subsidiary
                                                        has been excluded from participation by the
                                                        Committee;

         SUBSIDIARY                                     the  meaning  given to that word in  section  736
                                                        of the Companies Act 1985;
</TABLE>


7.2      In this schedule, unless the context otherwise requires:

         7.2.1    words and expressions not defined above have the same meanings
                  as are given to them in the Plan;

         7.2.2    the rule headings are inserted for ease of reference only and
                  do not affect their interpretation;


<PAGE>


                                     - A5 -


         7.2.3    a reference to a rule is a reference to a rule in this
                  schedule;

         7.2.4    the singular includes the plural and vice-versa and the
                  masculine includes the feminine; and

         7.2.5    a reference to a statutory provision is a reference to a
                  United Kingdom statutory provision and includes any statutory
                  modification, amendment or re-enactment thereof.

8.       COMPANIES PARTICIPATING IN SUB-PLAN

         For the avoidance of doubt reference in the Plan to participation by a
         Designated Affiliated Entity of the Company shall be disregarded for
         the purposes of the Sub-Plan.

9.       SHARES USED IN SUB-PLAN

         The Shares shall form part of the Ordinary Share Capital of the Company
         and shall at all times comply with the requirements of paragraphs 10 to
         14 of Schedule 9 to ICTA 1988.viii

10.      GRANT OF OPTIONS

         An option granted under the Sub-Plan shall be granted under and subject
         to the rules of the Plan as modified by this schedule.


11.      IDENTIFICATION OF OPTIONS

         A Notification of Grant of Option issued in respect of an Option shall
         expressly state that it is issued in respect of an Option. An option
         which is not so identified shall not constitute an Option.

12.      CONTENTS OF NOTIFICATION OF GRANT OF OPTION

         A Notification of Grant of Option issued in respect of an Option shall
         state:

         a)       that it is issued in respect of an Option;

         b)       the Date of Grant of the Option;

         c)       the number of Shares subject to the Option;

         d)       the exercise price of the Shares under Option;

         e)       any performance target or other condition imposed on the
                  exercise of the Option; and


<PAGE>


         f)       the date(s) on which the Option will ordinarily become
                  exercisable.

13.      EARLIEST DATE FOR GRANT OF OPTIONS

         An Option may not be granted earlier than the Approval Date.

14.      PERSONS TO WHOM OPTIONS MAY BE GRANTED

         An Option may not be granted to an individual who is not an Eligible
         Employee at the Date of Grant. For the avoidance of doubt, and
         notwithstanding sections 1, 2.1(g) and 2.1(t)(iii) of the Plan an
         Option may not be granted under the Sub-Plan to a Consultant.

15.      OPTIONS NON TRANSFERABLE

         An Option shall be personal to the Eligible Employee to whom it is
         granted and shall not be capable of being transferred, charged or
         otherwise alienated and shall lapse immediately if the Option Holder
         purports to transfer, charge or otherwise alienate the Option.

         The reference in section 3.6 of the Plan to transfers of Options to a
         spouse, a personal holding company or family trust controlled by a
         Participant and the reference to Beneficiaries in section 2.1(b) of the
         Plan shall be disapplied for the purposes of the Sub-Plan.

16.      LIMIT ON NUMBER OF SHARES PLACED UNDER OPTION UNDER SUB-PLAN

         For the avoidance of doubt, Shares placed under Option under the
         Sub-Plan shall be taken into account for the purpose of section 3.2 of
         the Plan.

17.      INLAND REVENUE LIMIT ((POUND)30,000)

         An Option may not be granted to an Eligible Employee if the result of
         granting the Option would be that the aggregate Market Value of the
         shares subject to all outstanding options granted to him under the
         Sub-Plan or any other share option scheme established by the Company or
         an Associated Company and approved by the Board of Inland Revenue under
         Schedule 9 to ICTA 1988 (other than a savings related share option
         scheme) would exceed sterling (pound)30,000 or such other limit as may
         from time to time be specified in paragraph 28 of Schedule 9 to ICTA
         1988ix. For this purpose, the United Kingdom sterling equivalent of the
         Market Value of a Share on any day shall be determined by taking the
         noon day sterling/US dollar exchange rate for that day as quoted by the
         Bank of Canada.

18.      EXERCISE PRICE OF SHARES UNDER OPTION

         The amount payable per Share on the exercise of an Option shall not be
         less than the Market Value of a Share on the Date of Grant and shall be
         stated on the Date of Grant.


<PAGE>


                                     - A7 -


19.      PERFORMANCE TARGET OR OTHER CONDITION IMPOSED ON EXERCISE OF
         OPTION

         Any performance target or other condition imposed on the exercise of an
         Option under section 6.3 of the Plan shall be:

         19.1     objective;

         19.2     such that, once satisfied, the exercise of the Option is not
                  subject to the discretion of any person; and


         19.3     stated on the Date of Grant.

         If an event occurs as a result of which the Committee considers that a
         performance target or other condition imposed on the exercise of an
         Option is no longer appropriate and substitutes, varies or waives under
         section 3.4 of the Plan the performance target or condition, such
         substitution, variation or waiver shall:

         19.4     be reasonable in the circumstances; and

         19.5     produce a fairer measure of performance and be neither
                  materially more nor less difficult to satisfy.

20.      EXERCISE OF OPTIONS BY LEAVERS

         The period during which an Option shall remain exercisable following
         termination of employment shall be as stated in the Notification of
         Grant of Option or in the absence of any stated period therein shall be
         as set out in section 7.3 of the Plan, except that the reference in
         section 7.3 of the Plan to "unless the Company at any time otherwise
         determines" shall be disapplied for the purposes of the Sub-Plan.


21.      LATEST DATE FOR EXERCISE OF OPTIONS

         The period during which an Option shall remain exercisable shall be
         stated in the Notification of Grant of Option and any Option not
         exercised by that time shall lapse immediately.

22.      MATERIAL INTEREST

         An Option may not be exercised if the Option Holder then has, or has
         had within the preceding twelve months, a Material Interest in a Close
         Company which is the Company or which is a company which has Control of
         the Company or which is a member of a Consortium which owns the
         Company.


<PAGE>


                                     - A8 -


23.      MANNER OF PAYMENT FOR SHARES ON EXERCISE OF OPTIONS

         The amount due on the exercise of an Option shall be paid in cash or by
         cheque or banker's draft and may be paid out of funds provided to the
         Option Holder on loan by a bank, broker or other person. For the
         avoidance of doubt, the exercise procedure in section 7.5 of the Plan
         shall be disapplied for the purposes of the Sub-Plan if this involves a
         broker transferring to the Company the sale proceeds of optioned
         Shares. The date of exercise of an Option shall be the date on which
         the Company receives the amount due on the exercise of the Option.

24.      ISSUE OR TRANSFER OF SHARES ON EXERCISE OF OPTIONS

         The Company shall, as soon as reasonably practicable after the date of
         exercise of an Option, issue or transfer to the Option Holder, or
         procure the issue or transfer to the Option Holder of, the number of
         Shares specified in the notice of exercise and shall deliver to the
         Option Holder, or procure the delivery to the Option Holder of, a share
         certificate in respect of such Shares together with, in the case of the
         partial exercise of an Option, a Notification of Grant of Option in
         respect of, or the original Notification of Grant of Option endorsed to
         show, the unexercised part of the Option, subject only to compliance by
         the Option Holder with the rules of the Sub-Plan and subject to any
         delay as necessary to complete or obtain:

         24.1   the listing of the Shares on any stock exchange on which Shares
                are then listed;

         24.2   such registration or other qualification of the Shares under any
                applicable law, rule or regulation as the Company determines is
                necessary or desirable; or

         24.3   the making of provision for the payment or withholding of any
                taxes required to be withheld in accordance with the applicable
                law of any foreign jurisdiction in respect of the exercise of
                the Option or the receipt of the Shares

25.      RIGHTS ATTACHING TO SHARES ISSUED ON EXERCISE OF OPTIONS

         All Shares issued on the exercise of an Option shall, as to any voting,
         dividend, transfer and other rights, including those arising on a
         liquidation of the Company, rank equally in all respects and as one
         class with the Shares in issue at the date of such exercise save as
         regards any rights attaching to such Shares by reference to a record
         date prior to the date of such exercise.

         Reference in section 6.3(b)(iii) of the Plan to imposing restrictions
         of the re-sale of Shares acquired on the exercise of Options shall be
         disapplied to the extent that these do not apply to all share of the
         same class or not otherwise permitted by paragraph 12(2) of Schedule 9
         to ICTA.


<PAGE>


                                     - A9 -


26.      AMENDMENT OF SUB-PLAN

         Notwithstanding section 3.4 of the Plan, no amendment of the Sub-Plan,
         shall take effect until it has been approved by the Inland Revenue.

27.      ADJUSTMENT OF OPTIONS

         Notwithstanding section 9.1 of the Plan, no adjustment may be made to
         an Option until it has been approved by the Inland Revenue.

28.      EXERCISE OF DISCRETION BY COMMITTEE

         In exercising any discretion which it may have under the Sub-Plan, the
         Committee shall act fairly and reasonably.

29.      DISAPPLICATION OF CERTAIN PROVISIONS OF PLAN

         The provisions of the Plan dealing with:

         a)       Rights;

         b)       Performance Units; and

         c)       loans to Participants

         shall not form part of, and no such rights may be granted under, the
         Sub-Plan.



- --------


Notes

i    The Company is the "grantor" as defined in paragraph 1 of Schedule 9 to
ICTA 1988 because it has established the Sub-Plan. In most cases, it will
also be the Company which grants options under the Sub-Plan, although this is
not a requirement of UK tax legislation.
ii   A company is treated as another's "associated company" at a given time
if, at that time or at any other time within one year previously, one of the
two has control of the other, or both are under the control of the same
person or persons. A person is taken to have control of a company if he
exercises, or is able to exercise or is entitled to acquire, direct or
indirect control over the company's affairs and, in particular, if he
possesses or is entitled to acquire the greater part of the company's issued
share capital or the voting power in the company. UK tax legislation contains
two definitions of control: the definition of control here is different from
that in paragraph 4 below.
iii  A close company is a company which is under the control (as defined in
paragraph 1 above) of five or fewer participators (eg shareholders) or of any
number of participators who are directors. There are attributed to a
participator all the rights and powers (eg shares, voting power) of, inter
alia, a company which he controls or of an "associate" (eg relative) of his.
Ordinarily, a company is excluded from being a close company if it is non UK
resident or 35% of the voting power in the company is held by the public and
its shares have been listed, and the subject of dealings, on a recognised
stock exchange within the preceding 12 months. However, for the purpose of
the material interest test (see paragraph 5 below), this exclusion does not
apply with the result that the normal definition of a "close company" is
extended.

<PAGE>


                                    - A10 -


iv   A company is a member of a consortium owning another company if it is
one of a number of companies which between them beneficially own not less
than three-quarters of the other company's ordinary share capital and each of
which beneficially owns not less than one-twentieth of that capital.
v    Control means the power of a person to secure:
(a) by means of the holding of shares or the possession of voting power in or in
relation to that or any other body corporate; or
(b) by virtue of any powers conferred by the articles of association or other
document regulating that or any other body corporate
that the affairs of the first-mentioned body corporate are conducted in
accordance with the wishes of that person.

vi   The expression "recognised stock exchange" is defined in section 841 of
ICTA 1988. "Recognised stock exchange" means the London Stock Exchange
Limited and any stock exchange outside the UK which has been designated by
the Inland Revenue as a recognised stock exchange. This includes, inter alia,
the New York Stock Exchange, NASDAQ and any exchange registered with the US
Securities and Exchange Commission as a national securities exchange.
However, clearance is required from the Shares Valuation Division before the
NASDAQ price may be used to determine the market price of a NASDAQ listed
share.

vii  A person has a material interest in a company if he, either on his own
or with one or more associates, or if any associate of his with or without
such other associates:
(a) is the beneficial owner of, or able, directly or through the medium of other
companies, or by any other indirect means to control, more than 10 per cent of
the ordinary share capital of the company; or
(b) where the company is a close company, possesses, or is entitled to acquire,
such rights as would, in the event of the winding-up of the company or in any
other circumstances, give an entitlement to receive more than 10 per cent of the
assets which would then be available for distribution among the participators.

viii The shares used in the scheme must be:
(a)      ordinary shares;
(b)      fully paid up;
(c)      not redeemable; and
(d)      save for certain limited exceptions, not subject to any restrictions
         which do not apply to all shares of the same class.
         The shares used in the scheme must be:
(a)      of a class listed on a recognised stock exchange; or
(b)      shares in a company which is not under the control of another company;
         or
(c)      shares in a company which is under the control of another company
         (other than a company which is, or would if resident in the UK be, a
         close company) whose shares are listed on a recognised stock exchange.
The shares used in the scheme form part of the ordinary share capital of:
(a)      the grantor (ie the company which has established the scheme); or
(b)      a company which has control of the grantor; or
(c)      a company which either is, or has control of, a company which is a
         member of a consortium owning either the grantor or a company having
         control of the grantor.
Where the company whose shares are to be used in a scheme has more than one
class of ordinary share, the majority of the issued shares of the same class as
those which are to be used must be either employee control shares (see below)
or:
(a)      must not be held by persons (including trustees holding shares on
         behalf of such persons) who acquired their shares in pursuance of a
         right conferred on them or opportunity offered to them as directors or
         employees of any company, and not in pursuance of an offer to the
         public; and
(b)      if the shares are not listed on a recognised stock exchange and the
         company is under the control of another company whose shares are so
         listed, must not be held by companies which have control of the company
         whose shares are in question or of which that company is an associated
         company.
Shares are employee control shares if:
(a)      the persons holding them are, by virtue of their holding of shares of
         that class, together able to control the company; and
(b)      those persons are, or have been, employees or directors of the company
         or of another company which is under the control of the company.


<PAGE>


                                    - A11 -


ix   UK tax legislation imposes a limit (currently (pound)30,000) on the
"value" of the outstanding options which may be held by an individual
participant in an Inland Revenue approved executive share option scheme.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>a2078435zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<PAGE>

                                                                     Exhibit 5.1





                                                                  File No. 34237


                                          May 10, 2002


Celestica Inc.
12 Concorde Place
Toronto, Ontario
M3C 3R8







                                 CELESTICA INC.
                       REGISTRATION STATEMENT ON FORM S-8
               -------------------------------------------------

                  We have acted as  Canadian  counsel  to  Celestica  Inc.  (the
"Corporation")  in connection with its  Registration  Statement on Form S-8 (the
"Registration  Statement")  filed  pursuant to the  SECURITIES  ACT OF 1933,  as
amended (the "Act")  relating to the proposed  offering by the Corporation of up
to 6,000,000 subordinate voting shares of the Corporation (the "Subject Shares")
pursuant to the  exercise of options  (the  "Options")  granted or to be granted
under the Corporation's Long Term Incentive Plan (the "Plan").

                  We have examined such  corporate  records of the  Corporation,
such  certificates of officers of the  Corporation,  public officials and others
and  originals,  copies or  facsimiles  of such other  agreements,  instruments,
certificates  and documents as we have deemed  necessary or advisable as a basis
for the opinion  expressed below. We have also relied,  as to certain matters of
fact, on a certificate of an officer of the Corporation of even date herewith, a
copy of which is attached  hereto.  For the  purposes  of the opinion  expressed
below, we have, without independent investigation or verification:

(a)               assumed the genuineness of all signatures, the authenticity of
                  all documents  submitted to us as originals and the conformity
                  to  authentic  originals of all  documents  submitted to us as
                  certified or photostatic copies or as facsimiles; and

(b)               assumed  that the Options will be duly granted by the board of
                  directors of the  Corporation in accordance with the terms and
                  conditions of the Plan and in compliance  with all  applicable
                  laws.


<PAGE>


                                       -2-


                  Our opinions  expressed  herein are limited to the laws of the
Province of Ontario and the federal laws of Canada applicable in that province.

                  Based and relying upon and subject to the foregoing, we are of
the opinion that the 6,000,000  Subject  Shares which may be issued from time to
time upon the  exercise of the  Options  pursuant to the terms of the Plan will,
upon the due exercise of the Options  pursuant to the terms of the Plan and upon
receipt by the  Corporation  of the exercise price for such Subject  Shares,  be
duly  issued  and  outstanding  as fully paid and  non-assessable  shares in the
capital of the Corporation.

                  We hereby  consent to the filing of this opinion as an exhibit
to the Registration  Statement (as it may be amended from time to time), without
thereby  admitting  that  we are  "experts"  under  the  Act or  the  rules  and
regulations of the United States Securities and Exchange  Commission  thereunder
for  purposes of any part of the  Registration  Statement  (as it may be amended
from time to time), including this exhibit.

                  The  opinion  expressed  herein is  provided  solely  for your
benefit in connection  with the filing of the  Registration  Statement  with the
United States  Securities and Exchange  Commission and may not be used or relied
upon by any other person or for any other purpose.


                                     Yours very truly,




                                     /s/ Davies Ward Phillips & Vineberg LLP
                                     ----------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>a2078435zex-23_2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
<PAGE>




                                                                    Exhibit 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS


The Board of Directors
Celestica Inc.


     We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Celestica Inc. of our report dated January 21, 2002
relating to the consolidated balance sheets of Celestica Inc. as of December
31, 2000 and 2001 and the consolidated statements of earnings (loss),
shareholders' equity and cash flows for each of the years in the three year
period ended December 31, 2001, which report is included in Celestica Inc.'s
Annual Report on Form 20-F for the fiscal year ended December 31, 2001.


Toronto, Canada                                   KPMG LLP
May 9, 2002


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
