AGREEMENT AND PLAN OF MERGER



     This Agreement and Plan of Merger ("Agreement") is made and entered into

as of October 14, 2003, by and among CELESTICA Inc., a corporation organized

under the laws of the Province of Ontario, Canada ("Parent"); MSL ACQUISITION

SUB INC., a Delaware corporation and a wholly owned subsidiary of Parent

("Merger Sub"), and Manufacturers' Services Limited, a Delaware corporation

(the "Company"). Certain capitalized terms used in this Agreement are defined

in Exhibit A.



                                    RECITALS



     Parent, Merger Sub and the Company intend to effect a merger of the

Company with and into the Merger Sub in accordance with this Agreement and the

DGCL (the "Merger"). Upon consummation of the Merger, the Company will cease to

exist, and the Merger Sub will remain a wholly owned subsidiary of Parent.



     It is intended that the Merger qualify as a reorganization within the

meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the

"Code").



     The respective boards of directors of Parent, Merger Sub and the Company

have declared the advisability of and approved this Agreement and approved the

Merger.



     As a condition to the willingness of Parent and Merger Sub to enter into

this Agreement and to consummate the Merger and the other transactions

contemplated hereby, Parent has required that (a) specified officers and

directors of the Company agree, among other things, to vote all shares of

Company Common Stock beneficially owned by such officers and directors in favor

of the adoption of this Agreement in the event that such matter is put to the

stockholders of the Company for a vote and (b) certain stockholders of the

Company agree, among other things (i) to vote all shares of Company Common

Stock, Series A Preferred and Series B Preferred beneficially owned by such

stockholders in favor of the adoption of this Agreement in the event that such

matter is put to the stockholders of the Company for a vote, and (ii) to grant

an option to Parent for the purchase, under certain circumstances, of a portion

of the shares of Company Common Stock beneficially owned by such stockholders

and representing 30% of the aggregate voting power of the outstanding capital

stock of the Company (the "Stockholder Options"), all as specified in, and in

accordance with, the terms and provisions of stockholder agreements, dated as

of the date hereof, among each stockholder (collectively, the "Stockholders"),

Parent and Merger Sub, the forms of which are attached hereto as Exhibit B-1

and Exhibit B-2 (the "Stockholder Agreements"); and in order to induce Parent

and Merger Sub to enter into this Agreement, the Stockholders are each

executing and delivering their respective Stockholder Agreements simultaneously

herewith.



                                   AGREEMENT



     The parties to this Agreement, intending to be legally bound, agree as

follows:



{PAGE}



     SECTION 1: Description of Transaction.



          1.1 Merger of the Company with and into Merger Sub. Upon the terms

and subject to the conditions set forth in this Agreement, at the Effective

Time, the Company shall be merged with and into Merger Sub, and the separate

existence of the Company shall cease. Following the Effective Time, Merger Sub

shall continue as the surviving corporation (the "Surviving Corporation").



          1.2 Effect of the Merger. The Merger shall have the effects set forth

in this Agreement and in the applicable provisions of the DGCL.



          1.3 Closing; Effective Time. The consummation of the transactions

contemplated by this Agreement (the "Closing") shall take place at the offices

of Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, at 10:00

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