[CELANESE
LETTERHEAD]

March 18, 2005

Mr.
Curtis A. Shaw
 7 Dromara Road
 Ladue, MO 63124

Dear Mr. Shaw:

I am pleased to confirm our
offer for the position of Executive Vice President, General Counsel-
Americas and Corporate Secretary for Celanese Corporation
("the Company"), effective on a mutually
agreeable date in April 2005. Your position will be based at our
Dallas, Texas headquarters and you will report jointly to Dave Weidman
and Andreas Pohlmann, with principal reporting to Andreas Pohlmann.

Not later than 6 months following commencement of your employment,
you will be appointed Executive Vice President, General Counsel and
Corporate Secretary for Celanese Corporation. In this capacity you will
report to Dave Weidman and Andreas Pohlmann, with principal reporting
to Dave Weidman.

Your base salary will be $575,000 per year,
payable in accordance with the Company's normal payroll
practice.


Annual Bonus


Your annual
bonus opportunity at target will be 80% of your annual salary
(the "Target"), with a payout range of
0% to 200% of Target. If you begin your employment not
later than April 18, your 2005 bonus payable in 2006 will be paid on a
full 12-month basis. Our annual bonus plan comprises a number of
financial and non-financial measures that, combined with your personal
performance, determine your actual payment as determined annually by
the Company.


Equity Participation


In
this key leadership role, you will be granted equity-based compensation
in the Company and you will be expected to purchase and hold shares of
Celanese stock for a period of time.

Upon your employment you
will be granted 185,000 non-qualified stock options at the fair market
value on date of grant. 40% of these options are subject to
time-based vesting and 60% are subject to accelerated vesting
over a 5-year period based on attainment of certain Company financial
measures. At the time of your subsequent appointment as General Counsel
and Corporate Secretary for the Company, you will be granted an
additional 315,000 non-qualified stock options at the fair market value
on date of grant. These options will have updated vesting provisions
along the lines of the initial grant.

Also upon your employment,
you will receive a grant of $2,000,000 under the Company's
Deferred Compensation Plan which, generally, contains vesting
provisions aligned with the stock options and is paid out in cash
subject to Blackstone's exit of a minimum 90% of their
equity stake in the Company. As an inducement to accept our offer of
employment, $290,000 of this Deferred Compensation grant would be paid
to you upon your employment to assist in your purchase of Celanese
shares as outlined below. This payment is considered compensation and
is subject to statutory withholding.

The stock option grant and
deferred compensation grant are contingent upon your purchase of 27,100
Celanese shares at a price of $7.20. In addition, you may at your
option purchase up to 9375 shares at a 









per share price of $16.00. These prices
currently represent a discount to the market price and accordingly, you
would be liable for statutory tax on the value of the discount portion
at the time the shares are purchased. These shares would be subject to
trading restrictions for a period of approximately 2.5 years.


Employee Benefits


During your employment,
you will be entitled to participate in the Company's employee
benefit plans as in effect from time to time, on the same basis as
those benefits are generally made available to other senior executives
of the Company. We offer medical and dental coverage, group life
insurance (1 times annual base pay), a cash balance pension plan and a
401k plan that matches 100% of the first 5% of employee
contributions.


Vacation


You will be
entitled to four weeks annual vacation.


Relocation


The Company is prepared to
assist in your relocation to the Dallas area under the provisions of
our policy for transferred employees. Generally, this policy provides
reimbursement for home sale and purchase expense and temporary living
expenses, shipment of household goods and an offer from the Company to
purchase your home under qualifying conditions. Details concerning
provisions of this policy will be discussed with you at your
convenience.


Duration of Employment


Your employment with the Company is at-will, meaning that you or the
Company may terminate your employment at any time for any reason with
or without cause; provided, that you shall be required to give the
Company at least thirty (30) days advanced written notice of any
resignation by you. In the event that the Company terminates your
employment without Cause (other than due to your death or disability)
or, following a Change in Control you resign for Good Reason, subject
to your continued compliance with the Confidentiality, Non-compete and
Non-solicitation Agreements, you shall be entitled to receive continued
payment of your base salary plus target bonus and welfare benefits for
a period of one year following such termination of employment. These
separation payments are in lieu of any cash severance or termination
benefits that may otherwise be payable to you under any other plans,
programs or arrangements of the Company.

"Cause" shall mean (a) your willful and
continued failure to substantially perform your duties with the Company
(other than any such failure resulting from your incapacity do to
physical or mental illness) for a period of 10 days following written
notice by the Company to you of such failure, (b) your willful engaging
in conduct which is demonstrably and materially injurious to the
Company or its subsidiaries, monetarily or otherwise, (c) your
conviction of, or plea of nolo contendere to a crime
constituting a felony under the laws of the United States or any statue
thereof or (d) your breach of the Confidentiality, Noncompetition and
Nonsolicitation Agreements.

A "Change in
Control" shall mean (a)  the sale or disposition, in
one or a series of related transactions, of all or substantially all of
the assets of the Company to any "person" or
"group" (as such terms are defined in
Sections  13(d)(3) and 14(d)(2) of the Securities Exchange Act of
1934) other than Blackstone or its affiliates or (b)  any person
or group, other than Blackstone or its affiliates, is or becomes the
"beneficial owner" (as defined in
Rules  13d-3 and 13d-5 under the Securities Exchange Act of
1934), directly or indirectly, of more than 51% of the total
voting power of the voting stock of the Company, including by way of
merger, consolidation or otherwise.

"Good
Reason" shall mean (a) any reduction in your base salary
or annual bonus opportunity, (b) a substantial diminution in your
position or duties, adverse change in reporting lines or assignment of
duties materially inconsistent with your position (other than in
connection with an increase in responsibility or a promotion) or (c) a
change in the location of the principle offices of the Company after
which the 

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Company requires your relocation out of the
Dallas-Forth Worth metropolitan area; provided that the events
described herein shall constitute Good Reason only if the Company fails
to cure such event within 30 days after receipt from Executive of
written notice of the event which constitutes Good Reason.


Confidentiality, Non-compete and
Non-solicitation


As a condition of your employment,
you will be required to execute agreements (the
"Confidentiality, Noncompetition and Nonsolicitation
Agreements") with the Company regarding protection and
non-disclosure of confidential information and non-competition and
non-solicitation. Copies of these agreements will be provided to you
under separate cover.

This offer letter constitutes the full
terms and conditions of your employment with the Company. It supersedes
any other oral or written promises that may have been made to you.

This offer of employment is contingent upon the satisfactory
completion of a pre-employment drug screen. This can be arranged at
your earliest convenience.

Curt, we are most enthusiastic about
your joining the team. If these provisions are agreeable to you, please
sign the enclosed copy of this letter and return it to me by fax
972-443-4439 at your earliest convenience.

Sincerely,


/S/ William A.
Stiller


William A. Stiller
 Vice President, HR
& Communications

		
	Cc: 	Dave Weidman

Andreas Pohlmann


Agreed to this 22 day of
March, 2005


/S/ Curtis S.
Shaw                

 Curtis S.
Shaw

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