<PAGE>   1
No. 236 of the Roll of Deeds for 1999                          Uncertified Copy
dated December 17, 1999 of the notary                          ----------------
Dr. Werner Wenger, Basel



                                  NOTARIAL DEED

                         PURCHASE AND TRANSFER AGREEMENT

Before me, the undersigned public notary

                                DR. WERNER WENGER

at Basel / Switzerland appeared today:

1.          Attorney at law Mr. Wolfdietrich Geidel, born June 1, 1957, German
            citizen, resident Am Wachholderberg 7B, D-61462 Koenigsstein,
            business address Brueningstrasse 50, D-65929 Frankfurt am Main,
            identified by submission of his official identity card,

            acting in the name of

            a)        Diogenes Dreizehnte Vermoegensverwaltungs GmbH,
                      Brueningstrasse 50, D-65929 Frankfurt am Main,
                      registered with the commercial register of Frankfurt under
                      HRB No. 45203, by virtue of the power of attorney dated
                      December 10, 1999, submitted in the original and attached
                      hereto in a notarized copy as annex A, including the
                      certificate of power of representation,

                                         -hereinafter referred to as "SELLER" -

            b)        Celanese AG, Brueningstrasse 50, D-65926 Frankfurt am
                      Main, registered with the commercial register of Frankfurt
                      under HRB No. 42283, by virtue of the power of attorney
                      dated December 10, 1999, submitted in the origi-


<PAGE>   2
                                      -2-


                     nal and attached hereto in a notarized copy as annex B,
                     including the certificate of power of representation,

                                       -hereinafter referred to as "CELANESE" -

2.          Attorney at law Dr. iur. Michael Winter, born April 10, 1964, German
            citizen, resident Schloss-Wolfsbrunnenweg 32, D-69118 Heidelberg,
            business address c/o BASF Aktiengesellschaft, Gebaeude D-100,
            D-67056 Ludwigshafen, identified by submission of his official
            identity card,

            acting in the name of

                     BASF Aktiengesellschaft, Carl-Bosch-Strasse 38, D-67056
                     Ludwigshafen, registered with the commercial register of
                     Ludwigshafen under HRB No. 3000, by virtue of the power of
                     attorney dated December 14, 1999, submitted in the original
                     and attached hereto as annex C,

                                        - hereinafter referred to as "BUYER" -.

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

Before the beginning of the following notarization, the notary explained the
prohibition of participation pursuant to the Law of Notaries of the City of
Basel (baselstaedtisches Notariatsrecht) (EG/ZGB Section 233 subsection 1 no. 4)
and pursuant to the German Authentication Act (Beurkundungsgesetz) (Section 3
subsection 1 no. 7). He asked the persons appearing whether he or a person with
whom he is associated in order to jointly exercise his profession or with whom
he shares his business premises are or were already active in the matter within
the meaning of these provisions. The persons appearing and the notary stated
that this is not the case.

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

Thereupon the persons appearing, acting as indicated, asked for notarization of
the following

                         PURCHASE AND TRANSFER AGREEMENT

<PAGE>   3
                                      -3-





                         PURCHASE AND TRANSFER AGREEMENT

                                     between

Diogenes Dreizehnte Vermoegensverwaltungs GmbH,
Brueningstrasse 50, 65929 Frankfurt am Main,
registered with the commercial register of Frankfurt under HRB No. 45203

                                       - hereinafter referred to as ,,SELLER" -

Celanese AG,
Brueningstrasse 50, 65929 Frankfurt am Main,
registered with the commercial register of Frankfurt under HRB No. 42283

                                      - hereinafter referred to as "CELANESE" -

BASF Aktiengesellschaft,
Carl-Bosch-Strasse 38, 67056 Ludwigshafen,
registered with the commercial register of Ludwigshafen under HRB No. 3000

                                         - hereinafter referred to as "BUYER" -

<PAGE>   4
                                      -4-




PREAMBLE

1.   The Seller, the Buyer and BASF Nederland B.V. domiciled in Arnheim, the
     Netherlands ("BASF B.V."), are the only shareholders of Targor GmbH
     (hereinafter referred to as "Targor"), registered with the commercial
     register of Mainz under HRB No. 6473, with a nominal capital of DM
     19,994,000.00. Thereof, the Seller holds several shares in the aggregate
     nominal value of DM 9,997,000.00, the Buyer holds several shares in the
     aggregate nominal value of DM 9,996,000.00 and BASF B.V. holds one share in
     the nominal value of DM 1,000.00. On December 16, 1998, the general
     shareholders' meeting of Targor resolved an increase in the share capital
     and admitted Buyer and Hoechst AG, Frankfurt am Main (hereinafter referred
     to as "Hoechst AG"), to subscribe a share of DM 1,000.00 each (notarial
     deed No. 2831/1887 S of the notary JR Hans Theo Schnatterer in Mainz). This
     capital increase has not yet been registered with the commercial register
     yet.

     The nominal capital in the amount of DM 19,994,000.00 has been fully paid.

2.   Hoechst AG and the Buyer jointly incorporated Targor on the basis of a
     joint venture agreement dated June 12, 1997 (deed No. A.Prot 1997/35 of the
     notary Dr. Werner Wenger, Basel) (the "JOINT VENTURE AGREEMENT"). Hoechst
     AG has transferred its shares to the Seller, including the future share
     resulting from the capital increase described under subsection 1 above,
     within as part of the spin-off of its base chemicals, acetates and
     technical polymer businesses. The spin-off became effective with the
     registration with the commercial register of Hoechst AG on October 22,
     1999.

3.   On July 27, 1999 the Buyer, Hoechst AG, the Seller and Celanese (at that
     time under the firm name "Diogenes Erste Vermoegensverwaltungs AG")
     consented to the transfer of the share of Hoechst AG in Targor GmbH to the
     Seller and to the subsequent spin-off of the share in the Seller to
     Celanese. The Buyer simultaneously declared its consent to Hoechst AG
     withdrawing from the Joint Venture Agreement and transferring all its
     rights and duties arising from the Joint

<PAGE>   5
                                      -5-


     Venture Agreement to Celanese with exonerating effect as a result of the
     spin-off. Furthermore, the Seller acceded to the Joint Venture Agreement by
     virtue of the agreement concluded on July 27, 1999. (see notarial deed
     A.Prot 1999/98 of the notary Dr. Werner Wenger, Basel).

4.   Pursuant to the Joint Venture Agreement, the Buyer had a call-option and
     the Seller had a put-option, both exercisable for the first time as of
     January 1, 2001. In lieu of exercising these options, the parties have
     agreed that the Seller shall transfer its shares described under subsection
     1 in the aggregate amount of DM 9,997,000.00 as well as its future share in
     the amount of DM 1,000.00 to the Buyer already now.

Therefore, the parties agree as follows:

                                    SECTION 1

                         PURCHASE AND TRANSFER OF SHARES

1.1. The Seller hereby sells and, subject to the conditions precedent set forth
     in Section 1.2., transfers to the Buyer the shares described in the
     Preamble under subsection 1 in the amounts of DM 9,997,000.00 and DM
     1,000.00 (the "SOLD SHARES"). The sale and transfer includes all rights and
     duties attached to the shares, including the entitlement to all profits
     retained.

1.2  The transfer of the Sold Shares shall become effective when the following
     conditions have been satisfied (conditions precedent):

     1.2.1 The purchase price pursuant to Section 2.1 has been credited
           irrevocably and unconditionally to the Seller's account pursuant to
           Section 2.2 and

     1.2.2 the capital increase mentioned in subsection 1 of the Preamble has
           been registered with the commercial register.
<PAGE>   6
                                      -6-


           The condition precedent in Section 1.2.2 shall only apply to the
           transfer of the future share in the amount of DM 1,000.00. The
           parties shall notify the undersigned notary of the fulfillment of the
           conditions precedent without undue delay, providing a copy to the
           other party. The notary will notify the parties when all conditions
           precedent are met and will then apply for registration of the
           transfer of the Sold Shares in Targor pursuant to Section 16 German
           Limited Liability Companies Act (GmbH-Gesetz).

1.3        The parties declare that the sale and transfer of the Sold Shares is
           carried out in derogation of Sections 21 and 22 of the Joint Venture
           Agreement. The parties waive any rights ensuing from these
           provisions. In particular, Seller and Buyer acknowledge the purchase
           price laid down in this contract as binding and final and waive all
           and any rights which might result from Section 22 of the Joint
           Venture Agreement in connection with annex 22 thereto.

                                    SECTION 2
                                 PURCHASE PRICE

2.1        The purchase price for the Sold Shares is DM 520 Mio. (in words:
           Deutsche Mark five hundred and twenty million).

2.2        The purchase price shall be due for payment on December 20, 1999.

           The purchase price shall be paid into the following account of the
           Seller:

                             Account No. 07 709 948
                         Dresdner Bank AG Frankfurt/Main

                                 BLZ 500 800 00

2.3        The purchase price shall be paid without deductions for bank or other
           processing fees. Payment of the purchase price is deemed to be
           performed when the pur-

<PAGE>   7
                                      -7-


           chase price has been credited unconditionally and irrevocably to the
           account of the Seller.

2.4        The Buyer shall have no right of retention regarding the purchase
           price claim. The Buyer may set off claims against the purchase price
           claim only to the extent acknowledged by the Seller or established by
           final and non-appealable court judgement.

                                    SECTION 3
                  REPRESENTATIONS AND WARRANTIES BY THE SELLER

3.1        The Seller represents and warrants that it is the sole and
           unrestricted owner of the Sold Shares at the time of the transfer and
           that they are neither charged with any encumbrances or other rights
           which could be asserted by third parties.

3.2        The Seller accepts no further representations or warranties with
           regard to the Sold Shares or to the business of Targor. Any further
           claims by the Buyer of whatever nature resulting from the sale of the
           Sold Shares, whether for a reduction of the purchase price
           (Herabsetzung des Kaufpreises), rescission (Wandelung) or
           cancellation of the contract (Ruecktritt), damages or other legal
           consequences, and no matter on what basis (including breach of
           precontractual duties (culpa in contrahendo) and voidability
           (Anfechtbarkeit)), shall be excluded. The provisions in Section 5 of
           this contract shall remain unaffected by this.

3.3        Claims for wilful misconduct of the Seller shall not be excluded or
           restricted by the provisions of this contract.



<PAGE>   8
                                      -8-


                                    SECTION 4
      MEMBERS OF THE SHAREHOLDERS' COMMITTEE (GESELLSCHAFTERAUSSCHUSS)

The Seller shall ensure that the members of the shareholders' committee of
Targor that are appointed by the Seller shall lay down their offices as member
of the shareholders' committee with effect from the day of effectiveness of the
transfer of the Sold Shares.

                                    SECTION 5
             SURVIVING OBLIGATIONS UNDER THE JOINT VENTURE AGREEMENT

5.1        The parties agree that the Joint Venture Agreement terminates with
           the effectiveness of the transfer of the Sold Shares, with the
           exception of Sections 7 to 9, 19.1 and 24 of the Joint Venture
           Agreement.

5.2        With regard to the surviving Sections 7 to 9, 19.1 and 24 of the
           Joint Venture Agreement, the parties confirm and agree as follows:

           5.2.1 Claims under Sections 8.1, 8.2, 8.3, 8.4, 8.5 and 8.7 of the
                 Joint Venture Agreement are time-barred.

           5.2.2 The Buyer confirms that up to now, it has not become aware of
                 any claims under Section 8 of the Joint Venture Agreement
                 against the Seller or Celanese. To the extent that such claims
                 have come into existence before the conclusion of this
                 agreement without the Buyer having knowledge thereof due to
                 gross negligence, the Buyer waives any such claims. Knowledge
                 within the meaning of this provision shall be determined by the
                 knowledge of both managing directors of Targor (and not only
                 one of them).

           5.2.3 Beyond the provisions in Section 9.4 of the Joint Venture
                 Agreement the Buyer undertakes to notify Celanese without undue
                 delay of the coming into existence of a claim under the
                 provisions of the Joint Venture Agreement which are still in
                 force, and to inform Celanese without undue delay and in a
                 comprehensive manner as well as to keep it up-to-date about all
<PAGE>   9
                                      -9-


               circumstances that could give rise to such claim against the
               Seller or Celanese. The Buyer shall grant Celanese the
               opportunity to participate in all meetings and negotiations
               relating thereto. Furthermore, the Buyer shall ensure that
               Celanese will have full access to all files, documents and
               information of Targor and its holding companies (as defined in
               the Joint Venture Agreement) that could be useful in connection
               with the defense against possible claims by the Buyer against
               the Seller or Celanese under this contract or under the Joint
               Venture Agreement, or that are asked for upon reasonable grounds
               upon request of Celanese.

               Moreover, in case of liability pursuant to Section 7 of the Joint
               Venture Agreement, the Buyer shall ensure that Celanese gains
               access to all relevant sites and is able to carry out
               investigations at its own costs. The Buyer further undertakes to
               provide Celanese with copies of all pertinent materials.

               Liability pursuant to Section 8.6 of the Joint Venture Agreement
               shall also apply to the extent that loss carry forwards are
               reduced as a result of tax audits of the accounts which relate to
               the period before the transfer of the Sold Shares becomes
               effective. If Targor receives reimbursement of taxes as a result
               of a tax audit, even if such reimbursement merely leads to an
               increase in the loss carry forwards, shall reduce the Seller's
               obligation to pay compensation. The compensation payment comes
               into existence once Targor, due to a tax audit surplus, is
               actually obliged to effect the tax payment.

               In case of tax audits of the accounts which relate to a period
               for which the Seller is liable under the Joint Venture Agreement
               or this agreement, the Buyer shall grant the Seller the
               opportunity to participate in all relevant tax audit activities
               (Pruefungshandlungen). In particular, the Seller shall be
               entitled to submit proposals for taking appropriate legal action.
               The right of final decision remains with Targor. This right of
               participation shall, however, be subject to the consent of a new
               shareholder of the
<PAGE>   10
                                      -10-


               Targor group. The obligation to pay compensation shall arise only
               if the Seller consents to the course of action taken by Targor or
               if it would not have been entitled to deny such consent upon
               reasonable assessment of the factual and legal position.

               The Buyer shall ensure that Targor will support the Buyer in
               fulfilling the aforementioned duties.

5.3       The Buyer shall ensure that Targor will fulfill the duties resulting
          from Section 19.1 of the Joint Venture Agreement.


                                    SECTION 6
               CONTINUING OBLIGATIONS BETWEEN TARGOR AND CELANESE

6.1       After the transfer of the Sold Shares pursuant to Section 1.2 has
          become effective, the agreements listed in Annex 1 which have been
          concluded in connection with the Joint Venture Agreement (the
          "IMPLEMENTATION AGREEMENTS") shall continue to apply between Targor
          and Celanese or its affiliates.

6.2       In the context of the spin-off described in section 2 of the preamble
          the parties contracting with Targor in the Implementation Agreements
          have changed. The Buyer consents to the assumption of the rights and
          obligation resulting from the Implementation Agreements by the
          respective companies mentioned in Annex 1 and will ensure that Targor
          also consents thereto.

6.3       As of the date of effectiveness of the transfer of the Sold Shares,
          there are no further legal relationships between the Buyer and/ or
          Targor on the one hand and Celanese and/ or the Seller on the other
          hand with regard to the Seller's share in Targor which is transferred
          pursuant to this contract, other than the legal relationships set
          forth in Sections 5 and 6 of this contract.

6.4       For those employees heretofore insured in the pension fund
          (Pensionskasse der Mitarbeiter der Hoechst -Gruppe VVaG), Targor shall
          have the opportunity to carry on the full memberships within the
          framework of the articles of the pension
<PAGE>   11
                                      -11-


          fund as amended. If and to the extent Targor decides to terminate the
          pension plan by using the pension fund, both the vested rights and the
          corresponding cover funds shall remain with the pension fund.

                                    SECTION 7
                            NOTICES AND DECLARATIONS

7.1       Notices and declarations to the Buyer in connection with this
          agreement shall be deemed to have been made validly if made by
          registered mail or courier to the following address or to any other
          address communicated in writing by the Buyer to Celanese:

          BASF Aktiengesellschaft
          - Zentralabteilung Recht-
          Herrn Dr. Winter
          Carl-Bosch-Strasse 38
          67056 Ludwigshafen.

7.2       Notices and declarations to the Seller and/ or Celanese in connection
          with this agreement shall be deemed to have been made validly if made
          by registered mail or courier to the following address or to any other
          address communicated in writing by the Seller or Celanese to the
          Buyer; a notification of Celanese shall be deemed to represent a
          notification of the Seller as well:

          Celanese AG
          - Rechtsabteilung -
          Herrn Dr. Tino Preissler
          Brueningstrasse 50

          65926 Frankfurt am Main.

                                    SECTION 8

                                  MISCELLANEOUS

<PAGE>   12
                                      -12-


8.1       To the extent that the Buyer has undertaken in this agreement to
          ensure that Targor behaves in a certain manner, this obligation of the
          Buyer shall equally apply with regard to any legal successor of
          Targor.

8.2       Changes and amendments to this contract, including this very
          provision, shall be valid only if made in writing.

8.3       Any taxes and other public levies arising in connection with this
          agreement, as well as the costs of the notarization of this agreement,
          shall be borne by the Buyer and the Seller at one half each up to an
          aggregate amount of DM 500,000.--; the Buyer shall bear any exceeding
          amounts. The foregoing provision shall not apply to taxes to be borne
          by the Seller for any capital gain.

8.4       Should any provision of this agreement be invalid or unenforceable,
          the parties shall endeavour to agree upon a valid provision which most
          effectively serves the intended economic purpose in order to replace
          the invalid or unenforceable provision.

8.5       Rights and duties under this agreement may not be transferred to a
          third party in whole or in part without prior consent of all other
          parties.


                                    SECTION 9
                                   ARBITRATION

For all disputes arising under this Agreement, with regard to its validity or in
connection with this agreement Section 24 of the Joint Venture Agreement applies
mutatis mutandis.

The foregoing Purchase and Transfer Agreement together with Annex 1 was read by
me, the notary, to the persons appearing, was approved by the persons appearing
and was then personally signed by them and by me, the notary, affixing my seal
of office.

Basel, December 17 (seventeen) 1999 (nineteen hundred and ninety nine)

<PAGE>   13
                                      -13-


                                                                   [signatures]

                                [seal of office]

A.Prot. 1999/236

[fee stamps]


     The Registrant hereby represents that the above English translation is a
fair and accurate translation of the Targor Purchase and Transfer Agreement
dated as of December 17, 1999 by and between Diogenes Dreizehnte
Vermoegensverwaltungs GmbH, Celanese AG and BASF Aktiengesellschaft.


                                             Celanese AG

                                             By: /s/ Joachim Kaffanke
                                                --------------------------------
                                                 Dr. Joachim Kaffanke
<PAGE>   14
                                      -14-




                                                             ANNEXES A, B AND C

<PAGE>   15
                                      -15-





                                                                        ANNEX A

                                POWER OF ATTORNEY

The undersigned Diogenes Dreizehnte Vermoegensverwaltungs GmbH, Frankfurt am
Main, hereby authorizes

          Mr. Ulrich Bergrath
          Mr. Ralf Christner
          Mr. Wolfdietrich Geidel
          Dr. Stephan Gutzler
          Dr. Tino Preissler

          joint business address Brueningstrasse 50, 65929 Frankfurt
          am Main

each of them acting alone, to conclude a purchase and transfer agreement in the
name of Diogenes Dreizehnte Vermoegensverwaltungs GmbH with BASF AG,
Ludwigshafen/Rhein and with Celanese AG, Frankfurt am Main. In this contract,
the shares held by Diogenes Dreizehnte Vermoegensverwaltungs GmbH in Targor
GmbH, Mainz, shall be sold and transferred from Diogenes Dreizehnte
Vermoegensverwaltungs GmbH to BASF AG.

The proxies, each of them acting alone, shall be authorized to make and accept
all statements as well as to take all actions which they consider necessary or
appropriate in the aforementioned context.

The proxies, each of them acting alone, shall be relieved from the restrictions
set forth in Section 181 German Civil Code (BGB) and shall be authorized to
grant sub-powers of attorney with equal relief from the restrictions set forth
in Section 181 BGB.

This power of attorney is governed by the law of the Federal Republic of
Germany.

Frankfurt am Main, December 10, 1999

Diogenes Dreizehnte Vermoegensverwaltungs GmbH

------------------------                              -------------------------
     [signature]                                                [signature]


<PAGE>   16
                                      -16-
                                                                        ANNEX B

                                POWER OF ATTORNEY

The undersigned Celanese AG, Frankfurt am Main, hereby authorizes

          Mr. Ulrich Bergrath
          Mr. Ralf Christner
          Mr. Wolfdietrich Geidel
          Dr. Stephan Gutzler
          Dr. Tino Preissler

          joint business address Brueningstrasse 50, 65929 Frankfurt
          am Main

each of them acting alone, to conclude a purchase and transfer agreement in the
name of Celanese AG with BASF AG, Ludwigshafen/Rhein and with Diogenes
Dreizehnte Vermoegensverwaltungs GmbH, Frankfurt am Main. In this contract, the
shares held by Diogenes Dreizehnte Vermoegensverwaltungs GmbH in Targor GmbH,
Mainz, shall be sold and transferred from Diogenes Dreizehnte
Vermoegensverwaltungs GmbH to BASF AG.

The proxies, each of them acting alone, shall be authorized to make and accept
all statements as well as to take all actions which they consider necessary or
appropriate in the aforementioned context.

The proxies, each of them acting alone, shall be relieved from the restrictions
set forth in Section 181 German Civil Code (BGB) and shall be authorized to
grant sub-powers of attorney with equal relief from the restrictions set forth
in Section 181 BGB.

This power of attorney is governed by the law of the Federal Republic of
Germany.

Frankfurt am Main, December 10, 1999

CELANESE AG

------------------------                              -------------------------
     [signature]                                               [signature]

<PAGE>   17
                                      -17-


[BASF stationary]

                                                                        ANNEX C

                                POWER OF ATTORNEY

We hereby authorize

          Dr. Michael Winter, born April 10, 1964, German citizen, identity card
          No. 6094335268, resident 69118 Heidelberg, Schloss Wolfsbrunnenweg
          32

to conclude the contract in the name of BASF Aktiengesellschaft with Diogenes
Dreizehnte Vermoegensverwaltungs GmbH, Frankfurt am Main ("Diogenes") and with
Celanese AG, Frankfurt am Main, in which, among other things, all shares held by
Diogenes in Targor GmbH, Mainz, shall be transferred to BASF Aktiengesellschaft.

The proxy is authorized to make and accept all statements as well as to take all
actions which he considers necessary or appropriate in the aforementioned
context.

Ludwigshafen, December 14, 1999

BASF Aktiengesellschaft

[signature]                                         [signature]
Goldmann                                             von Heyl

<PAGE>   18
                                      -18-



No. 4393 of the Roll of Deeds for 1999

I hereby certify that the foregoing signatures which have been subscribed
personally in my presence by

1.    Dr. Heinz Gerd G o l d m a n n , lawyer,

      in Ludwigshafen/ Rhein

2.    Dr. Albrecht von H e y l , lawyer, in Ludwigshafen/ Rhein

acting for BASF AKTIENGESELLSCHAFT in Ludwigshafen/ Rhein
are genuine.

Dr. Goldmann and Dr. von Heyl are personally known to me

I further certify that the commercial register maintained by the local court in
Ludwigshafen/ Rhein -which I have inspected today- shows under docket number HR
B 3000 that Dr. Goldmann and Dr. von Heyl are authorized to represent BASF
AKTIENGESELLSCHAFT domiciled in Ludwigshafen/ Rhein in their capacity as
"Prokurists" by acting jointly.

Ludwigshafen/ Rhein, December 14, 1999

                                     Notary

Maximum value

<PAGE>   19
                                      -19-



ANNEX 1

<PAGE>   20
                                      -20-



ANNEX 1

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
            NAME OF THE CONTRACT                                PARTIES
---------------------------------------------------------------------------------------------

<S>                                               <C>
Contribution Agreement HOECHST                    Celanese AG - Targor GmbH

(Annex 5.1.2 to the Joint Venture Agreement)

between BASF AG and Hoechst AG dated

June 12, 1997 ("Joint Venture Agreement")
---------------------------------------------------------------------------------------------
Technology Agreement HOECHST                      Celanese AG - Targor GmbH

(Annex 6.4 to the Joint Venture Agreement)
---------------------------------------------------------------------------------------------
Trademark License Agreement HOECHST               Celanese AG - Targor GmbH

(Annex 6.5 to the Joint Venture Agreement)
---------------------------------------------------------------------------------------------
Personnel Agreement HOECHST                       Celanese AG - Targor GmbH

(Annex 6.7 to the Joint Venture Agreement)
---------------------------------------------------------------------------------------------

Propylene Supply Contract HOECHST                 CPO Celanese AG & Co. Procurement

(Annex 19.4 to the Joint Venture Agreement)       Olefin KG (before the spin-off of Celanese

                                                  AG from Hoechst AG: HPO Hoechst

                                                  Aktiengesellschaft & Co. Procurement

                                                  Olefin KG) - Targor GmbH
---------------------------------------------------------------------------------------------
</TABLE>