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•	FOR the election of each of the nominees for Class II director named in this Proxy Statement – James E. Barlett, David F. Hoffmeister, and Paul H. O’Neill, and the nominee for Class III director named in this Proxy Statement – Jay V. Ihlenfeld;

•	FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for 2012.

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•	Stockholder of Record.  If you are a stockholder of record, please use the same contact information provided above under “How can I request free copies of the proxy materials or additional information?”

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(1)	Mr. Weidman is not included in this table since he was an employee of the Company during 2011 and received no compensation for his services as a director. Additionally, Mr. Ihlenfeld is not included in this table as he did not join the board until February 2012.

(2)	Includes payment of an annual retainer and committee chair fees.

(3)

Represents the grant date fair value of 1,664 time-vesting RSUs granted to each director during 2011 under the Company’s 2009 Global Incentive Plan computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation. For a discussion of the method and assumptions used to calculate such expense, see Note 19 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. As of December 31, 2011, each director owned 1,664 time-vesting RSUs.

(4)

As of December 31, 2011, each director owned the following number of stock options: James E. Barlett, 24,622, all of which are vested; Paul H. O’Neill, 24,622, all of which are vested; Daniel S. Sanders, -0-; David F. Hoffmeister, 25,000, all of which are vested; John K. Wulff, 25,000, all of which are vested; Martin G. McGuinn, 25,000, all of which are vested; Mark C. Rohr, 25,000, of which 18,750 are vested; and Farah M. Walters, 25,000, of which 18,750 are vested.

(5)	Includes above-market earnings on amounts deferred under the 2008 Deferred Compensation Plan.

(6)

Includes dividends paid under the 2008 Deferred Compensation Plan, and certain expenses paid for or reimbursed by the Company in connection with spousal or guest attendance at certain board meetings and other Company events, as well as certain non-business related expenses incurred by the director at these events in 2011. Such expenses could include meals, airfare, lodging and other entertainment, and other similar items.

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•	Our net sales grew to $6.8 billion in 2011, representing an increase of $845 million or 14.3% over the prior year.

•	Our Operating EBITDA* increased to $1.362 billion in 2011, representing an increase of $240 million or 21.4% over the prior year.

•	Our diluted net earnings per share was $3.82 in 2011 compared to $2.38 in 2010, representing a 60.5% increase over last year.

•	Our cumulative total stockholder return over the prior one-, three- and five-year periods was 8%, 263% and 76%, respectively.

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•	In 2011, our stock outperformed the S&P 500 by 5.95% and the Dow Jones U.S. Chemical Index by over 10.35%.

•	We increased our quarterly dividend 20% in 2011. Celanese has paid cash dividends for 27 consecutive quarters.

•	During 2011, we returned an additional $31 million to stockholders by repurchasing shares of our Common Stock under our previously-announced stock repurchase program.

•

We emphasize pay for performance and structure our compensation programs to provide appropriate incentives to executives to drive business and financial results. Our named executive officers received annual performance bonus awards based, in part, on our performance relative to three metrics (Operating EBITDA, working capital and safety). The amount of these cash bonus awards reflected our actual performance on these metrics.

•	At least 50% of each of our named executive officers’, and more than 80% of our chief executive officer’s, 2011 targeted compensation was performance-based, with the majority of performance-based compensation coming in the form of long-term incentives subject to hold requirements.

•	Our three-year average share usage is below the median of our peer group and our fully diluted overhang is below the competitive norms for this group.

•	We continue to have stock ownership guidelines and an executive compensation recoupment policy for all cash and stock-based awards if non-compete, non-solicitation or other covenants are breached.

•	Beginning in 2010, we adopted hold requirements on stock-based awards that focus executives on the longer-term effect of decisions made and approved a policy that prohibits the hedging of Company stock by directors and employees (See “Compensation Discussion & Analysis — Additional Information Regarding Executive Compensation”).

•

In order to encourage our named executive officers to focus on the best interests of our stockholders, we have change in control agreements that provide severance benefits (subject to a cutback to avoid excise taxes if the after tax benefit is greater) following a termination of employment by the Company without cause or by the officer for good reason generally within two years after a change in control. These agreements are intended to alleviate personal concerns under a potential change in control and not to provide compensation advantages for executing a particular transaction. See “Compensation Discussion and Analysis — Compensation Philosophy and Elements of Pay — Other Compensation Elements — Change in Control Agreements” for further information.

•

Our senior executives (other than our chief executive officer) are entitled to severance benefits in connection with a termination without cause (or termination with good reason) under our executive severance plan, which eliminates the need for negotiating arrangements at the time of a dismissal (See “Compensation Discussion & Analysis — Compensation Philosophy and Elements of Pay — Other Compensation Elements”).

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•	Our long-term incentive plan uses multiple performance metrics to help ensure a balance of absolute and relative performance metrics.

•	No annual performance bonuses are paid unless the Company meets or exceeds a threshold level of Company operating performance.

•	The compensation committee has the ability to use its discretion to reduce the amount of payments under the compensation program.

•	Payment opportunities for our executive officers under both the annual performance bonus and long-term incentive programs are capped.

•	The compensation committee has plan oversight and approves both the design and payout of all annual performance bonus awards, as well as each grant of long-term incentive compensation.

•	The compensation programs are subject to periodic assessment by the compensation committee and its independent compensation consultant. For additional information, please see “Compensation Discussion & Analysis — Risk Assessment of Compensation Practices.”

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•	No Evergreen Provision. The number of authorized shares under the 2009 GIP is fixed with no “evergreen” feature that would cause the number of authorized shares to automatically increase.

•	Limitations on Share Recycling. Shares of stock withheld from an award to pay taxes or used for the exercise of stock options will not be eligible for reissue. In addition, the full number of shares covered by an award of stock options or SARs will count against the shares available for future awards, even if fewer shares are actually issued upon exercise.

•

“Full Value” Awards Count More Than One-to-One Against the Share Limit. With respect to awards other than stock options and SARs (e.g., restricted stock and RSUs), the number of shares available for awards under the 2009 GIP is reduced by 1.59 shares for each share covered by such award. We count the maximum number of performance-vested RSUs against the share pool until the actual amount earned is known.

•

No Repricings Without Stockholder Approval. Repricing of stock options and SARs is prohibited without prior stockholder approval, with customary exceptions for certain changes in capitalization. This provision applies to both direct repricings (lowering the exercise price or strike price of a stock option or stock appreciation right) as well as indirect repricings (canceling an outstanding stock option or stock appreciation right and granting a replacement stock option or stock appreciation right with a lower exercise price).

•	No Discounted Options and Stock Appreciation Rights. Exercise prices must be at least 100% of fair market value (average of high and low stock prices) on the grant date of the award with certain exceptions.

•	Minimum Vesting Requirements. Restricted stock and restricted stock unit awards under the 2009 GIP must meet minimum vesting requirements, with certain limited exceptions. Such awards that are not performance-based must generally vest over a period of not less than three years. If awards are considered “performance-

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•

Conservative Change in Control Provisions. The Company currently intends that the award agreements used under the 2009 GIP will only provide for “double-trigger” acceleration, which affords special treatment in the event of a change in control only if and when the holder’s employment is terminated after the change in control. The Amendments require that a “change in control” for this purpose will occur only upon consummation of the triggering transaction (and not earlier upon stockholder approval), and any such transaction based on a change in ownership requires an acquisition of at least 30% ownership.

•	Changes Require Stockholder Approval. Without stockholder approval, the Company cannot make material amendments to the 2009 GIP. For example, without stockholder approval, the Company could not increase the total number of shares authorized under the 2009 GIP, or increase the annual per-participant share limit.

•	Independent Oversight. The 2009 GIP will be administered by the compensation committee, which is composed entirely of independent directors.

•	Increase the total number of shares that may be issued under the 2009 GIP by 8.00 million shares. (Section 5)

•	Re-approve the performance measures and individual award limits for purposes of Section 162(m) of the Code (Sections 5 and 13), and streamline provisions concerning incentive bonuses. (Section 9)

•	Extend the expiration date of the 2009 GIP until April 19, 2022 (10 years from the amended effective date). (Section 4)

•	Add a definition of “change in control.” (Section 2)

•	Clarify share usage and recycling rules consistent with the Company’s practices. (Section 5)

•	Clarify and consolidate provisions regarding no repricing of options or SARs. (Section 18)

•	Clarify that no dividend equivalents may be paid on performance-vesting restricted stock or RSU awards prior to satisfaction of such performance criteria. (Section 8)

•	Update and clarify performance-based compensation provisions, including expansion of the qualifying performance criteria. (Section 13)

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•	the employees eligible to receive the performance-based compensation;

•	a description of the business criteria on which the performance goals may be based; and

•	the maximum amount of compensation that can be paid to an employee under the performance goal.

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•	Stock options (both incentive stock options and “non-qualified’’ stock options);

•	SARs, alone or in conjunction with stock options or other awards, settled in cash or Common Stock, or a combination of both;

•	Shares of restricted stock and RSUs (which may settled in cash or shares, or any combination of both); and

•	Incentive bonuses which may be paid in cash, Common Stock or a combination of both.

•	prescribe, amend and rescind rules and regulations relating to the plan and to define terms not otherwise defined in the plan;

•	determine which persons are plan participants, to which of such participants awards will be granted and the timing of any such awards, provided that the board makes determinations regarding awards to non-employee directors;

•	grant awards and determine the terms and conditions of those awards, including the number of shares subject to awards and the exercise or purchase price of such shares and the circumstances under which awards become exercisable or vested or are forfeited or expire;

•	establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any award;

•	prescribe and amend the terms of the agreements or other documents evidencing awards and the terms or form of any document or notice required to be delivered to the Company by participants under the plan;

•	determine the extent to which adjustments are required in relation to changes in the Company’s capitalization, such as stock splits, reverse stock splits or dividends;

•	interpret and construe the plan, any rules and regulations under the plan and the terms and conditions of any award, and to make exceptions to any such provisions in good faith in extraordinary circumstances; and

•	make all other determinations deemed necessary or advisable for the administration of the plan.

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(1)	For professional services rendered for the audits of annual consolidated financial statements of the Company (including the audit of internal control over financial reporting), statutory audits, the review of the Company’s quarterly consolidated financial statements and review of SEC filings.

(2)	Primarily for professional services rendered in connection with consultation on financial accounting and reporting standards and employee benefit plan audits.

(3)	Primarily for professional fees related to technical assistance, the preparation of tax returns in non-U.S. jurisdictions and assistance with tax audits and appeals.

(4)	For other permitted professional advisory services.

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•	accounting and reporting practices of the Company and compliance with legal and regulatory requirements regarding such accounting and reporting practices;

•	the quality and integrity of the financial statements of the Company;

•	internal control and compliance programs;

•	the independent registered public accounting firm’s qualifications and independence; and

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•	the performance of the independent registered public accounting firm and the Company’s internal audit function.

•	review and approve the compensation of the Company’s executive officers;

•	review and approve the corporate goals and objectives relevant to the compensation of the CEO and the other executive officers, and to evaluate the CEO’s and the other executive officers’ performance and compensation in light of such established goals and objectives; and

•	oversee the development and implementation of succession plans for the CEO and the other key executives.

•	identify, screen and review individuals qualified to serve as directors and recommend candidates for nomination for election at the annual meeting of stockholders or to fill board vacancies;

•	review and recommend non-employee director compensation to the board;

•	develop and recommend to the board and oversee implementation of the Company’s Corporate Governance Guidelines;

•	oversee evaluations of the board; and

•	recommend to the board nominees for the committees of the board.

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•	oversee the Company’s policies and practices concerning environmental, health and safety issues;

•	review the impact of such policies and practices on the Company’s corporate social responsibilities, public relations and sustainability; and

•	make recommendations to the board regarding these matters.

•	leadership experience in business or administrative activities;

•	specialized expertise in the chemical industry;

•	breadth of knowledge about issues affecting the Company;

•	ability to contribute special competencies to board activities;

•	personal integrity;

•	loyalty to the company and concern for its success and welfare and willingness to apply sound independent business judgment;

•	awareness of a director’s vital part in the Company’s good corporate citizenship and corporate image;

•	time available for meetings and consultation on Company matters;

•	willingness to assume fiduciary responsibilities;

•	be intelligent, thoughtful and analytical;

•	possess knowledge about compensation and human resources practices;

•	be free of actual or potential conflicts of interest;

•	have experience serving on boards of public companies; and

•	be familiar with regulatory and governance matters.

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•	multiple performance metrics are used in our long-term incentive program to help ensure a balance of absolute and relative performance metrics;

•	a funding threshold of Company operating performance must be met or exceeded before any incentives, both annual performance bonus and long-term, will be paid;

•	negative discretion by our compensation committee can be applied to all plans;

•	payment opportunities for both the annual performance bonus plan and the long-term incentive program are capped;

•	the plan oversight and approval of both the design and payout of all annual performance bonus awards, as well as each grant of long-term incentive compensation, by the compensation committee;

•	periodic assessment of the annual performance bonus and long-term incentive plans by management and the compensation committee’s independent compensation consultant; and

•	incentive targets that are analyzed and benchmarked.

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•	reviewing and approving the corporate goals and objectives relevant to the compensation of the CEO and other executive officers;

•	evaluating the performance and compensation of the CEO and other executive officers in light of their established goals and objectives;

•	reviewing and approving both target and actual pay levels of our executive officers;

•	reviewing and approving incentive and equity-based compensation plans and all grants of awards under such plans; and

•	overseeing the development and implementation of succession plans for the CEO and the other key executives.

•	analyze and benchmark incentive targets;

•	review and provide guidance on compensation plan design;

•	review the composition of our peer group and recommend modifications;

•	conduct an analysis of compensation for our named executive officers and certain other senior executives, and assess how target and actual compensation aligned with our philosophy and objectives;

•	provide market data, historical compensation information, internal equity comparisons, competitive practice information and recommendations regarding appropriate peer groups, compensation trends and compensation strategy; and

•	conduct an analysis of compensation for the CEO’s successor.

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•	Competitive — pay should be set at a level that is competitive to our peers for which we compete for talent, is equitable among our executive officers, and recognizes the knowledge, skills and attributes of our executive officers;

•	Performance-based — pay should reward individual, business unit and Company performance when pre-established short- and long-term goals are met or exceeded and provide for consequences when such targets are not met;

•	Aligned with Stockholders — incentives should encourage long-term increases in stockholder value; and

•	Focused on Talent — pay should be designed to attract, motivate and retain key executives.

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(1)	Removed for 2012 due to merger or going private transactions.

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(1)	For purposes of calculating annual performance bonus awards, Operating EBITDA is defined as net earnings plus loss (earnings) from discontinued operations, interest income and expense, taxes and depreciation and amortization, and further adjusted for other charges and other adjustments.

(2)

For purposes of calculating annual performance bonus awards, the working capital components are defined as (a) (1) third-party accounts receivable plus (2) inventory divided by (3) net sales, and (b) third-party accounts payable divided by net sales, computed monthly (and more heavily weighted for the last month of each quarter). The table reflects the full year average of the monthly weighted targets of these components; however, the actual bonus payout is computed by reference to the actual monthly performance. Inventory effects associated with the Kelsterbach, Germany relocation have been excluded from the working capital performance targets and actual results.

(3)

For purposes of calculating annual performance bonus awards, EHS includes our Occupation Safety & Health Administration (“OSHA”) Incident Rate (“OIR,” which is defined as the ratio of OSHA recordable injuries per 200,000 employee work hours) and our Lost Time Injuries Rate (“LTIR,” which is defined as the ratio of lost time injuries per 200,000 employee work hours) and Contractor Incident Rate (“Contractor OIR,” which is defined as the ratio of OSHA recordable injuries per 200,000 contractor work hours).

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*	Market competitiveness generally falls within +/- 15% of market median.

(1)	Calculated using the average of the 2011 high and low share prices of $44.06.

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•	our incentive plans utilize a mix of short-term and long-term performance measures, which provide executives with short-term incentive to improve our results while also providing a significant incentive to maintain those results for the long-term;

•	a significant portion of our most senior executives’ incentive compensation consists of stock-based compensation, which when coupled with our stock ownership policy and equity hold requirements, encourages long-term equity ownership by the executives, aligning their interests with our stockholders;

•	the financial metrics utilized under each of the plans are designed to reflect measures of stockholder value over multiple years or annual operational performance that the compensation committee believes will tend to create long-term stockholder value;

•	various non-financial metrics (such as achievement of environmental, health and safety goals) are used as part of the process of determining compensation;

•	in determining the exact mix of compensation from year to year, the compensation committee intends to provide awards that provide an appropriate level of “market risk” that does not encourage excessive risk taking; and

•	compensation payment opportunities that may be excessive are avoided due to the limits placed on the amount of incentive payments that may be earned.

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(1)	Salary paid in 2009 reflects 27 pay periods as compared to salary paid in 2011 and 2010 which reflect 26 pay periods. Mr. Nivica joined the Company in April 2009.

(2)

Represents the grant date fair value of long-term equity incentive awards granted in 2011 under our 2009 GIP computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”). For a detailed discussion of the method and assumptions used to calculate such value, see Note 19 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Further information regarding the performance-vesting RSUs granted to the named executive officers during 2011 is set forth in footnotes 7 and 8 to this 2011 Summary Compensation Table and in the 2011 Grants of Plan-Based Awards Table on a grant-by-grant basis.

(3)

Represents the grant date fair value of stock options granted in 2011 under our 2009 GIP computed in accordance with FASB ASC Topic 718. The fair value of stock options granted under the 2011 LTIP was calculated using a price per share of $11.38 using the Black-Scholes pricing method, on October 3, 2011, the date of grant. For a detailed discussion of the method and assumptions used to calculate such value, see Note 19 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Further information regarding the stock options granted to the named executive officers during 2011 is set forth in the 2011 Grants of Plan-Based Awards Table on a grant-by-grant basis.

(4)	Includes annual performance bonus award cash payouts with respect to 2011 performance. Further information about the Annual Performance Bonus Plan is set forth in “Compensation Discussion and Analysis - Annual Performance Bonus Awards” and in the 2011 Grants of Plan-Based Awards Table.

(5)	Consists entirely of the aggregate respective change in the actuarial present value of each individual’s pension benefits based on a discount rate of 4.6%. The discount rate in 2010 was 5.3%, and in 2009 was 5.9%.

(6)	See Supplemental Perquisites and All Other Compensation Table below for additional information.

(7)	The fair value of performance-vesting RSUs granted under the 2011 LTIP was calculated to be $36.07 per share, as determined using a Monte Carlo simulation model, on November 1, 2011, the date of grant, discounted for lack of dividend participation and hold restrictions, and adjusted

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(8)

The fair value of time-vesting RSUs granted under the 2011 LTIP was calculated to be $27.62 per share, the average of the high and low market price of our Common Stock as reported by the NYSE on October 3, 2011, the date of grant, discounted for lack of dividend participation and hold restrictions. The fair value of time-vesting RSUs granted under the 2011 LTIP on December 20, 2011 to Mr. Madden and Mr. Townsend was calculated to be $42.31 per share and $42.21 per share, respectively, the average of the high and low market price of our Common Stock as reported by the NYSE on the date of grant, discounted for lack of dividend participation. The fair value of performance-vesting RSUs granted under the 2011 LTIP was calculated to be $44.74 per share and $40.34 per share on February 9, 2011 and November 1, 2011, respectively, the dates of grant, as determined using a Monte Carlo simulation model, discounted for lack of dividend participation and hold restrictions, and adjusted for a performance premium.

(1)

The Celanese Americas Supplemental Retirement Savings Plan, or CASRSP, is an unfunded, nonqualified defined contribution plan that is available only to persons employed by Celanese prior to January 1, 2001. If a person meets this eligibility requirement, he or she is entitled to an allocation under this plan equal to 5% of his or her salary in excess of the compensation limits under the Celanese Americas Retirement Savings Plan, or CARSP. The amount contributed to the plan on behalf of a participant is credited with earnings based on the earnings rate of the Stable Value Fund (a fund invested in debt instruments), which is a fund maintained for investments under the CARSP. The annualized rate of return for 2011 was 0.96%. Distributions under this plan are in the form of a lump sum payment which is paid as soon as administratively practicable after termination of employment. Further information about the CASRSP is set forth in the 2011 Pension Benefits Table.

(2)	We make a matching contribution based on the employee’s pre-tax and after-tax contributions to the CARSP. We match 100% up to the first 5% that is contributed. Contributions that are in excess of 5% will not be matched. This benefit is provided to all U.S.-based eligible employees.

(3)	The Group Excess Personal Liability insurance policy provides excess limit of liability coverage to senior executives.

(4)

During 2011, each of our executive officers, including our named executive officers, were encouraged to bring his or her spouse or a guest to certain board meetings and other Company events. This column includes expenses paid for or reimbursed by the Company in connection with spousal or guest attendance, as well as certain non-business related expenses incurred by the named executive officer at these events. Such

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(5)	Represents the cost of an annual comprehensive physical exam and expert consultation.

(6)	In 2011, we offered a cash perquisite allowance to our executive officers, other than our chief executive officer and chief operating officer, which we allow them to use at their discretion. This payment is not grossed up for taxes and has been eliminated beginning 2012.

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(1)

Annual Performance Bonus Plan. For additional information, see “Compensation Discussion and Analysis – Annual Performance Bonus Awards.” Regardless of the level of achievement, awards are also subject to an individual modifier ranging from 0-200%. For purposes of this table, (i) the “threshold” bonus amount is calculated based upon all performance measures being achieved at the plan threshold levels (25% of target bonus); (ii) the “target” bonus amount is calculated based upon all performance measures being achieved at the plan target levels (100% of target bonus); (iii) the “maximum” bonus amount is calculated based upon all performance measures being achieved at the plan stretch levels (200% of target bonus); and (iv) the individual performance modifier for each executive officer being equal to 100% in all the scenarios.

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(1)	25% of the original award vests, subject to a hold feature upon exercise, each year on October 1st beginning in 2011.

(2)	25% of the original award vests, subject to a hold feature upon exercise, each year on October 1st beginning in 2012.

(3)	The remainder of these options vest on January 1, 2012.

(4)	The remainder of these options vest on April 22, 2012.

(5)	These RSUs vest on October 1, 2012.

(6)	These RSUs vest on June 30, 2014.

(7)	The original award vests, subject to a hold feature, each year on October 1st - 30% on the first anniversary of the grant date; 30% on the second anniversary of the grant date; and 40% on the third anniversary of the grant date, beginning in 2011.

(8)	The original award vests, subject to a hold feature, each year on October 1st - 30% on the first anniversary of the grant date; 30% on the second anniversary of the grant date; and 40% on the third anniversary of the grant date, beginning in 2012.

(9)	These RSUs vest on December 31, 2013.

(10)	These RSUs vest on April 23, 2012.

(11)	These RSUs vest on June 30, 2013.

(12)	These RSUs vest 60% on December 20, 2012; 20% on December 20, 2013; and 20% on December 20, 2014.

(14)	Each of the performance-vesting RSUs vest based upon the Company’s achievement of the following performance metrics. Further information about the performance-vesting RSUs is set forth in “Compensation Discussion and Analysis - Long Term Incentive Compensation.”

(15)	These shares will vest on October 1, 2012 subject to adjustment (0-225% of targeted amount shown) based on Company performance against pre-established metrics.

(16)	These shares will vest, subject to a hold feature, on October 1, 2013 subject to adjustment (0-225% of targeted amount shown) based on Company performance against pre-established metrics.

(17)	These shares will vest, subject to a hold feature, on November 1, 2014 subject to adjustment (0-225% of targeted amount shown) based on Company performance against pre-established metrics.

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(1)	Gross shares (includes shares withheld to cover taxes) acquired.

(2)	Includes the specified number of shares that vested but are deferred as RSUs until expiration of the hold period, when they will be paid out subject to federal income taxes.

(3)	Includes 833 shares subject to a hold requirement.

(4)	Includes 1,428 shares subject to a hold requirement.

(5)	Includes 477 shares subject to a hold requirement.

(6)	Includes 446 shares subject to a hold requirement.

(7)	Includes 254,620 performance units that were settled in cash and 10,800 gross shares acquired.

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(1)	This amount is reported in the 2011 Summary Compensation Table.

(2)	A portion of this amount has been reported in prior year Summary Compensation Tables as follows: Mr. Weidman – $170,231; Mr. Madden – $27,882; and Mr. Townsend – $3,116.

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•	group health and dental coverage for the executive officer and his or her dependents for a period of two years (or in the case of Mr. Nivica, 18 months) following the date of termination.

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(1)	Paid pursuant to our Executive Severance Benefits Plan and change in control agreements, as applicable and discussed above. Mr. Weidman, as the chief executive officer, is not eligible to participate in the Executive Severance Benefits Plan, which would ordinarily provide a benefit upon a Good Reason termination or an involuntary termination without Cause.

(2)	Stock options granted after 2007 and time-vesting RSUs vest in full upon a change in control if the award is adversely affected and is not replaced with an award of equivalent economic value. The numbers presented in the change in control scenarios assume that the awards are

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(3)

Upon a change in control, performance-vesting RSUs granted after 2007 vest in full at target levels if the award is adversely affected and is not replaced with an award of equivalent economic value. The numbers presented in the change in control scenarios assume that the awards are adversely affected and not replaced with an award of equivalent economic value. To the extent the awards are replaced with awards of equivalent economic value and the executive remained employed following a change in control, the numbers shown in the Change in Control — Without Termination column above would be different.

(4)	Represents the excise tax gross-up required to make the executive whole after payment of the excise tax imposed under Section 4999 of the Code. This benefit is paid by us under such executive’s change in control agreement, subject to the cut-back and other limitations thereon. Mr. Nivica is not entitled to any tax gross-up.

(5)	In the event of death, Mr. Weidman’s spouse and children would be entitled to receive an enhanced annual pension benefit of $7,138. All other Celanese-financed benefits are offset against the survivor pension. See discussion of Celanese Americas Management Supplemental Pension Plan in the 2011 Pension Benefits Table for further details.

(6)	In the event of disability, Mr. Weidman would be entitled to receive an enhanced annual pension benefit of $107,069. All other Celanese-financed benefits are offset against the disability pension. See discussion of Celanese Americas Management Supplemental Pension Plan in the 2011 Pension Benefits Table for further details.

(7)	Represents reimbursement of premiums for one and one-half years for Mr. Nivica and two years for all other named executive officers of medical and dental coverage continuation upon a change in control, and, other than for Mr. Weidman, for the payment of COBRA premiums for a period of one year from the date of termination under our Executive Severance Benefits Plan, each based on 2011 rates.

(8)	Upon termination by the Company without cause or by the executive for good reason, each executive is entitled to up to $16,200 in outplacement services.

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Mark C. Rohr, a director of the Company, and appointee as Chairman and CEO of the Company effective April 2, 2012, is the former Executive Chairman and Chairman of the Board, President and Chief Executive Officer of Albemarle Corporation (“Albemarle”). During 2011, the Company paid Albemarle approximately $1.5 million and Albemarle paid the Company approximately $2.1 million for certain products and/or services. These transactions were pre-approved under the terms of the Related Party Transaction Policy.

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(1)	Includes shares for which the named person or entity has sole and/or shared voting and/or investment power. Does not include shares that may be acquired through exercise of options or vesting of restricted stock units or other rights to acquire shares.

(2)

Reflects rights to acquire shares of Common Stock within 60 days of February 21, 2012 and includes, as applicable, shares of Common Stock issuable upon (i) the exercise of options, granted under the 2004 stock incentive plan and the 2009 GIP, that have vested or will vest within 60 days of February 21, 2012 and (ii) the vesting of restricted stock units granted under the 2004 stock incentive plan and the 2009 GIP within 60 days of February 21, 2012. Also includes units in stock denominated deferred compensation plan with investments settled in shares of Common Stock as follows: Mr. O’Neill – 5,257 equivalent shares; Mr. Sanders – 2,682 equivalent shares; Ms. Walters – 2,575 equivalent shares; and Mr. Wulff – 12,407 equivalent shares.

(3)	Calculated in accordance with Rule 13d-3(d) using the number of shares of Common Stock outstanding as of February 21, 2012.

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(4)

On February 14, 2012, Capital Research Global Investors (“Capital Research”) filed an Amendment No. 2 to Schedule 13G with the SEC reporting beneficial ownership of 17,849,822 shares of Common Stock as of December 30, 2011 with sole voting power and sole dispositive power over such shares. On February 14, 2012, The Growth Fund of America, Inc. (“Growth Fund”) filed a Schedule 13G with the SEC reporting beneficial ownership of 10,160,000 shares of Common Stock as of December 30, 2011 with sole voting power over such shares. On February 10, 2012, Capital World Investors (“Capital World”) filed a Schedule 13G with the SEC reporting beneficial ownership of 11,135,000 shares of Common Stock as of December 30, 2011, with sole voting power and sole dispositive power over such shares. Based on a review of these filings, Capital Research and Management Company manages and/or advises each of Capital Research, Growth Fund and Capital World and, accordingly, as noted in the filing by Growth Fund, shares reflected in each of these reporting person's filings may include the other related reporting person's holdings. The address of Capital Research, Growth Fund and Capital World is 333 South Hope Street, Los Angeles, CA 90071.

(5)	On February 13, 2012, BlackRock, Inc. and certain of its subsidiaries filed a Schedule 13G with the SEC reporting beneficial ownership of 10,398,849 shares of Common Stock as of December 31, 2011, with sole voting power and sole dispositive power over all such shares. The address of BlackRock, Inc. is 40 East 52nd Street, New York, NY 10022.

(6)

On February 14, 2012, Columbia Management Investment Advisers, LLC and its parent company, Ameriprise Financial, Inc., filed an Amendment No. 1 to Schedule 13G with the SEC reporting beneficial ownership of 8,926,484 shares of Common Stock as of December 31, 2011, with shared dispositive power over 8,926,484 shares and shared voting power over 7,013,658 shares. The address of Columbia Management Investment Advisers, LLC is 225 Franklin Street, Boston, MA 02110, and the address of Ameriprise Financial, Inc. is 145 Ameriprise Financial Center, Minneapolis, MN 55474.

(7)	On February 10, 2012, Dodge & Cox filed a Schedule 13G with the SEC reporting beneficial ownership of 8,877,540 shares of Common Stock as of December 31, 2011, with sole voting over 8,311,190 shares and and sole dispositive power over 8,877,540 shares. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.

(8)

Includes beneficial ownership of Common Stock by Steven M. Sterin of 1,020 equivalent shares, by Douglas M. Madden of 557 equivalent shares, and by other executive officers of an aggregate of 1,325 equivalent shares in the Celanese Americas Retirement Savings Plan Stock Fund as of February 21, 2012. These individuals have the ability to direct the voting of the Company’s Common Stock underlying these equivalent shares and the ability to change their investment options at any time.

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(1)	Information about Other charges and Other adjustments is included in Table 7 of the Company’s press release dated January 31, 2012 available on the investor section of our website at www.celanese.com and is also available as Exhibit 99.1 to our Form 8-K filed with the SEC on January 31, 2012.

(2)	Excludes accelerated depreciation and amortization associated with plant closures included in Other adjustments.

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(1)

Includes 2,067,520 restricted stock units granted under the Celanese Corporation 2009 Global Incentive Plan (the “2009 Plan”), including shares that may be issued pursuant to outstanding performance-based restricted stock units, assuming currently estimated maximum potential performance; actual shares may vary, depending on actual performance. Upon vesting, a share of the Company’s Series A Common Stock is issued for each restricted stock unit. Column (b) does not take these awards into account because they do not have an exercise price.

(2)	Includes shares available for future issuance under the Celanese Corporation 2009 Employee Stock Purchase Plan approved by stockholders on April 23, 2009 (the “ESPP”). As of December 31, 2011, an aggregate of 14,000,000 shares of our Series A Common Stock were available for future issuance under the ESPP. No shares have been offered for purchase under the ESPP as of December 31, 2011.

(3)

The shares to be issued under plans not approved by stockholders relate to the Celanese Corporation 2004 Stock Incentive Plan (the “2004 Plan”), which is our former broad-based stock incentive plan for executive officers, key employees and directors. No further awards were made pursuant to the 2004 Plan upon stockholder approval of the 2009 Plan in April 2009. The 2004 Plan and the 2009 Plan are described in more detail in Note 19 of the accompanying notes to the consolidated financial statements. Additionally, there are 37,176 shares of phantom stock for compensation for director services deferred by certain of our non-employee directors under the 2008 Deferred Compensation Plan which are not reflected in column (a). Each share of phantom stock represents the right to receive one share of Series A Common Stock.

(4)

Includes 126,798 restricted stock units granted under the 2004 Plan, including shares that may be issued pursuant to outstanding performance-based restricted stock units, assuming currently estimated maximum potential performance; actual shares may vary, depending on actual performance. Upon vesting, a share of the Company’s Series A Common Stock is issued for each restricted stock unit. Column (b) does not take these awards into account because they do not have an exercise price.

(5)

If the performance-based restricted stock units included in this total vest at the target level (as opposed to the stretch level), the aggregate awards outstanding at December 31, 2011 would be 6,367,016. This is comprised of 4,615,033 stock options, 681,683 time-vesting RSUs granted to employees and 13,312 time-vesting RSUs granted to non-employee directors, and 1,056,988 performance-vesting RSUs assuming target performance.

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