0001047469-05-001101 Sample Contracts

Shares CELANESE CORPORATION % CONVERTIBLE PERPETUAL PREFERRED STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • January 19th, 2005 • Celanese CORP • Industrial inorganic chemicals • New York
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Shares CELANESE CORPORATION SERIES A COMMON STOCK, PAR VALUE $.0001 PER SHARE UNDERWRITING AGREEMENT
Celanese CORP • January 19th, 2005 • Industrial inorganic chemicals • New York

Celanese Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) shares of its Series A Common Stock, par value $.0001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional shares of its Series A Common Stock, par value $.0001 per share (the “Additional Shares”) if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of the Series A Common Stock, par value $.0001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”

FORM OF EMPLOYMENT AGREEMENT
Form of Employment Agreement • January 19th, 2005 • Celanese CORP • Industrial inorganic chemicals • New York

In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

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