Specimen of Preferred Stock Certificate

Specimen of Preferred Stock Certificate

CONVERTIBLE PERPETUAL
PREFERRED STOCK

[Celanese Corporation LOGO]

SEE REVERSE FOR
CERTAIN DEFINITIONS

CELANESE CORPORATION
INCORPORATED UNDER THE LAWS

OF THE STATE OF DELAWARE

THIS CERTIFICATE IS TRANSFERABLE IN
CANTON, MA, JERSEY CITY, NJ OR
NEW YORK, NY

CUSIP

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE CONVERTIBLE PERPETUAL PREFERRED STOCK, PAR VALUE $.01 PER SHARE, OF CELANESE CORPORATION

transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed.  This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

WITNESS the facsimile signatures of the duly authorized officers of the Corporation.

Dated:

[Signature]

[Signature]

SECRETARY

PRESIDENT AND CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:

EquiServe Trust Company, N.A.

TRANSFER AGENT AND REGISTRAR

by:

AUTHORIZED SIGNATURE

TEN COM

—

as tenants in common

UNIF GIFT MIN ACT

—

....................Custodian...................

TEN ENT

—

as tenants by the entireties

(Cust)                                (Minor)

JT TEN

—

as joint tenants with right of

under Uniform Gifts to Minors

survivorship and not as tenants

Act.................................................

in common

(State)

UNIF TRF MIN ACT

—

.............Custodian (until age........)

(Cust)

................under Uniform Transfers

(Minor)

to Minors Act.................................

                                 (State) 

_{(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)}

Shares

of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney

to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated

_{THE  SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE  NAME(S) AS WRITTEN}

_NOTICE:

_{UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.}

By

_{The signature(s) must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.}