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•	FOR the election of each of the nominees for Class III director named in this Proxy Statement – Jay V. Ihlenfeld, Mark C. Rohr, and Farah M. Walters, and FOR the election of the nominee for Class II director named in this Proxy Statement – Edward G. Galante;

•	FOR advisory approval of executive compensation; and

•	FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for 2013.

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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?”

•	Beneficial Owner.  If you are a beneficial owner, please submit your request to your broker, bank or other nominee that is the Record Holder of your shares.

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(1)

Mr. Galante is not included in this table because he became a director in February 2013. Mr. Ihlenfeld joined the Board in February 2012 and received a pro rata annual retainer and time-vesting RSUs for 2012. Mr. Rohr is included in this table because he was merely a director of the Company for a portion of 2012 and received compensation for his services as a director until April 2, 2012 when he became an employee and chief executive officer. Compensation received by Mr. Rohr in his capacity as an employee of the Company is included in the 2012 Summary Compensation Table beginning on page 48.

(2)	Includes amounts earned for the annual retainer and committee chair and lead independent director fees for the respective directors, as applicable.

(3)

Represents the grant date fair value of 2,000 time-vesting RSUs granted to each director (other than Mr. Rohr) in April 2012 under the Company’s 2009 Global Incentive Plan, as amended and restated April 19, 2012, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation. Mr. Ihlenfeld received an additional pro rata amount of time-vesting RSUs for his time served from February to April 2012. 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, 2012. As of December 31, 2012, each non-employee director owned 2,000 time-vesting RSUs, except Mr. Ihlenfeld, who held 2,299 time-vesting RSUs.

(4)

As of December 31, 2012, each director holds the following number of stock options: James E. Barlett, 24,622, all of which are vested; David F. Hoffmeister, 25,000, all of which are vested; Jay V. Ihlenfeld, -0-; Martin G. McGuinn, 25,000, all of which are vested; Paul H. O’Neill, 24,622, all of which are vested; Mark C. Rohr, 25,000, all of which are vested, plus 30,032 awarded in April 2012 as chief executive officer, none of which were vested at December 31, 2012; Daniel S. Sanders, -0-; Farah M. Walters, 25,000, all which are vested; and John K. Wulff, -0-.

(5)

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 2012. Such expenses could include meals, airfare, lodging and other entertainment, and other similar items.

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•	Our net sales were $6.4 billion in 2012, the fourth highest level since our initial public offering in 2005 (“IPO”).

•	We generated Operating EBITDA* of $1.2 billion in 2012, the third highest level since our IPO.

•	Diluted net earnings per share was $3.79 in 2012, the second highest level since our IPO .

•	Our cumulative total stockholder return over the prior one-, three- and five-year periods was 101%, 141% and 109%, respectively.

•	We increased our quarterly dividend 25% in 2012. Celanese has paid cash dividends for 31 consecutive quarters, and the average annual increase in the dividend has been greater than 20% since 2009.

•	During 2012, we returned an additional $25 million to stockholders by repurchasing shares of our Common Stock under our previously-announced stock repurchase program. We repurchased approximately $900 million of our shares from December 31, 2006 until December 31, 2012.

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•	We emphasize pay for performance and structure our compensation program to provide appropriate incentives to executives to drive business and financial results. In 2012, our named executive officers were eligible for annual performance bonus awards based, in part, on our performance relative to three metrics (Operating EBITDA, working capital and safety).

•	We set high goals for 2012 but, amid a challenging macroeconomic environment, our 2012 Operating EBITDA was below the threshold for any payout under our annual performance bonus plan. Therefore, our named executive officers employed at year end did not receive any annual incentive or cash bonus for 2012 based on Company performance.

•

Because we made changes to our annual grant cycle, no long-term equity awards were made to our executive officers in 2012, except for new hire awards to our chief executive officer and an executive officer. Under the long-term incentive plan that we implemented for 2013, which we implemented to align more closely with our strategic plans, 100% of each named executive officer’s equity awards will be performance-based, all in the form of performance-based RSUs. In addition, on average at least 45% of each of our named executive officers’, and approximately 70% of our chief executive officer’s, 2013 targeted compensation will be performance-based.

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

•

During 2012, we maintained 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. At the beginning of 2013, we amended our stock ownership guidelines effective March 1, 2013 to only include shares owned outright, share equivalents in deferred compensation and savings plans, vested stock units and shares subject to the prior hold requirement, and a portion of unvested shares of restricted stock and restricted stock units that will vest within one year of the measurement date (See “Compensation Discussion & Analysis — Additional Information Regarding Executive Compensation — Executive Stock Ownership Requirements”).

•

In 2011, we approved a policy that prohibits the hedging of Company stock and, without our consent, the pledging of Company stock, by directors and employees. None of our executive officers or directors has to our knowledge pledged any of their shares of Common Stock (See “Compensation Discussion & Analysis — Additional Information Regarding Executive Compensation — Prohibition on Hedging and Pledging”).

•

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 are entitled to severance benefits in connection with a termination without cause 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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•	No annual performance bonuses are paid to our executive officers unless the Company meets or exceeds a threshold level of Company 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 plans 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, for our executive officers.

•	The compensation program is 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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(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 services 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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•	preside over executive sessions of the non-employee, independent members of the board and at meetings of the board in the absence of, or upon the request of, the Chairman and CEO;

•	approve the scheduling of board meetings as well as the agenda and materials for each board meeting and executive session of the board’s non-employee, independent directors;

•	have the authority to call such other meetings of the non-employee, independent directors as he/she deems necessary;

•	serve as a liaison and supplemental channel of communication between the non-employee, independent directors and the Chairman and CEO;

•	meet regularly with the Chairman and CEO;

•	communicate with stockholders as requested and deemed appropriate by the board;

•	interview director candidates along with the nominating and corporate governance committee;

•	approve and coordinate the retention of advisors and consultants who report directly to the non-employee, independent members of the board, except as otherwise required by applicable law or New York Stock Exchange (“NYSE”) Listing Standards; and

•	when requested by the Chairman or the board, assist the board in reviewing and assuring compliance with governance principles.

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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

•	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

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

•	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;

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•	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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•	In 2012 our net sales, Operating EBITDA, and net earnings per diluted share were our fourth, third and second highest, respectively, since our IPO at $6.4 billion, $1.2 billion and $3.79, respectively.

•

Our results in 2012 were adversely affected by a challenging macroeconomic environment due to the European sovereign debt crisis which impacted demand in Europe and Asia. We set high goals for 2012 and, as a result of our actual performance, the Company did not meet the minimum Operating EBITDA threshold level and did not make bonus payments to our named executive officers under our performance bonus plan for 2012. A sign-on bonus was paid to our newly-hired senior vice president, human resources, in order to offset the cash incentive payment she forfeited by leaving her former employer in late 2012 to join our Company.

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•	Although we are still working to improve overall safety performance, there were key improvements for 2012 with reductions in loss of primary containment events and spill and release events.

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•	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 plans are capped;

•	plan oversight and approval of both the design and payout of the executive officers’ 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 to executive officers; 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 assess how target and actual compensation aligned with our philosophy and objectives; and

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

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•	Competitive — pay should be set at a level that is competitive to our peers with whom 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 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)	Granted for new hire awards and in special circumstances.

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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. See Exhibit A.

(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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(4)	The 2012 annual performance bonus plan provides that if the Company does not meet threshold performance for the Operating EBITDA metric, then there will be no payout for the plan even if there would have been a payout on one or more of the other metrics.

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(1)	Calculated using $42.68, the average of the 2012 high and low share prices, and average salary over 2012, except for new hires, based on ending salary rate.

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•	our incentive programs 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 equity-based compensation, which when coupled with our stock ownership guidelines, encourages long-term equity ownership by the executives, aligning their interests with our stockholders;

•	the financial metrics utilized under each of the programs 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)	Mr. Rohr joined the Company as CEO in April 2012. Ms. Johnston joined the Company as Senior Vice President, Human Resources in October 2012.

(2)

Represents the grant date fair value of long-term equity awards granted in the year indicated 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 for 2012, see Note 19 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012. Further information regarding the restricted stock, performance-based restricted stock units (“PRSUs”) and time-vesting restricted stock units (“RSUs”) granted to the named executive officers during 2012 is set forth in footnotes 8 and 10 to this 2012 Summary Compensation Table and in the 2012 Grants of Plan-Based Awards Table on a grant-by-grant basis.

(3)	Represents the grant date fair value of stock options granted in the year indicated under our 2009 GIP computed in accordance with FASB ASC Topic 718. The fair value of stock options granted was calculated using a price per share of $18.73 for Mr. Rohr and $14.89 for Ms. Johnston using the Black-Scholes pricing method, on April 5, 2012 and October 17, 2012, respectively, the

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(4)	Includes annual performance bonus award cash payouts with respect to 2012 performance. Because the Company did not achieve threshold performance for Operating EBITDA, there was a zero payout in 2012. Further information about the Annual Performance Bonus Plan is set forth in “Compensation Discussion and Analysis – Annual Performance Bonus Awards” and in the 2012 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 3.8%. The discount rate in 2011 was 4.6% and the rate in 2010 was 5.3%. Mr. Weidman began receiving benefits from the Celanese Americas Retirement Pension Plan on May 1, 2012 with a monthly joint and survivor benefit. He is expected to retire from the Celanese Americas Management Supplemental Plan at age 60 with a life only benefit. Mr. Madden has announced his retirement beginning April 1, 2013. The values shown for Mr. Madden assume immediate retirement from the Celanese Americas Retirement Pension Plan and the Celanese Americas Supplemental Retirement Pension Plan. All other participants are assumed to retire at age 65 with a life only benefit.

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

(7)	Mr. Rohr was elected Chairman and CEO on April 2, 2012. Compensation included in this table for Mr. Rohr relates to compensation received in his capacity as Chairman and CEO. Mr. Rohr has been a director since 2007. For compensation earned in his capacity solely as a director for a portion of 2012, see “2012 Director Compensation Table” on page 14.

(8)

The fair value of PRSUs granted under the 2011 LTIP was calculated to be $39.96 per share, as determined using a Monte Carlo simulation model, on April 5, 2012, the date of grant, discounted for lack of dividend participation and hold restrictions, and adjusted for a performance premium. With respect to PRSUs granted under the 2011 LTIP, payout of such PRSUs can range from a minimum of 0% to a maximum of 225% of target. The target and maximum potential values of the award of PRSUs for Mr. Rohr using the fair value discussed above, assuming performance at the target and highest levels of performance conditions, is set forth below. The target value is considered to be the value at the grant date based upon the probable outcome of the performance conditions.

(9)	Ms. Johnston’s offer letter provided for a sign-on annual performance bonus award for 2012 based on target Company performance to replace a lost incentive award when she joined the Company.

(10)	The fair value of RSUs granted was calculated to be $36.95 per share, the average of the high and low market price of our Common Stock as reported by the NYSE on October 17, 2012, the date of grant, discounted for lack of dividend participation.

(11)	Mr. Weidman retired from the Company during 2012.

(12)

Represents the value, computed in accordance with FASB ASC Topic 718, of an amendment to certain PRSU and RSU award agreements, which provides that if the participant retires after age 55 with at least 10 years of service a pro rata portion of the unvested awards would vest as of the retirement date, which occurred on April 2, 2012, subject to performance and holding period requirements, if applicable.

(13)

Represents the value, computed in accordance with FASB ASC Topic 718, of an amendment to certain stock option agreements, which provides that if the participant retires after age 55 with at least 10 years of service a pro rated portion of the unvested awards would vest as of the retirement date, which occurred on April 2, 2012, and may be exercised until the original expiration date, subject to holding period requirements, if applicable.

(14)	Ms. Wolf resigned from the Company during 2012.

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(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 2012 was 1.5%. 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 2012 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 2012, 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 expenses could include meals, airfare, lodging and other entertainment, and other similar items.

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

(6)	Paid to reimburse Mr. Rohr and Ms. Johnston for taxes paid in connection with relocation expenses paid for by us in accordance with our relocation policy available to all employees. No other tax gross-ups were paid to any other named executive officer during 2012.

(7)	Prior to 2012, we offered a cash perquisite allowance to our executive officers, other than our chief executive officer and chief operating officer, which we allowed them to use at their discretion. This payment was eliminated beginning in 2012.

(8)	Represents for (a) Mr. Rohr and Ms. Johnston, relocation benefits of $79,451 and $30,018, respectively, in accordance with our relocation policy, (b) Mr. Nivica, personal use of a Company-supplied motor vehicle for a portion of the year, and (c) Ms. Wolf, outplacement services of $5,000 and separation pay of $705,500.

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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. No payouts were made with respect to the 2012 Annual Performance Bonus Plan based on Company performance.

(2)	Mr. Rohr’s Annual Performance Bonus Plan potential was prorated for time in service.

(3)	Ms. Johnston received a sign-on bonus award calculated based on target performance.

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(1)	For PRSUs, the market or payout value has been computed on the number of units awarded, at target performance, multiplied by the closing stock price on December 31, 2012. Actual performance and payout value may vary.

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(2)	25% of the option award vests each year on April 5 beginning in 2013.

(3)	25% of the option award vests, subject to a hold feature upon exercise, each year on October 1 beginning in 2011.

(4)	25% of the option award vests, subject to a hold feature upon exercise, each year on October 1 beginning in 2012.

(5)	33.3% of the option award vests each year on October 17 beginning in 2013.

(6)	The restricted stock award vested 33.3% on October 1, 2012, and will vest 33.3% on April 5, 2013, and the remaining shares on April 5, 2015.

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

(8)	These RSUs vest on October 1, 2013 and are subject to a hold feature.

(9)	The RSUs vested, 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.

(10)	The RSUs vest on December 31, 2013.

(11)	The RSUs vested 60% on December 20, 2012, and will vest 20% on December 20, 2013 and 20% on December 20, 2014.

(12)	The RSUs vest 33.33% on October 17, 2013, 33.33% on October 17, 2014; and 33.34% on October 17, 2015.

(13)	Each of the 2010 and 2011 PRSUs vest based upon the Company’s achievement of the following performance metrics. Further information about the PRSUs is set forth in “Compensation Discussion and Analysis – Long Term Incentive Compensation.”

(14)	The PRSUs 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.

(15)	The PRSUs 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 4,109 shares subject to a one-year hold requirement.

(3)	Includes 1,664 shares that vested from an RSU award made to Mr. Rohr in 2011 when he was an independent director.

(4)	Includes shares that vested but are deferred as RSUs until expiration of the seven-year hold period from date of grant, when they will be paid out subject to federal income taxes, as follows: Mr. Sterin – 2,068 shares; Mr. Madden – 2,916 shares; Mr. Nivica – 1,339 shares; and Ms. Wolf – 1,125 shares.

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(1)	This plan computes years of credited service on a whole-year basis only.

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(1)

Amounts in this column for the Celanese Americas Supplemental Retirement Savings Plan represent Company contributions credited under the plan for 2012, which amounts are also included as All Other Compensation in the Summary Compensation Table for 2012. Amounts in this column for the 2009 Global Incentive Plan represent the portion of PRSUs or RSUs that became vested during 2012 but remain subject to a hold requirement. The amount reported is based on our stock price on the applicable vesting date. These awards were included as a component of compensation in the Stock Awards column of the Summary Compensation Table in the year in which the award was granted, based on the grant date fair value. None of the amounts in this column for the 2009 Global Incentive Plan were reported as compensation in the Summary Compensation Table for 2012.

(2)

Amounts in this column for the Celanese Americas Supplemental Retirement Savings Plan and the 2008 Deferred Compensation Plan represent earnings during 2012 under such plans. Amounts in this column for the 2009 Global Incentive Plan represent changes in our stock price during the year for all outstanding time-vesting and/or performance-based RSUs that were previously vested but remain subject to a hold requirement, plus related cash dividends credited during 2012 on such awards. None of the amounts in this column were reported as compensation in the 2012 Summary Compensation Table.

(3)

Amounts in this column include the value, at December 31, 2012, of all vested RSUs owned by the named executive officer subject to a hold requirement, plus accrued but unpaid cash dividends. The original grant date fair value of these PRSUs or RSUs were reported as a component of compensation in the Stock Awards column of the Summary Compensation Table in the year in which the award was granted. The portion of amounts in this column that have been reported in prior year Summary Compensation Tables is as follows: (i) for the 2009 Global Incentive Plan, Mr. Sterin – $56,924, Mr. Madden – $80,207, Mr. Nivica – $23,615 and Ms. Wolf – $14,900; (ii) for the Celanese Americas Supplemental Retirement Savings Plan, Mr. Madden – $47,267; and (iii) for the 2008 Deferred Compensation Plan, Mr. Nivica – $151,920.

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•	group health and dental coverage for the officer and his or her dependents for a period of two years (18 months in the case of Mr. Rohr, Mr. Nivica and Ms. Johnston) 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. Rohr, as the chief executive officer, was not eligible to participate in the Executive Severance Benefits Plan at December 31, 2012, which would ordinarily provide a benefit upon a good reason termination or an involuntary termination without cause. Subsequent to December 31, 2012, the Executive Severance Benefits Plan was amended to remove the benefit for a termination without good reason and to add Mr. Rohr as a participant. The impact of these changes is not reflected in these tables.

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(2)

Stock options and 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 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.

(3)

Upon a change in control, PRSUs 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. This benefit may be paid by the Company under Messrs. Madden and Sterin’s change in control agreements, subject to certain limitations. Messrs. Rohr and Nivica and Ms. Johnston are not entitled to any tax gross-up.

(5)	Represents reimbursement of premiums for two years of medical and dental coverage continuation upon a change in control, and for executives other than the CEO, 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 2012 rates.

(6)	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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(1)	Paid pursuant to our Executive Severance Benefits Plan, as applicable and discussed above.

(2)	Mr. Weidman was not entitled to a 2012 annual incentive plan bonus and, for Ms. Wolf, no 2012 annual performance bonus plan bonus was earned as a result of Company performance.

(3)

A pro rata portion vested based on the portion of the service period that had lapsed for Mr. Weidman, due to the retirement vesting provisions contained in his Retirement Agreement, and for Ms. Wolf, based on the provisions of her existing equity award agreements and offer letter. The value shown represents the in-the-money value of unvested stock options that became vested upon the stated event assuming exercise of the stock options on the respective separation dates based on the closing price for Common Stock on the NYSE on such dates ($46.80 and $39.16, respectively).

(4)

A pro rata portion vested based on the portion of the service period that had lapsed for Mr. Weidman, due to the retirement vesting provisions contained in his Retirement Agreement, and for Ms. Wolf, based on the provisions of her existing equity award agreements and offer letter (full vesting of the sign-on time-vesting RSU). The value shown represents the value of unvested RSUs that became vested upon the stated event assuming vesting on the respective separation dates based on the closing price for Common Stock on the NYSE on such dates.

(5)

A pro rata amount of the outstanding PRSUs vested subject to actual performance for Mr. Weidman, due to the retirement vesting provisions contained in his Retirement Agreement, and for Ms. Wolf, based on the provisions of her existing equity award agreements, and will be paid on the scheduled settlement dates based on actual Company performance. This table assumes performance at target levels and payout as of the respective separation dates based on the closing price for Common Stock on the NYSE on such dates.

(6)	No tax gross-ups were provided in connection with these separations.

(7)	No reimbursement of COBRA premiums were paid in connection with these separations.

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Mark C. Rohr, who became Chairman and CEO of the Company effective April 2, 2012, previously served as the Executive Chairman of Albemarle Corporation (“Albemarle”) until February 2012, while also serving only as a member of the Company’s board. During 2012, the Company purchased from Albemarle approximately $1.6 million of products and/or services, and Albemarle bought approximately $0.5 million of products and/or services from the Company. These transactions were 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 and restricted stock subject to vesting conditions. Does not include shares that may be acquired through exercise of options or vesting of restricted stock units or other rights to acquire shares. To our knowledge, none of the Common Stock listed as beneficially owned by the current directors or executive officers have been pledged.

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(2)

Reflects rights to acquire shares of Common Stock within 60 days of February 25, 2013, 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 25, 2013, and (ii) the vesting of restricted stock units granted under the 2009 GIP within 60 days of February 25, 2013. Also includes units in stock denominated deferred compensation plan with investments settled in shares of Common Stock as follows: Mr. O’Neill – 6,953 equivalent shares; Mr. Sanders – 2,696 equivalent shares; Ms. Walters – 4,258 equivalent shares; and Mr. Wulff – 14,139 equivalent shares.

(3)	Calculated in accordance with Rule 13d-3(d) using the number of shares of Common Stock outstanding as of February 25, 2013.

(4)

On February 12, 2013, Capital Research Global Investors (“Capital Research”) filed an Amendment No. 3 to Schedule 13G with the SEC reporting beneficial ownership of 19,541,522 shares of Common Stock as of December 31, 2012 with sole voting power and sole dispositive power over such shares. On February 13, 2013, The Growth Fund of America, Inc. (“Growth Fund”) filed an Amendment No. 1 to Schedule 13G with the SEC reporting beneficial ownership of 8,875,000 shares of Common Stock as of December 31, 2012 and indicating ability to vote such shares under certain circumstances. Based on a review of these filings, Capital Research and Management Company manages and/or advises each of Capital Research and Growth Fund and, accordingly, as noted in the filings, shares reflected in each of these reporting person’s filings may include the other related reporting person’s holdings. The address of Capital Research and Growth Fund is 333 South Hope Street, Los Angeles, CA 90071.

(5)	On February 13, 2013, Dodge & Cox filed an Amendment No. 2 to Schedule 13G with the SEC reporting beneficial ownership of 16,476,653 shares of Common Stock as of December 31, 2012, with sole voting power over 15,482,753 shares and sole dispositive power over 16,476,653 shares. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.

(6)

On February 13, 2013, T. Rowe Price Associates, Inc. (“Price Associates”) filed a Schedule 13G with the SEC reporting beneficial ownership of 14,154,369 shares of Common Stock as of December 31, 2012, with sole voting power over 4,290,473 shares and sole dispositive power over 14,127,819. As disclosed by Price Associates, these securities are owned by various individual and institutional investors for which Price Associates serves as an investment advisor with power to direct investments and/or sole power to vote the securities. For the purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be the beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The address of Price Associates is 100 E. Pratt Street, Baltimore, Maryland 21202.

(7)	Except as set forth in the footnotes below, each person has sole investment and voting power with respect to the Common Stock beneficially owned by such person.

(8)	Mr. Rohr also serves as a director and his ownership information is set forth below under “Named Executive Officers”.

(9)

Includes beneficial ownership of Common Stock by Steven M. Sterin of 1,025 equivalent shares, and by other executive officers of an aggregate of 1,533 equivalent shares, in the Celanese Americas Retirement Savings Plan Stock Fund as of February 25, 2013. 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.

(10)	Stock ownership for Mr. Weidman reflects direct holdings as of April 2, 2012, the last day on which he served as a director and executive officer of the Company, along with restricted stock units vesting and stock options exercisable within 60 days of such date.

(11)	Stock ownership for Ms. Wolf reflects direct holdings as of November 2, 2012, the last day on which she served as an executive officer of the Company, along with restricted stock units vesting and stock options exercisable within 60 days of such date.

(12)	Excludes shares of Mr. Weidman and Ms. Wolf. Does not include 361,363 performance-based restricted stock units (at target) held by our current executive officers as of February 25, 2013 subject to future performance and vesting conditions.

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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 28, 2013 available on the investor relations section of our website at www.celanese.com and is also available as Exhibit 99.1 to our Form 8-K furnished to the SEC on January 28, 2013.

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

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