CONFIDENTIALITY AGREEMENT



                                     between



                                   Celanese AG

                                   ("Company")



                                       and



                            General Electric Company



                    Blackstone Management Partners III L.L.C.



    (General Electric Company and Blackstone Management Partners III L.L.C.

                      together the "Bidder" or "Bidders")



                  (Bidder and Company together the "Parties")



<PAGE>



                                        2



                                    PREAMBLE



                  WHEREAS the Bidder is interested in the acquisition of the

Company by way of a public takeover bid to the shareholders of the Company (the

"Takeover Bid" or "Transaction").



                  WHEREAS the Bidder shall receive based on, and subject to, the

terms and conditions of this confidentiality agreement (the "Agreement"),

certain information relating to the Company.



                  WHEREAS the Parties are aware that the disclosure of

information by the Company to the Bidder requires a step-by-step approach in

which the extent and depth of information provided by the Company is dependent

on (i) the information provided by the Bidder on its strategic intentions

regarding the Company and its businesses and (ii) other relevant information

regarding the proposed transaction and the further steps to be taken.



NOW THEREFORE, the parties hereto agree as follows:



                                       I.



                       CONFIDENTIAL AND PUBLIC INFORMATION



1.   All information (whether written or oral) furnished (whether before or

     after the date hereof) by or on behalf of the Company, or any of its

     affiliates, agents and advisors, to the Bidder, or any of its directors,

     officers, employees, agents and advisors (collectively "Representatives"),

     in connection with the Transaction and all analyses, compilations,

     forecasts, studies or other documents prepared by the Bidder or its

     Representatives which contain or reflect any such information shall be

     confidential ("Confidential Information").



2.   The term "Confidential Information" does not include any information that

     (i) at the time of the disclosure or thereafter is generally available to,

     and known by, the public (other than as a result of a disclosure, directly

     or indirectly, by the Bidder or its Representatives), (ii) was available to

     the Bidder on a non-confidential basis from a source other than the

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