X0203 3 2009-02-02 0 0001306830 Celanese CORP CE 0001165408 ADAGE CAPITAL PARTNERS GP LLC 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001163846 ADAGE CAPITAL PARTNERS LP 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001403403 Adage Capital Advisors, L.L.C. 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001403404 Atchinson Robert 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001403413 Gross Phillip 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 Series A Common Stock, $0.0001 par value ("Common Stock") 13588774 I See Footnote Convertible Preferred Stock, ("Preferred Stock") 2009-02-02 Common Stock 1001675 I See Footnotes The shares of Common Stock and Preferred Stock to which this note relates are held directly by Adage Capital Partners, L.P., a Delaware limited partnership (the "Fund"). Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), serves as the general partner of the Fund and as such has discretion over the portfolio securities beneficially owned by the Fund. Adage Capital Advisors, L.L.C., a Delaware limited liability company ("ACA"), is the managing member of ACPGP and directs ACPGP's operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of ACP. ACPGP, ACA, Robert Atchinson and Phillip Gross disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. The Preferred Stock to which this note relates is convertible at any time, at the option of the holder, into approximately 1.25 shares of Common Stock. The conversion right of the Preferred Stock to Common Stock has no expiration date. /s/ Robert Atchinson 2009-02-04 /s/ Adage Capital Partners, L.P.; By its general partner Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 2009-02-04 /s/ Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 2009-02-04 /s/ Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 2009-02-04 /s/ Phillip Gross 2009-02-04