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                                                                     Exhibit 1.1

             ARTICLES OF ASSOCIATION OF ALLIANZ AKTIENGESELLSCHAFT
                            Version dated June 2004

1 GENERAL PROVISIONS

ARTICLE 1

     1 The Company's name is Allianz Aktiengesellschaft with registered offices
in Munich.

     2 The purpose of the Company is the direction of an international group of
companies, which are active in the areas of insurance, banking, asset management
and other financial, consulting and similar services. The company holds
interests in insurance companies, banks, industrial companies, investment
companies and other enterprises.

     As a reinsurer, the Company primarily assumes insurance business from its
Group companies and other companies in which the Company holds direct or
indirect interests.

     3 The Company is authorised to transact any business and to take any
measures which seem appropriate to serve the Company's object. It may form and
acquire companies and acquire interests in companies as well as manage
companies, or it may confine itself to managing its interests. Within the
framework of its object, the Company is authorised to raise loans and to issue
bonds.

     4 Public announcements shall be published in the electronical
"Bundesanzeiger" (German Federal Gazette).

     5 The financial year shall correspond to the calendar year.

ARTICLE 2

     1 The capital stock amounts to EUR 984,880,000. It is sub-divided into
384,718,750 no-par shares. Each no-par share shall be entitled to one vote. The
shares issued in 2003 are entitled to dividend as from the beginning of the
respective year.

     2 The shares are registered and can only be transferred with the approval
of the Company. Approval duly applied for will only be withheld if the Company
deems this to be necessary in the interest of the Company on exceptional
grounds; such grounds shall be made known to the applicant.

     3 The Board of Management shall be authorized to increase the capital stock
of the Company on one or more occasions on or before May 4, 2009 in an amount of
up to EUR 450,000,000 in the aggregate, upon the approval of the Supervisory
Board, by issuing new registered no-par shares against contribution in cash
and/or in kind (Authorized Capital 2004/I).

     If the capital stock is increased against contributions in cash, the
shareholders are to be granted pre-emptive rights. The Board of Management shall
be authorized, however, upon the approval of the Supervisory Board, to exclude
shareholders' pre-emptive rights

     -- for fractional amounts;

     -- if necessary to grant pre-emptive rights on new shares to holders of
        bonds issued by Allianz AG or its Group companies that carry conversion
        or option rights or conversion obligations to such an extent as such
        holders would be entitled to after having exercised their conversion or
        option rights or after any conversion obligations have been fulfilled;

     -- if the issue price of the new shares is not significantly below the
        market price and the shares issued under exclusion of pre-emptive rights
        pursuant to Sec. 186 par. 3 sentence 4 of the German Stock Corporation
        Act do not exceed 10% of the capital stock, neither on the date when
        this authorization takes effect nor on the date of exercise of this
        authorization. The sale of treasury stock will be counted towards this
        limitation if the sale occurs during the term of this authorization and
        if pre-emptive rights are excluded pursuant to Sec. 186 par. 3 sentence
        4 of the German Stock Corporation Act. In addition, shares issued or
        required to be issued with respect to bonds carrying conversion or
        option rights or conversion obligations will also count towards this
        limitation, if the bonds are issued during the term of this
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        authorization under exclusion of pre-emptive rights pursuant to Sec. 186
        par. 3 sentence 4 of the German Stock Corporation Act.

     Furthermore, the Board of Management shall be authorized, upon the approval
of the Supervisory Board, to exclude shareholders' pre-emptive rights in the
case of a capital increase against contributions in kind.

     The Board of Management shall also be authorized, upon the approval of the
Supervisory Board, to determine the additional rights of the shares and the
conditions of their issuance.

     4 Upon the approval of the Supervisory Board, the Board of Management shall
be authorized to increase the capital stock of the Company on one or more
occasions on or before May 4, 2009 by an amount of up to EUR 10,000,000 in the
aggregate by issuing new registered no-par shares against contributions in cash
(Authorized Capital 2004/II). The Board of Management may, upon the approval of
the Supervisory Board, exclude shareholders' pre-emptive rights in order to
issue the new shares to employees of Allianz AG and companies of the Allianz
Group. The Board of Management is further authorized, upon the approval of the
Supervisory Board, to exclude pre-emptive rights with respect to fractional
amounts.

     The Board of Management shall be authorized, upon the approval of the
Supervisory Board, to determine the additional rights of the shares and the
conditions of their issuance.

     5 The share capital is conditionally increased by an amount of up to
EUR 250,000,000 through issuance of up to 97,656,250 new registered no-par
shares with dividend rights becoming effective at the beginning of the fiscal
year in which such shares are issued (Conditional Capital 2004). The conditional
capital increase shall be carried out only to the extent that conversion or
option rights are exercised by holders of bonds that Allianz AG or its Group
companies have issued against cash payments in accordance with the resolution of
the Annual General Meeting of May 5, 2004, or that mandatory conversion
obligations are fulfilled, and only insofar as no other methods of servicing
these rights are used. The Board of Management shall be authorized to determine
further details of the conditional capital increase.

     6 If the capital stock is increased, the entitlement to a dividend of new
shares can be determined contrary to Sec. 60 (2) of the German Stock Corporation
Act.

ARTICLE 3

     1 The shareholders shall not have the right to receive share certificates
unless it is necessary pursuant to the rules applicable to a stock exchange
where the shares are listed.

     2 Profit participation certificates and renewal certificates will be issued
to the bearer.

2 THE BOARD OF MANAGEMENT

ARTICLE 4

     1 The Board of Management shall consist of at least two persons. Otherwise
the number of the members of the Board of Management shall be determined by the
Supervisory Board.

     2 Two members of the Board of Management or one member of the Board of
Management jointly with an executive vested with general power of attorney under
German Law (Prokura) shall be entitled to represent the Company.

     3 The Board of Management's disposition of the shares which the Company
holds in Allianz Versicherungs-AG, Munich, and the granting of subscription
rights for the latter's shares are subject to approval of the General Meeting of
Allianz AG. This does not apply if the acquirer is a member company of the
Group.

3 THE SUPERVISORY BOARD

ARTICLE 5

     The Supervisory Board shall consist of twenty members, of whom ten shall be
elected by the shareholders and ten by the employees.
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ARTICLE 6

     1 The regular term of office for members of the Supervisory Board is five
years. The term of office shall expire at the close of the General Meeting which
resolves on the ratification of actions in respect of the fourth financial year
after the beginning of the term of office, not counting the financial year in
which the term of office begins.

     2 The members and substitute members of the Supervisory Board may resign
from office at anytime by submitting written declaration to the Board of
Management of the Company.

     3 In the event of a member withdrawing from the Supervisory Board before
the end of the term of office without a substitute member taking his place, a
successor shall be elected only for the remaining term of office of the
withdrawing member.

ARTICLE 7

     1 The Supervisory Board shall elect one of its members as Chairman and one
or more Deputy Chairmen for a period corresponding to their term of office on
the Supervisory Board.

     2 The Chairman of the Supervisory Board having been elected, the
Supervisory Board shall constitute a quorum if all members have been invited or
requested to cast a vote and if either ten members, including the Chairman, or
else fifteen members participate in the voting.

ARTICLE 8

     The Supervisory Board may alter the wording of the Articles of Association.

ARTICLE 9

     1 Each member of the Supervisory Board will receive an annual fixed
remuneration of EUR 4,000 and, in addition, a remuneration of EUR 500 for every
cent by which the dividend per share declared by the Annual General Meeting
exceeds the amount of 15 cents.

     2 The Chairman of the Supervisory Board will receive double, and each Vice
Chairman one-and-one-half times, the remuneration according to par. 1. Each
member of a Supervisory Board committee, except for the mediation committee
according to Sec. 27 par. 3 of the Co-Determination Act and the audit committee,
will receive an additional 25% of the remuneration formed according to par. 1,
while the chairmen of these committees will receive an additional 50%. Members
of the audit committee will receive an additional annual fixed remuneration of
EUR 30,000, while the chairman will receive an additional EUR 45,000.
Supervisory Board members who served for only part of the fiscal year shall
receive one twelfth of the annual remuneration for each initiated month of
service. This applies in the same manner to members of Supervisory Board
committees. The total annual remuneration of a member of the Supervisory Board
shall not exceed double, and the remuneration of the Chairman of the Supervisory
Board shall not exceed triple, the remuneration according to par. 1.

     3 The Company reimburses the members of the Supervisory Board for their
out-of-pocket expenses and for the VAT payable on these salaries. The Company
provides insurance coverage and technical support to the Supervisory Board
members to the extent reasonably adequate to carry out the Supervisory Board
duties.

     4 For the time period until the Annual General Meeting in 2003, the
remuneration of the members of the Supervisory Board will be calculated
according to the provisions of the Articles of Association governing at that
time.

4 THE GENERAL MEETING

ARTICLE 10

     1 The Regular General Meeting shall be held within the first fourteen
months following the end of the financial year.
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     2 Notice of participation at each General Meeting must be submitted to the
Board of Management no later than on the last day of the statutory notification
period unless the Board of Management determines a later deadline for
notification. The deadline shall be published together with the notice convening
the General Meeting in the company's designated journals.

     3 Shareholders shall be entitled to participate and to vote in the General
Meeting if they have provided notice of their participation in due time and if
their respective shares are registered in the share register.

     4 The voting right may be exercised by a representative. Proxies which the
shareholders delivers to the Company or to persons appointed by the Company can
be granted by electronic means as further designated by the Company. The details
on granting these proxies will be announced in the company's designated journals
along with the notice of the General Meeting.

     5 The persons entitled to participate shall be provided with admission
cards and ballot papers.

ARTICLE 11

     1 The General Meeting shall be presided over by the Chairman of the
Supervisory Board or, if he is unable to attend, by another member of the
Supervisory Board to be appointed by the Supervisory Board.

     2 The members of the Board of Management and the Supervisory Board shall
attend the Annual General Meeting in person. Members of the Supervisory Board,
who cannot attend the Annual General Meeting due to an important reason or who
are not able to complete the round trip to and from the premises of the Annual
General Meeting within one day, can participate by means of audio and visual
transmission.

     3 If the invitation to the General Meeting so stipulates, the Chairman of
the General Meeting may permit the audiovisual transmission of the General
Meeting by electronic means to be further specified by him.

     4 The voting procedure shall be determined by the person presiding over the
meeting. This person may determine an alternative sequence of discussion of
items.

     5 Resolutions of the General Meeting shall be passed by a simple majority
of the votes cast, provided there is no compulsory legal provision to another
effect. This shall apply also to resolutions on the admission of non-group
shareholders to Allianz Versicherungs-AG under Article 4, Section 3 of the
Articles of Association. As far as the law requires a capital majority in
addition to a majority of votes, a simple majority of the capital stock
represented at the time the resolution is passed shall be sufficient, to the
extent that this is legally admissible.

5 ANNUAL FINANCIAL STATEMENTS, APPROPRIATION OF NET EARNINGS

ARTICLE 12

     The Board of Management shall prepare the Annual Financial Statements
(Balance Sheet, the Profit and Loss Statement and Notes) and the Management
Report, as well as the Consolidated Financial Statements and the Management
Report for the Group, and submit these to the Supervisory Board and to the
Auditor within the time prescribed by law.

ARTICLE 13

     In adopting the Annual Accounts, the Board of Management and the
Supervisory Board may transfer more than one half of the annual net profit to
revenue reserves, until one half of the capital stock is attained.

ARTICLE 14

     To the extent the Company has issued participation rights and such rights
entitle the bearer to a claim in a share of the retained earnings of the
Company, a claim by the shareholders to such share of the retained earnings
shall be excluded.

ARTICLE 15

     The Annual General Meeting shall adopt a resolution on the appropriation of
net earnings. The distribution may be a dividend in kind instead of, or in
addition to, a cash dividend.
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     Only the German Version of this document is legally binding on Allianz AG
and its directors, managers and employees. Every effort was made to assure the
accuracy of this translation, which is provided to you as a courtesy and for
informational purposes only. No warranty is made as to its completeness and
accuracy and Allianz AG, its directors , managers and employees waive all
liability with respect hereto.