Exhibit 1.1

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| |  | ARTICLES OF
    ASSOCIATION
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|Articles of Association       
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|Credit Suisse Group           
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|Version as of February 9, 2006
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Corporate Name,Registered Officeand DurationPurpose


I.
	Corporate Name, Registered Office, Duration and PurposeArt. 1A stock corporation under the name Credit Suisse Group (the Company) is
established with its registered office in Zurich, Switzerland. Its duration is
unlimited.Art. 21
	The purpose of the Company is to hold direct or
indirect interests in all
types of businesses in Switzerland and abroad, in particular in the areas of
banking, finance, asset management and insurance. The Company has the power to
establish new businesses, acquire a majority or minority interest in existing
businesses and provide related
financing.2
	The Company has the power to acquire, mortgage and sell real estate
properties, both in Switzerland and abroad.




Share Capital


II.
	Share Capital and SharesArt. 31
	The fully paid-in share capital amounts to CHF 623,876,083 and is
divided into 1,247,752,166 registered shares with
a par value of CHF 0.5
each.2
	All share certificates shall bear the
    facsimile signatures of the Chairman or Chairwoman of the Board of Directors
    and one Member of the Board.3
	The Company may issue certificates representing
    more than one share each.4
	The Company recognises only one representative for each share.5
	Upon a resolution being passed by the General Meeting of Shareholders, registered shares may be converted into bearer shares.


Shares, Transfer ofShares and ShareRegister


Art. 41
	The Company recognises as a shareholder the person whose name is
entered in the Share Register.2




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2
	A person who has acquired registered shares will, upon application, be entered without limitation in the Share Register as having voting rights provided that he or she expressly states that he or she has acquired
the shares concerned in his or her own name for his or her own account.3
	Any person not expressly stating in his or
    her application for registration that the shares concerned have been acquired
    for his or her own account (hereinafter nominees&) may be entered
    for a maximum of 2% of the  total outstanding share capital with voting rights
    in the Share Register. In excess of this limit, registered shares held by
    a nominee will only be granted voting rights if such nominee declares in
    writing that he or she is prepared to disclose
the name, address and shareholding of any person for whose account he or she
    is holding 0.5% or more of the outstanding share capital. Art.10, Section
    2 shall apply correspondingly to nominees who are related to one another
    through capital ownership  or voting rights or have a common management or
    are otherwise interrelated.4
	The Board of Directors will issue the necessary directives to ensure that the aforementioned provisions are complied with.5
	This Article is subject to the mandatory provisions of Art. 685d, Section 3 of the Swiss Code of Obligations.6
	In the case of registered shares, the Company
    may forego the printing and delivery of share certificates and, with
    the agreement of the owner of the shares, may cancel issued certificates
    when these are  returned to the Company and not replace the same. Shareholders
    may request at any time, at no cost to them, the printing and delivery of
    certificates
representing their registered shares, and the Company may at any time print
certificates of registered shares not physically represented by certificates.7
	Registered shares not physically represented
    by certificates and the rights arising therefrom can only be transferred
    by assignment. Such assignment shall not be valid unless notice is given
    to the Company.  Title to the certificate of the transferred share is passed
    on to the transferee through legal and valid assignment and does not need
    the explicit consent of the Company. The bank which handles the book entries
    of the assigned registered shares
on behalf of the shareholders may be notified by the Company of the assignment.3




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Bond Issues


8
	Registered shares not physically represented
    by certificates and the financial rights arising from these shares
    may be pledged only to the bank which handles the book entries of such shares
    on behalf of the shareholder. The pledge must be made by means of a written
    pledge agreement.
    Notice to the Company is not required.The claim to delivery of the certificate may be transferred to the bank accepting the pledge. Otherwise the pledge of registered shares is valid when the assigned or endorsed share certificates
are transferred in accordance with provisions of Art. 901, Section 2 of the Swiss
Civil Code.9
	All the above-mentioned restrictions regarding
    transfer also apply to the transfer of registered shares not physically represented
    by certificates.III.	Debt CapitalArt. 5The Company may issue bonds, with or without
      security, including warrants and convertible issues, and may guarantee
    such issues by its subsidiaries.




Authority and Dutyto call a Meeting


IV.
	The Governing Bodies of the CompanyArt. 6The governing bodies of the Company shall be the following:1.
	The General Meeting of Shareholders;2.
	The Board of Directors;3.
	The Independent Auditors and the Group’s
Independent Auditors.1.
	The General Meeting of ShareholdersArt. 71
	The General Meeting of Shareholders shall ordinarily be called by theBoard of Directors.4




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2
	The ordinary General Meeting of Shareholders shall take place annually within six months after the close of the business year.3
	Extraordinary General Meetings of Shareholders
    shall take place as necessary. One or more shareholders whose combined holdings
    represent at least 10% of the share capital can also request that a meeting
    be
called.4
	Shareholders representing shares with a par value of CHF 0.5 million may require that a particular item appear on the agenda of the meeting.5
	The request to call a General Meeting of Shareholders must be submitted in writing and at the same time shares of the Company representing at least 10% of the share capital are to be deposited. The request to
include a particular item on the agenda of the meeting, together with the relevant proposals, must be submitted in writing and at the same time shares of the Company with a par value of at least CHF 0.5 million are to be deposited for safekeeping.
The shares are to remain in safekeeping until the day after the General Meeting of Shareholders.6
	The request to include a particular item on the agenda, together with the relevant proposals, must be submitted to the Board of Directors not later than 45 days before the date of the meeting. Art. 8The General Meeting of Shareholders has
the following powers which may not be delegated.
    It may amend the articles of association, elect the Members of
    the Board of Directors, elect the Independent
Auditors, the Groups Independent
Auditors and Special Auditors approve the annual report, the consolidated Þnancial
statements and the annual
statutory statements, determine the allocation
of the disposable profit,
formally approve the actions of the Member
of the Board of Directors and pass resolutions on all matters which have
been reserved to its authority by law or by these articles of association or which
have been submitted to the meeting by the Board of Directors. Art. 91
    Notice of the General Meeting of Shareholders
        must be given at least 20days
        before the meeting takes place. Notice of the meeting is to bepublished
      in the Swiss Gazette of Commerce (Schweizerisches Handels-amtsblatt).   5


PowersNotice of Meetings




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Voting Rghts


2
	The notice of the meeting must include the
    items on the agenda, the proposals submitted by the Board of Directors and
    by shareholders who have required that a meeting be held or that a particular
    item be included
on the agenda.3
	No resolutions can be passed on proposals of which due notice has not been given, with the exception of those concerning the calling of an extra- ordinary General Meeting or the carrying out of a special
audit. Art. 101
	Subject to the provisions of Art. 4, Section 3 every share carries one vote
at the General Meeting of Shareholders. However, except as set out in
Sections 35 below, the shares for which a single
shareholder can directly or indirectly exercise voting rights for his or her own shares or as a proxy
may not exceed 2% of the total outstanding share capital.2
  For the purposes of the restrictions
      on voting rights as laid down in Section 1 above, legal entities, partnerships
      or groups of joint owners or other groups in which individuals or legal
      entities are related to one another through capital ownership or voting
      rights or have a common management or are otherwise interrelated shall
      be regarded as being a single shareholder. The same shall apply to individuals,
      legal entities or partnerships that act in concert (especially as a syndicate)
    with intent to evade the limitation on voting rights.3
  The restrictions on voting rights
      do not apply to the exercise of voting rights by representatives of a governing
      or executive body of the company who are designated by the Company as proxies
      (Art. 689c of the Swiss Code of Obligations [CO]), or by persons designated
      by the Company as independent proxies (Art. 689c CO), or by persons acting
      as proxies for deposited shares (Art. 689d CO), provided all such persons
      have been instructed by shareholders to act as
proxies.4
  Nor do the restrictions on voting
      rights apply to shares in respect of which the shareholder confirms
      to the Company in the application for registration that he or she has acquired
      the shares in his or her name for his or her own account and in respect
      of which the disclosure requirement set out in Section 6 below has been
    satisfied.6




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5
	In addition, the restrictions on voting rights
    do not apply to shares which are registered in the name of a nominee, provided
    that this nominee furnishes the Company with the name, address and shareholding
    of the
person(s) (as per definition in Section 2 above) for whose account he or
she holds 0.5% or more of the total share capital outstanding at the time and
for which he or she (or the beneficial owner, as appropriate) has satisfied
the disclosure requirement set out in section 6 below. The Board of Directors
has the right to conclude agreements with nominees concerning both their disclosure
requirement and the exercise of voting rights.6
	The disclosure obligation must be discharged in accordance with Art. 20 of the Federal Act on Stock Exchange and Securities Trading of 24 March 1995 and the relevant ordinances and regulations.7
	The Board of Directors shall issue regulations regarding the proof of share ownership which is necessary in order to obtain voting cards. Art. 111
	The Chairman/Chairwoman of the Board of Directors shall chair the
General Meeting of Shareholders, and, in his or her absence, a Deputy
Chairman/Chairwoman or another member designated by the Board shall
take the chair.2
  The General Meeting of Shareholders
      shall elect by a show of hands the tellers to count the votes at the meeting.
      Members of the Board of Directors, the Independent Auditors, the Groups
      Independent Auditors and employees of the Company shall not be eligible
    to act as tellers.3
  The Board of Directors shall
    nominate a secretary to take the minutes.Art. 121
  The General Meeting of Shareholders
    may in principle pass resolutions
      without regard to the number of shareholders present at the meeting or
      represented by proxy.2
  Representation of at least half
    of the share capital is required for:– conversion of registered shares
    into bearer shares;– amendments to Art. 4,
      Section 37


Chairman/Chairwoman,SecretaryQuorums




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Resolutions/Required MajoritiesMinutesElection andTerm of Office


– amendments to Art. 10, Sections 1–6– dissolution
of the Company.3
	This Article is subject to the mandatory provisions of the law and other provisions of these articles of association. Art. 131
	Resolutions and elections by the General Meeting of Shareholders require
the approval of an absolute majority of the votes
represented at the meeting, except as otherwise prescribed by mandatory provisions of law or by
other provisions of these articles of association. In the case of an equality
of votes, elections and resolutions shall be decided by the casting vote of
the person chairing the meeting.2
	The conversion of registered shares into bearer shares, the dissolution of
the Company and amendments to Art. 4, Section 3 of these articles of
association require the approval of at least three-quarters of the votes
cast. Amendments to Art. 10, Sections 16 require the approval of at
least seven-eighths of the votes cast.3
	The Chairman may allow elections and ballots to be conducted by a show
of hands, by written ballot or by electronic means. A written ballot is held
if requested by 50 of the shareholders present.Art. 14The person chairing the meeting
    and the secretary of the meeting are to sign the minutes of the meeting.2.
  The Board of DirectorsArt. 151
  The Board of Directors shall
    consist of a minimum of seven Members.2
  Each Member of the Board of
    Directors shall be elected individually for a
      period of three years and shall be eligible for re-election. One year of
      office is understood to be the period of time from one ordinary General
      Meeting of Shareholders to the close of the next ordinary General Meeting.8




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Art. 161
	The Board of Directors shall decide on all matters which have not been
reserved for or conferred on another governing body of the Company by
law by these articles of association or by other regulations.2
	The Board of Directors determines those who have signatory power and
the nature of the signatory power required. A document signed on behalf
of the Company is binding on the Company only
when it carries the signatures of two authorised signatories.Art. 17The Board of Directors may delegate
      the management of the Company wholly
      or partly to committees of the Board, individual Members of the Board or
      third parties, in accordance with the regulations governing the conduct
    of business of the Company.Art. 181
  A majority of the Members of
      the Board of Directors must be present in person
      in order to pass resolutions; there is no quorum requirement for the
      acknowledgement of capital increases and the subsequent changes to
      the articles of association which must be carried out. For resolutions carried
      out by circular letter, a majority of the Members of the Board of Directors
    must cast their votes.2
  Resolutions of the Board of
      Directors require the approval of an absolute majority
      of the votes cast. In the case of an equality of votes, decisions shall
    be determined by the casting vote of the person chairing the meeting.Art. 19Minutes shall be kept of the
      proceedings and resolutions of the Board of Directors. The minutes shall
    be signed by the person chairing the meeting and the secretary.9


Powers andResponsibilitiesDelegation ofPowersQuorum/RequiredMajoritiesMinutes




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Remuneration ofDirectorsAppointment andDutiesFinancial YearAllocation ofdisposable
Profit


Art. 20The Board of Directors shall
          be appropriately remunerated for its services in an amount to be determined
        by itself.3.   The
      Independent Auditors, the Group’s Independent Auditors and the Special
      AuditorsArt. 21The Independent Auditors
          and the Group’s
    Independent Auditors shall be elected by the General Meeting of Shareholders
    for one year and shall be responsible for carrying out all functions and
    duties incumbent upon them by law.The special auditors shall be elected by the General
    Meeting of Shareholders for the term of one year and shall be responsible
    for the special audit reports in connection with qualified capital increases
    (Art. 652f CO).V.   Financial Year and Allocation of the Net ProfitArt. 22The Company’s
      financial year shall be determined by the Board of Directors.Art. 23The allocation of the disposable
          profit shall
    be made by the General Meeting of Shareholders.
    The distributions of a dividend
    and the establishment and utilisation
    of special reserves, if any, shall be decided by the General Meeting of
    Shareholders in accordance with Art. 671 ff
    of the Swiss Code of Obligations.VI.Dissolution and Liquidation
    of the CompanyArt. 24Should the Company be dissolved,
          the Board of Directors shall carry out the
          liquidation unless the General Meeting of
    Shareholders decides otherwise.10




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VII.Official Notices and AnnouncementsArt. 251
	The Swiss Commercial Gazette (Schweizerisches
    Handelsamtsblatt) shall be the official medium for publication
            of the Company’s notices and announcements.2
	Notices and announcements to the shareholders
        shall be made in the Swiss Commercial Gazette (Schweizerisches Handelsamtsblatt),
        insofar as the law does not prescribe some other manner of publication.VIII.     Transitional
        RegulationsArt. 261
  The share capital pursuant to
          Art. 3 of the articles
    of association shall be increased by no
    more than CHF 25,000,000 through
    the issue of no more than 50,000,000 registered
    shares with a
    par value of CHF 0.5 each, to be fully
    paid in, through the exercise
    of conversion and/or warrant rights issued
    in connection with bonds or
    other financial market instruments
    issued by Credit Suisse Group or any
    of its Group companies. Shareholders’ pre-emption rights are excluded.
    Holders of conversion and/or warrant rights
    are entitled to subscribe
    to the new shares. The Board of Directors
    shall set the conversion and/or
    warrant conditions.2
  When issuing bonds or other financial
          market
    instruments which are linked to conversion
    and/or warrant rights, the
    Board of Directors is entitled to restrict
    or exclude shareholders’ preferential
    subscription rights if the instruments
    are issued in order to finance or refinance
    the acquisition of companies, parts of
    companies, equity stakes
    or new investment plans, and/or if they
    are issued on national or international
    capital markets. If preferential subscription
    rights are not granted,
    either directly or indirectly, by decision
    of the Board of Directors (1) the
    bonds or other financial market instruments
    are to be issued at market conditions,
    (2) the issue of new shares shall be at
    market conditions taking
    due account of the market price of the
    shares and/or comparable instruments
    with a market price, and (3) the time
    limit for exercising conversion rights may not be11


PublicationConditional Capital




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more than 15 years, and the time limit for exercising
    warrant rights not more than 7 years from the date of the relevant issue.3
	The acquisition of registered shares through
          the exercise of conversion or warrant rights and any further transfers
          of registered shares are subject to the transfer restrictions laid down in Art. 4 of these articles of association.Art. 26aDeletedArt. 26b1
	The share capital as per Art. 3 of the articles
          of association is to be increased by not more than CHF 48,254,860.50
          through the issue of a maximum of 96,509,721 registered shares
          with a par value of CHF 0.5 each, to be fully paid in. Upon acquisition,
          the new registered shares will be subject to the transfer restrictions
          pursuant to Art. 4 of the articles of association.2
	The preferential subscription right of present
          shareholders is excluded in favour of the staff, at all levels, and
          of Members of the Board of Directors of Credit Suisse Group and its Group companies.
          The shares shall be issued in accordance with the guidelines
          adopted by the Board of Directors, as amended from time to time.
          They may be issued at a price which is below their market value.Art. 26c1
	The share capital pursuant to
	    Art. 3 of the articles of association is to be increased by no more than
	    CHF 7,609,974,
          corresponding to no more than 15,219,948 registered shares with a
          par value of CHF 0.5 each, to be fully paid in, through the exercise
	    of options granted to employees at all levels of Donaldson, Lufkin & Jenrette,
          Inc.
    and its Group companies, which were rolled over in accordance with
        the merger agreement between Credit Suisse Group, Diamond Acquisition
          Corp.
    and Donaldson, Lufkin & Jenrette, Inc., dated August 30, 2000. The
        subscription ratio, time limits and further terms will be determined
    by the Board of Directors in accordance with the provisions of the merger
    agreement dated August 30,12




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2000. The acquisition of shares through
          the exercise of option rights, and any subsequent transfer of the new shares
          is subject after issue to the transfer restrictions laid down in Art. 4 of the articles of association.2
	The preemptive
	    rights of the current shareholders are excluded in favor of staff at all
	    levels of Donaldson
            Lufkin & Jenrette
    and its Group companies.Art. 271
	The Board
	        of Directors is authorized, at any time until April 29, 2007, to increase
	        the share capital, pursuent to
          Art. 3 of the articles of association by no more than CHF 22,740,000
	        by issuing no more than 45,480,000 registered shares with a par value
	        of CHF
          0.5 each, to be fully paid in. Increases by firm underwriting, as
          well as partial increases, are permissible. The issue price, the starting
	        date for dividend entitlement and the type of contribution will be determined
        by the Board of Directors. Upon acquisition, the new registered shares
	        are
      subject to the transfer restrictions laid down in Art. 4 of the articles
	        of association.2
  The Board
          of Directors is authorised to exclude the preferential subscription
          rights of the shareholders in
          favour of third parties if the new shares are used for the acquisition
          of companies, segments of companies or participations in the banking,
          finance, asset management or insurance industries through an exchange
          of shares
          or for financing the acquisition of companies, segments of companies
          or participations in these industries. If, in connection with company
          takeovers,
        commitments to service convertible bonds or bonds with warrants are assumed,
          the Board of Directors is authorised, for the purpose of fulfilling delivery
          commitments under such bonds, to issue new shares excluding the subscription
          rights of shareholders.3
  Registered shares for which
      subscriptions rights have been granted but not exercised, are to be sold
    on the market at market conditions.Art. 27aDeleted13


Authorized Capital




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Non-Cash CapitalContribution


Art. 28
DeletedArt. 28a
DeletedArt. 28b
DeletedArt. 28cIn accordance with the agreement on non-cash
          capital contributions dated 8 December 1997, the Company has acquired
          from Credit Suisse First Boston, Zurich, 9,651,170 registered shares
          of the Winterthur Swiss Insurance Company, Winterthur, with a par value
          of CHF 20 each, and 35,694 rights to new registered shares resulting
          from the invalidation of the remaining 35,694 registered shares of the
        Winterthur Swiss Insurance Company (Articles 54 and 33,
          SESTA), with a total value and at a total price of CHF 1,414,282,140.
          Settlement has
          been effected by transfer to Credit Suisse First Boston of 70,714,107
          fully paid-in registered shares of the Company with a par value of
      CHF 20 each. The issue price per share is CHF 20.Art. 28dIn accordance with the agreement on non-cash
          capital contributions of 31 July 1998, the Company has acquired from
          Credit Suisse (Bahamas) Limited, Nassau (Bahamas), 16,916,518 common
          stock of Garantia Banking Limited, with a par value of USD 1.00 per share,
          with a total value and at a total price of CHF 706,325,400. Settlement
          has been effected by transfer to Credit Suisse (Bahamas) Limited as exchange
          agent of 1,938,708 fully paid-in registered shares of the Company with
          a par value of CHF 20 per share. The issue price per share is CHF 364.3278.
          The sum of CHF 667,551,240, being the amount by which the price paid
          exceeds the par value of the new shares (CHF 38,774,160), is retained
    by the Company as a share premium.Art. 28eIn accordance with the agreement on non-cash
            capital contributions of 15 April 1999, the Company has acquired from
    Reinsurance Derivatives14




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Holding AG, Zurich, 30,470,235 Perpetual Non-Cumulative Class A Preference Shares, with a par value of USD 1.00 per share, and 83,162,370 Participating Shares, with a par value of USD 1.00 per share, of Credit
Suisse Financial Products, London, with a total value and a total price of CHF 486,000,000. Settlement has been effected by transfer to Reinsurance Derivatives Holding AG, Zurich, of 1,800,000 fully paid-in registered shares of the Company with a
par value of CHF 20 per share. The issue price per share is CHF 270. The sum of CHF 450,000,000, being the amount by which the price paid exceeds the par value of the new shares (CHF 36,000,000), is retained by the Company as a share
premium. Art. 28f
  In accordance with the agreements on non-cash capital contributions of 3 November 2000, the Company has acquired from AXA, Paris, AXAFinancial,
  Inc., New York, The Equitable Life Assurance Society of the United States,
  New York, and AXA Participations Belgium,
Brussels, 64,029,782 Common Shares, with a par value of USD 0.10 per share, of
Donaldson, Lufkin & Jenrette Inc., Delaware, with a total value and a total
price of CHF 8,502,828,693.50. Settlement has been effected by transfer to AXA,
AXA Financial, Inc., Equitable Life Assurance Society of the United States and
AXA Participations Belgium of 25,727,167 fully paid-in registered shares of the
Company with a par value of CHF 20 per share. The issue price per share is CHF
330.50. The sum of CHF 7,988,285,353.50, being the amount by which the price
paid exceeds the
par value of the new shares (CHF 514,543,340), is retained by the Company as
a share premium. Art. 29
  Deleted


| | Non-Cash Capital
| | ----------------
| | Acquisition     

|15 |  | 
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The above text is a translation of the original
German articles of association (Statuten) which constitute the definitive
text and are binding in law. Zurich, February 9, 2006 16


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