Exhibit 1.1  Daimler AG  Articles of Incorporation*  I.             General Provisions  § 1 Name, Registered Office  The name of the corporation is Daimler AG.
The registered office of the corporation is in Stuttgart.  § 2 Purpose  (1)The general purpose for which the corporation is organized is to engage,
directly or indirectly, in the business of development, production and sale of
products and to render services, especially in the following lines of business:  ·surface vehicles ·maritime vehicles, aerospace vehicles, and
other products in the fields of transport, aerospace and marinetechnology, ·engines and other propulsion systems, ·electronic equipment, machinery and systems, ·communication and information technology, ·financial services of all kinds, insurance
brokerage, and ·management and development of real property.  (2)The corporation may take all actions and measures which are incidental
to the foregoing or necessary or desirable in order to accomplish the foregoing
purposes.  (3)The corporation may set up domestic and foreign subsidiaries and acquire
interests in other companies. The corporation may purchase, dispose of, bring
under joint management and conclude intercompany agreements with other
companies, or limit itself to the management of its interests in such
companies. The corporation is authorized to spin-off its business operations in
subsidiaries, either in whole or in part.  
 * Convenience Translation


(4)The
corporation may not engage directly in any financial services transactions or
banking transactions and transactions with real property which are subject to
licensing requirements.  II.Capital Stock and Shares  § 3 Capital Stock*  (1)The capital stock of the corporation amounts to 2,766,169,590.44 . It
is allocated into 1,013,868,596 no par value registered shares.  (2)The Board of Management is authorized to
increase the capital stock of the corporation through April 8, 2008 by a
total of 500,000,000.00  (Authorized Capital I), in one lump sum or by
separate partial increases at different times, upon the approval of the
Supervisory Board, by issuing new, no par value registered shares in exchange
for cash contributions. The shareholders are to be granted stock subscription
rights.  The Board of
Management, however, is authorized to exclude the subscription rights upon the
approval of the Supervisory Board to the extent the residual amounts or
balances are required to compensate. Further, the Board of Management is
authorized, subject to the approval of the Supervisory Board, to suspend the
subscription rights of the shareholders, if this is necessary, to grant a
subscription right to holders of warrants or holders of convertible bonds or
notes previously issued by Daimler-Benz Aktiengesellschaft or its subsidiaries
or previously issued or still to be issued by DaimlerChrysler AG or its
subsidiaries in the future, in the amounts to which such holders would be
entitled upon the exercise of their warrants or conversion rights or upon the
fulfillment of their conversion obligations. Furthermore, the Board of
Management is authorized, subject to the approval of the Supervisory Board, to
suspend the stock subscription rights of shareholders if the issue price of the
new shares is not significantly lower than the stock market price; provided,
however, that this authorization applies only if the value of the shares issued
under the suspension of the subscription rights in line with §186 para. 3
sentence 4 of the German Stock Corporation Act (Aktiengesetz) does not exceed a
total of 10% of the capital stock, either at the time this authorization takes
effect or when it is exercised. The sale of own shares is to be included in
this limit of 10% of the capital stock, insofar as it takes place during the
suspension of subscription rights due to an authorization to sell own shares in
line with § 186 para. 3 sentence 4 of the  
 * § 3 Capital Stock reflects the status
of the Capital Stock as of January 2008  2


German Stock
Corporation Act valid at the time of this authorization or an authorization in
lieu thereof. Furthermore, shares issued or to be issued by way of honoring
bonds with conversion and/or warrants are to be included in this limit of 10%
of the capital stock, if the bonds were issued during the suspension of
subscription rights due to an authorization to issue bonds in line with § 186 para.
3 sentence 4 of the German Stock Corporation Act valid at the time this
authorization takes effect or an alternative authorization taking effect in
line with §186 para. 3 sentence 4 of the German Stock Corporation Act.  The Board of Management, with the approval of
the Supervisory Board, is authorized to stipulate the further content of the
stock rights and the conditions for issuing shares.  (3)The Board of Management is authorized to increase the capital stock of
the corporation through April 8, 2008 by a total of 500,000,000.00 
(Authorized Capital II), in one lump sum or by separate partial increases at
different times, upon the approval of the Supervisory Board, by issuing new, no
par value registered shares in exchange for non-cash contributions. The Board
of Management is authorized, subject to the approval of the Supervisory Board,
to suspend the stock subscription rights of shareholders. The Board of
Management, with the approval of the Supervisory Board, is authorized to
stipulate the further content of the stock rights and the conditions for
issuing shares.  (4)The Board of Management is authorized to increase the capital stock of
the corporation through April 8, 2008 by a total of 26,000,000.00 
(Authorized Capital III), in one lump sum or by separate partial increases at
different times, upon the approval of the Supervisory Board, by issuing new, no
par value registered shares in exchange for cash or non-cash contributions in
order to issue the new shares to employees of DaimlerChrysler AG and its
subsidiaries. The shares to be issued to employees of DaimlerChrysler AG and
its subsidiaries may also be procured as part of securities lending, and the
new shares may be used to fulfill the obligations arising from this securities lending.
The subscription right of shareholders is excluded. The Board of Management,
with the approval of the Supervisory Board, is authorized to stipulate the
further content of the stock rights and the conditions for issuing shares.  (5)The capital stock of the corporation shall be conditionally increased by
an amount not to exceed 300,000,000.00  (Conditional Capital I). The
conditional capital increase shall be undertaken only to the extent that  3


a)the holders or creditors of conversion rights
or option certificates attached to the convertible bonds and notes with
warrants to be issued by DaimlerChrysler AG or its majority owned direct or
indirect subsidiaries up to April 5, 2010, in accordance with the enabling
resolution of the Annual Meeting of the Shareholders on April 6, 2005,
actually exercise their conversion or option rights or  b)the holders or creditors of the convertible
bonds to be issued by DaimlerChrysler AG or its majority-owned direct or
indirect subsidiaries up to April 5, 2010 in accordance with the enabling
resolution of the Annual Meeting of the Shareholders on April 6, 2005
fulfill their conversion obligation.  The
new shares shall participate in the profits of the corporation as of the
beginning of the financial year in which such shares are created through the
exercising of conversion or option rights or through the fulfillment of
conversion obligations.  (6)The capital stock of the corporation shall be conditionally increased by
an amount not to exceed 116,773,306.16  through the issuance of up to 42,800,263
no par value registered shares (Conditional Capital II). The conditional
capital increase shall be undertaken only to the extent that the holders of
option rights, issued by DaimlerChrysler AG in the period up to April 18,
2005, in conformity with the resolution passed at the Annual Meeting held on April 19,
2000, actually exercise their options and the corporation does not grant any of
its own shares in fulfillment of the options. The new shares shall participate
in the profits of the corporation as of the beginning of the financial years of
their issuance.  4


§ 4 Share Certificates  (1)The form and contents of share certificates,
dividend coupons and renewal coupons, if any, shall be determined by the Board
of Management upon the approval of the Supervisory Board. The same shall apply
to debentures and interest coupons.  (2)To the extent legally permissible and unless
required under the rules of a stock exchange where the shares are listed,
securitization of shareholders rights to stock certificates and dividend
coupons is disallowed. The corporation may issue share certificates,
representing individual shares or global shares.  III.The Board of Management  § 5 Composition  The Board of Management shall be constituted
of not less than two members. The Supervisory Board shall appoint the members
of the Board of Management in accordance with the provisions of the Stock
Corporation Act and the Codetermination Act (Mitbestimmungsgesetz) and shall
determine their number at its discretion.  § 6 Representation of the Corporation  The corporation may be represented by two
members of the Board of Management or by one member of the Board of Management
jointly with one holder of general commercial power of attorney (Prokura).  IV.The Supervisory Board  § 7 Tasks and Powers of the
Supervisory Board  (1)The Supervisory Board has all the rights and
responsibilities prescribed by law, the Articles of Incorporation or by other
methods and means, in particular by rules of procedure. In particular, it
shall monitor and advise the Board of Management in its management activities.  (2)The Board of Management shall report to the
Supervisory Board to the extent prescribed by law. Further reporting
obligations can be stipulated in rules of procedure.  5


(3)Changes to the Articles of Incorporation which merely affect the written
form may be approved by resolution of the Supervisory Board.  § 8 Composition, Term of
Office, Resignation  (1)The composition of the Supervisory Board shall conform to statutory
requirements. Each appointment of members of the Supervisory Board shall be for
a period ending no later than the close of the Annual Meeting which ratifies
the members actions for the fourth financial year following the commencement
of the term of office, without taking into consideration the financial year in
which the aforesaid term of office commences. The Annual Meeting may specify a
shorter term of office for the members elected by the shareholders.  (2)No more than two former members of the Board of Management of the
corporation elected by the Annual Meeting may be members of the Supervisory
Board. Furthermore, the Annual Meeting shall not elect any persons to the
Supervisory Board who at the time of election hold executive positions or
advisory roles in major competitors of the corporation or in major competitors
of its subsidiaries, or, if they are also members of the Board of Management of
a listed company, hold more than four other Supervisory Board mandates in
listed companies outside the Group in addition to the Supervisory Board mandate
for the corporation.  (3)Members of the Supervisory Board may resign from the Supervisory Board
even without cause, by submitting four weeks notice in writing to the
Supervisory Board Chairman and the Board of Management. An amicable reduction
of the notice period is admissible.  § 9 Chairman and Deputy
Chairman of the Supervisory Board  (1)The Supervisory Board shall elect a Chairman and a Deputy Chairman.  (2)In the event of the resignation of the Chairman or Deputy Chairman, a
successor shall be elected immediately.  (3)The Chairman of the Supervisory Board, or in his absence his Deputy,
shall preside as Chairman of the Supervisory Board Meeting and decide the order
of items on the agenda and the manner of voting.  6


§ 10 Committees of the
Supervisory Board  The Supervisory Board constitutes a committee
as defined in § 27 para. 3 of the Co-determination Act. In addition, the
Supervisory Board can form further committees for particular tasks and powers.
The committees shall perform their assigned tasks on behalf of and in
representation for the Supervisory Board as a whole, insofar as this is legally
admissible.  § 11 Resolutions of the Supervisory Board  (1)A quorum of the Supervisory Board shall be constituted when notices have
been issued to all its members at their last known address and at least ten
members of the Supervisory Board participate in passing the resolution.
Abstentions from members of the Supervisory Board are included when determining
whether there is a quorum.  (2)In justified exceptional cases, members of the Supervisory Board can,
subject to the approval of the Chairman, take part in a meeting of the
Supervisory Board or its committees via a telephone or video conference.  (3)Members of the Supervisory Board who do not take part in the meeting nor
in the manner described in para. 2 may participate in a resolution of the
Supervisory Board and its committees by submitting their vote in writing (or
also by fax) to the person chairing the meeting, prior to the vote. This shall
also apply to the additional casting vote of the Chairman.  (4)If not all members of the Supervisory Board attend a meeting of the
Supervisory Board and the absent members of the Supervisory Board do not submit
their votes as described in para. 3, the passing of the resolution shall be
postponed if at least two members of the Supervisory Board taking part in the
meeting so request. In the event of postponement and if a special meeting of
the Supervisory Board is not convened, the resolution shall be deferred to the
next regular meeting. A minority request for postponement shall be disallowed
for the second resolution.  If the Chairman of the Supervisory Board is
present at the meeting, or if one of the attending members is in possession of
his vote submitted in the manner described in para. 3, the aforementioned
sub-clause shall not apply when the number of shareholders representatives on
the Supervisory Board take part in the meeting or take part in the passing of a
resolution by submitting their vote in the manner described in para. 3 equals
the number of employee representatives, or when an imbalance is offset by the
voting abstention of certain Supervisory Board members.  (5)The Chairman, or in his absence, the Deputy Chairman may also arrange
for the voting on a resolution of the Supervisory Board to be carried out in
writing, by fax or e-mail  or by a combination of these communication media 
if no  7


member of the Supervisory Board objects to
this procedure within an appropriate period of time, to be decided by the
Chairman. The Chairman shall determine the details of the procedure. This
regulation also applies to resolutions in committees.  8


(6)Resolutions shall be passed by a simple majority of votes cast unless
other forms of majority are required by law. Abstentions shall not be counted
in determining the outcome of the vote. In the event of an equality of votes,
any member of the Supervisory Board may request that a second vote be
conducted. The Chairman, or in his absence, the Deputy Chairman shall decide
when the vote is to be repeated. If the second vote also results in an equality
of votes, the Chairman of the Supervisory Board shall be given an additional
casting vote.  This regulation also applies to resolutions
in committees, provided that the Chairman of the Supervisory Board and his
Deputy shall be replaced by the Chairman of the Committee or his Deputy, unless
otherwise required by binding statutory provisions.  § 12 Duty of Confidentiality of
Members of the Supervisory Board  (1)The members of the Supervisory Board maintain
secrecy regarding confidential corporate information, especially company or
business secrets, being disclosed to the members of the Supervisory Board in
their service; this obligation continues beyond the end of their office as a
member of the Supervisory Board. The members of the Supervisory Board are
particularly obliged to maintain secrecy concerning confidential reports and
confidential deliberations. On the termination of their mandate, all
confidential documents must be returned to the Chairman of the Supervisory
Board.  (2)If, contrary to para. 1, a member of the
Supervisory Board for a special reason intends to communicate information
concerning, in particular, the content and events of Supervisory Board meetings
and the content of Supervisory Board submittals and resolutions to a third
party, he must first inform the Chairman of the Supervisory Board of this in
order to resolve any differences of opinion regarding the obligation to
secrecy.  (3)The members of the Supervisory Board shall
ensure that any employee they involve similarly abide by the obligation to
secrecy.  9


§ 13 Remuneration of the Supervisory Board,
Liability Insurance  (1)The members of the Supervisory Board shall be reimbursed for their
expenses (including the costs of any value added tax incurred by them in the
performance of their office) and receive fixed remuneration payable after the
financial year-end. The remuneration shall amount to 75,000.00 , for the
individual member, three times this amount for the Chairman of the Supervisory
Board, twice this amount for the Deputy Chairman of the Supervisory Board and
the Chairman of the Audit Committee, 1.5 times this amount for chairmen of
other Supervisory Board committees and 1.3 times this amount for members of the
Supervisory Board committees. If a member of the Supervisory Board exercises
several of the aforementioned functions, he shall be remunerated solely
according to the function with the highest remuneration. The members of the
Supervisory Board shall receive a flat fee of 1,100.00  for each meeting of
the Supervisory Board and its committees that they attend.  If any members of the Supervisory Board step
down from the Supervisory Board during the course of a financial year, they
shall receive remuneration proportionate to the time of office served. If a
member of the Supervisory Board steps down from a function in connection with
an increased remuneration, the previous sentence applies as it relates to the
remuneration for the relevant function.  (2)Members of the Supervisory Board shall be covered by insurance against
pecuniary damage, taken out in the interest of the corporation for executive
bodies and certain senior executives, insofar as such coverage exists. The
insurance premiums shall be paid by the corporation.  V.The Annual Meeting  § 14 Convening of Annual
Meetings  The Annual Meeting shall be convened by the
Board of Management or the Supervisory Board. It shall be held at the
registered office of the corporation or at the location of a German stock
exchange. Furthermore, the Annual Meeting may be held at any domestic location
with more than 250,000 inhabitants.  10


§ 15 The Annual Meeting  The Annual Meeting which ratifies the actions
of the Board of Management and the Supervisory Board, and approves the
allocation of unappropriated profits, the appointment of auditors and, in the
event stipulated by law, the audited financial statements and the acceptance of
the consolidated financial statements (Annual Meeting), shall be held within
the first eight months of each financial year.  § 16 Requirements for
Participation and Exercise of Voting Rights  (1)Those shareholders who are registered in the share register on the day
of the Annual Meeting and who have notified the corporation no later than on
the third day before the Annual Meeting shall be entitled to participate in the
Annual Meeting and to exercise their voting rights.  (2)A shareholder may exercise his/her voting right by a proxy nominated by
him/her.  (3)The corporation shall elect a proxy representative to exercise the
voting rights of the shareholders on their instruction. Powers of attorney may
be granted to the corporate proxy representatives in writing, by fax or using
electronic media in a manner to be determined in detail by the Board of
Management. The details, in particular regarding the form and terms for
conferring and revocation of powers of attorney, shall be announced together
with the convention of the Annual Meeting. § 17 Voting Rights  Each share shall
represent one vote.  § 18 Chairman of the Annual
Meeting  (1)The Chairman of the Supervisory Board shall preside as Chairman of the
Annual Meeting. In his absence, the Meeting shall be chaired by a member of the
Supervisory Board appointed by the Chairman or, failing such appointment, the
member elected by the shareholders representatives on the Supervisory Board in
accordance with Section 27 sub-section 3 of the Codetermination Act. If
none of the aforementioned is present or none agrees to chair the Meeting, the
Chairman of the Meeting shall be elected by the Supervisory Board.  11


(2)The Chairman shall preside over the proceedings
and decide the order of business and the manner of voting.  (3)The Chairman
can set an appropriate time limit with respect to the right of shareholders to
speak and ask questions. In particular, he is authorized to set an appropriate
time limit for the duration of entire Annual Meeting, discussion of individual
agenda items and individual contributions of comments or questions at the start
of or during the Annual Meeting. Moreover, the Chairman has the authority to
decide to end the debate, if deemed necessary for the appropriate conduct of
the meeting.  § 19 Resolutions  (1)Resolutions shall be passed at Annual Meetings by a simple majority of
votes cast, unless otherwise required by binding provisions of the Stock
Corporation Act. If the Stock Corporation Act also requires that a resolution
be passed by a majority of the capital stock represented at the Meeting, a
simple majority of the capital represented shall suffice, unless otherwise
required by law.  (2)Individuals nominated for an office shall be elected based on the
highest number of yes votes actually submitted.  § 20Conveyance of
Information  Information to shareholders can also be
conveyed by electronic means.  VI.Financial Statements and Allocation of
Unappropriated Profit  § 21 Financial Year, Accounting  (1)The financial year is the calendar year.  (2)The Board of Management shall prepare the financial statements and the
management report as well as the consolidated financial statement and the group
management report for the previous financial year during the first three months
of the financial year and shall submit them immediately to the Supervisory Board
and to the auditors. The proposal to be made by the Board of Management at the
Annual Meeting for the allocation of unappropriated profits is to be submitted
to the Supervisory Board with the financial statements and the management
report.  12


§ 22 Interim Distribution of
Unappropriated Profit  Following the financial year-end, the Board
of Management  with the approval of the Supervisory Board  may make an
interim payment to the shareholders with respect to the foreseeable
unappropriated profits, if the preliminary financial statements of the previous
financial year indicate a profit for the year. The interim payment may not
exceed one half of the unappropriated profit for the year remaining after deducting
the amounts which are required to be transferred to retained earnings pursuant
to law or to the Articles of Incorporation. Furthermore, the interim payment
shall not exceed one half of the previous years unappropriated profit.  § 23 Shareholders Participation in Profits  (1)The dividends paid to shareholders shall be proportional to their shares
in the stock capital of the corporation. When new shares are issued, a
different entitlement to profits may be specified.  (2)The Annual Meeting may also, insofar as permitted by law, approve the
distribution of non-cash dividends, in addition to the distribution of cash
dividends.  VII.Announcements  § 24 Announcements  Announcements by the corporation shall be
published in the electronic version of the Federal Gazette (Elektronischer
Bundesanzeiger).  VIII.Expenses of Formation  § 25 Expenses  Expenses and taxes incurred in connection
with the formation of the corporation and its registration in the Commercial
Register (in particular notary and court fees, expenses for announcements,
taxes, legal and tax consultants fees, assessors fees, bank fees) shall be
borne by the corporation up to an amount of 5,112.92  in total.  13