Exhibit 1.1  DaimlerChrysler
AG  Memorandum
and Articles of Association  I.General
Provisions  § 1 Name,
Registered Office  The name of the corporation is DaimlerChrysler 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.  
   (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  2,633,289,081.80. It is allocated into 1,012,803,493
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 German Stock Corporation Akt (Aktiengesetz)  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
(Aktiengesetz) 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 (Aktiengesetz).  
   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 rights 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  a)the holders or creditors of option rights
or conversion rights, attached to bonds or notes with warrants or convertible
bonds or notes, to be issued or guaranteed by DaimlerChrysler AG or its
majority owned direct or indirect subsidiaries up to April 18, 2005,
actually exercise their option or conversion rights in accordance with the
enabling resolution passed at the Annual Meeting held on April 19, 2000,
or  b)to the extent that holders who are
obligated to convert their convertible bonds or notes, to be issued or
guaranteed by DaimlerChrysler AG or its majority owned direct or indirect
subsidiaries up to April 18, 2005, actually fulfill their conversion
obligations in conformity with the enabling resolution passed at the Annual
Meeting held on April 19, 2000. The new shares shall be entitled to  
   participate in the profits of the corporation as of the beginning of
the financial year in which such shares come into existence due to the exercise
of option and/or conversion rights or through the fulfillment of conversion
obligations.  (6)The capital stock
shall be conditionally increased by an additional  40,485,533.40 allocated
into up to 15,571,359 no par value registered shares with a proportionate
amount of capital stock of  2.60 allotted to each share (Residually
Conditional Capital II). This conditional capital increase shall be undertaken
only to the extent that the holders of warrants and conversion rights, attached
to the 4 1/8 %-DM-notes with warrants of 1996/2003 of Daimler-Benz Capital
(Luxembourg) AG (DM-notes with warrants 1996/2003) and to the 5  3/4 %-DM-subordinated mandatory convertible
bearer notes of 1997/2002 of Daimler-Benz Aktiengesellschaft (DM-mandatory
convertible notes 1997/2002), exercise their option or conversion rights after
the effective date of the merger with Daimler-Benz Aktiengesellschaft, or to
the extent that holders who are obligated to convert their convertible notes
attached to the 1997/2002 DM-mandatory convertible notes fulfill their
obligation to convert such notes after the effective date of the merger with
Daimler-Benz Aktiengesellschaft. The new shares created through the 1996/2003
DM-notes with warrants shall participate in the profits of the corporation as
of the beginning of the financial year in which the day of exercise falls,
the new shares created through the 1997/2002 DM-mandatory convertible notes as
of the beginning of the financial year in which they are issued.  (7)The capital stock
shall be conditionally increased by  40,689,870.00, allocated into up to
15,649,950 no par value registered shares with a proportionate amount of the
capital stock of  2.60 allotted to each share (Residually Conditional Capital
III). This conditional capital increase shall be undertaken only to the extent
that the holders of the convertible bonds attached to the 5.9 %-DM-convertible
bonds of 1996/2006, to the 5.3 %-DM-convertible bonds of 1997/2007, and to the
4.4 %-DM-convertible bonds of 1998/2008, issued by Daimler-Benz
Aktiengesellschaft upon the authorization of the Annual Meeting of May 22,
1996, in conjunction with the supplementary authorization of the Annual Meeting
held on May 28, 1997, have conversion rights and exercise their conversion
rights after the effective date of the merger with Daimler-Benz
Aktiengesellschaft. The new shares shall participate in the profits of the
corporation as of the beginning of the financial year in which the conversion
goes into effect.  (8)The capital stock of
the corporation shall be conditionally increased by an amount not to exceed 
249,600,000.00 through the issuance of up to 96,000,000 no par value registered
shares (Conditional Capital IV). 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 year of
their issuance.  
   § 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 Memorandum and
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.  
   (3)Changes to the
Memorandum and 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.  
   § 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
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.  
   (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, (s)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.  
   § 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  (1)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 a German stock
exchange. Furthermore, the Annual Meeting may be held at any domestic location
with more than 250,000 inhabitants.  (2)Notice of the meeting
shall be given at least one month prior to the final deadline for shareholder
registration for the Annual Meeting. The notice period shall be calculated
without counting the day on which the notice is given and the last day of the
registration period.  
   § 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.  (2)The Chairman shall
preside over the proceedings and decide the order of business and the manner of
voting.  
   § 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.  VI.Financial
Statements and Allocation of Unappropriated Profit  § 20 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.  § 21
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
Memorandum and Articles of Incorporation. Furthermore, the interim payment
shall not exceed one half of the previous years unappropriated profit.  
   § 22
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  § 23 Announcements  Announcements by the corporation shall be published in the electronic
version of the Federal Gazette (Elektronischer Bundesanzeiger).  VIII.Expenses
of Formation  § 23 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.