Exhibit
1.1  DaimlerChrysler AG  Memorandum and Articles of
Incorporation  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
 2,657,775,330.60. It is allocated into 1,022,221,281 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 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  2


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  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  3


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  225,167,566.00 through the
issuance of up to 86,602,910 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.  (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.  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 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.  5


(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.  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 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.  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.  12


§ 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  § 24 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