Daimler AG – ‘F-4’ on 8/6/98

As of:  Thursday, 8/6/98   ·   Accession #:  1047469-98-29563   ·   File #:  333-60767

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Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction   —   Form F-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-4         Registration Statement of a Foreign Private Issuer   271   1.46M 
                          for Securities Issued in a                             
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion of Legal Dept. of Daimler-Benz                 2     15K 
 3: EX-8.1      Opinion of SASM&F LLP                                  2     13K 
 4: EX-8.2      Opinion of Debevoise & Plimpton                        2     12K 
 5: EX-11.1     Computation of Combined Earnings                       2     16K 
 6: EX-23.4     Consent of Kpmg Deutsche Treuhand                      1      8K 
 7: EX-23.5     Consent of Deloitte & Touche                           1      7K 
 8: EX-23.6     Letter From Deloitte & Touche                          1      8K 
 9: EX-23.7     Consent of Credit Suisse                               1      7K 
10: EX-23.8     Consent of Goldman Sachs                               2±    10K 
11: EX-99.6     Miscellaneous Exhibit                                  2     11K 

F-4   —   Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction
Document Table of Contents

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As filed with the Securities and Exchange Commission on August 6, 1998
                                                 Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM F-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
------------------------
DAIMLERCHRYSLER AG
as successor corporation to 
DAIMLER-BENZ AKTIENGESELLSCHAFT 
(Exact name of Registrant as specified in its charter)
DAIMLERCHRYSLER CORPORATION 
(Translation of Registrant's name into English) 

                                                                [Download Table]
                                                                                  
  FEDERAL REPUBLIC OF GERMANY                3700                   98-0190736    
(State or other jurisdiction of  (Primary Standard Industrial    (I.R.S. Employer 
 incorporation or organization)  Classification Code Number)   Identification No.)

------------------------
Epplestrasse 225
70567 Stuttgart 
Germany 
011-49-711-17-0 
(Address, including zip code, and telephone number, including area code, of 
Registrant's principal executive offices) 
------------------------------

                                                                [Download Table]
                                                                    
        Mr. Timotheus R. Pohl             Richard D. Houtman, Esq.  
Daimler-Benz North America Corporation      Chrysler Corporation    
           375 Park Avenue                  1000 Chrysler Drive     
       New York, New York 10152         Auburn Hills, Michigan 48326
                 USA                                USA             
            (212) 909-9700                     (248) 512-5532       

(Name, address, including zip code, and telephone number, including area code,
of agent for service) 
------------------------------

COPIES TO:

                                                        [Enlarge/Download Table]
                                                                                                    
         J. Michael Schell, Esq.               Dr. Siegfried Schwung       Paul H. Wilson, Jr., Esq.
         Margaret L. Wolff, Esq.          Daimler-Benz Aktiengesellschaft   Meredith M. Brown, Esq. 
Skadden, Arps, Slate, Meagher & Flom LLP         Epplestrasse 225            Debevoise & Plimpton   
            919 Third Avenue                      70567 Stuttgart              875 Third Avenue     
        New York, New York 10022                      Germany              New York, New York 10022 
                   USA                            011-49-711-17-0                     USA           
             (212) 735-3000                                                     (212) 909-6000      

------------------------------
    Approximate date of commencement of proposed sale to the public: With regard
to each of the Daimler-Benz Exchange Offer, the Chrysler Merger and the         
Daimler-Benz Merger (as such terms are defined herein) as soon as practicable   
after this Registration Statement becomes effective and all the conditions to   
the consummation of the Daimler-Benz Exchange Offer, the Chrysler Merger and the
Daimler-Benz Merger, respectively, have been met.                               

If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement for the same offering. / / ___                           
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. / / ___                                                  
------------------------------

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

                                           Amount      Proposed Maximum    Proposed Maximum        Amount    
  Title of Each Class of Securities        to be      Offering Price Per  Aggregate Offering  of Registration
           to be Registered            Registered(1)       Share(2)            Price(2)             Fee      
                                                                                                             
Ordinary Shares, no par value.........  488,609,248         $91.53         $44,720,749,644     $13,192,621.15

(1)   Consists of (i) 430,390,545 DaimlerChrysler Ordinary Shares to be issued  
  in the Chrysler Merger and pursuant to certain Chrysler Stock plans (based
on the U.S. Exchange Ratio of .6235), (ii) 46,774,962, DaimlerChrysler  
    Ordinary Shares to be issued upon the exchange or conversion of Daimler-Benz
    Ordinary Shares held by U.S. persons (as such term is defined in Rule 902(a)
   of Regulation S) in the Daimler-Benz Exchange Offer and Daimler-Benz Merger
   (based on an exchange ratio of 1.005), and (iii) 11,443,741 DaimlerChrysler
    Ordinary Shares to be issued upon the exchange or conversion of Daimler-Benz
American Depositary Shares in the Daimler-Benz Exchange Offer and the   
Daimler-Benz Merger (based on an exchange ratio of 1.005).              

(2)   Estimated solely for purposes of calculating the registration fee pursuant
  to Rule 457(f) and Rule 457(c) on the sum of (i) the product of (a) $56.50
  (the average of the high and low prices of Chrysler Common Stock on August
4, 1998) times (b) 690,281,547 (the number of shares of Chrysler Common 
Stock outstanding plus those reserved for issuance pursuant to certain  
   Chrysler stock plans on July 31, 1998), plus (ii) the product of (a) $99.01
    (the average of the high and low prices for the Daimler-Benz Ordinary Shares
 on the Frankfurt Stock Exchange on August 4, 1998 converted to dollars at
the Noon Buying Rate of 1.7802 on such date) times (b) 46,542,251 (the  
   number of Daimler-Benz Ordinary Shares held by U.S. Persons to be exchanged
or converted into DaimlerChrysler Ordinary Shares in the Daimler-Benz   
  Exchange Offer and the Daimler-Benz Merger), plus (iii) the product of (a)
$97.63 (the average of the high and low prices for Daimler-Benz American
    Depositary Shares on August 4, 1998 on the New York Stock Exchange Composite
  Tape) times (b) 11,386,807 (the number of Daimler-Benz American Depositary
Shares outstanding on August 4, 1998).                                  
------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration       
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until the Registration Statement shall become     
effective on such date as the Commission, acting pursuant to said Section 8(a), 
may determine.                                                                  

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EXPLANATORY NOTE

This Registration Statement contains a Proxy Statement/Prospectus (the  
"Proxy Statement/Prospectus") relating to (i) the offering and issuance of      
Ordinary Shares, no par value (the "DaimlerChrysler Ordinary Shares"), of       
DaimlerChrysler AG ("DaimlerChrysler AG") pursuant to the proposed merger of a  
newly incorporated Delaware corporation with and into Chrysler Corporation (the 
"Chrysler Merger") and the solicitation of proxies in connection with the       
Chrysler Merger and (ii) the offering and issuance of DaimlerChrysler Ordinary  
Shares in connection with the proposed merger of Daimler-Benz Aktiengesellschaft
("Daimler-Benz") with and into DaimlerChrysler AG (the "Daimler-Benz Merger").  
The complete Proxy Statement/Prospectus in connection with the Chrysler Merger  
and the Daimler-Benz Merger follows immediately after this Explanatory Note.    
After such Proxy Statement/Prospectus are the following alternate pages in      
connection with the Offering Circular-Prospectus (the "Offering                 
Circular-Prospectus") of DaimlerChrysler AG relating to the offering of         
DaimlerChrysler Ordinary Shares in connection with the offer (the "Daimler-Benz 
Exchange Offer") of DaimlerChrysler AG to exchange DaimlerChrysler Ordinary     
Shares for American Depositary Shares of Daimler-Benz and DaimlerChrysler       
Ordinary Shares for no par value Ordinary Shares of Daimler-Benz: the cover     
page; "Table of Contents"; "Questions and Answers about the Daimler-Benz        
Exchange Offer"; "Summary--The Daimler-Benz Exchange Offer"; "The Daimler-Benz  
Exchange Offer"; and the back cover page. In addition, the Offering             
Circular-Prospectus will not include the following sections which are contained 
in the Proxy Statement/Prospectus: "Questions and Answers About the Business    
Combination"; "Summary--The Special Meetings"; "Summary--United States Federal  
Income Taxes of the Transactions--The Chrysler Exchange" (and all references to 
Chrysler stockholders in "Summary--United States Federal Income Tax Consequences
of the Transactions"); "The Chrysler Special Meeting"; "The Daimler-Benz Special
Meeting"; "Certain Tax Consequences--United States Federal Income Tax           
Consequences of the Transactions-- Consequences of the Chrysler Exchange to U.S.
Holders" (and all references to holders of Chrysler Common Stock and the        
Chrysler Effective Time in "Certain Tax Consequences--United States Federal     
Income Tax Consequences of the Transactions"). In the Offering                  
Circular-Prospectus, all references to Proxy Statement/ Prospectus are deemed to
be changed to "Offering Circular-Prospectus" for purposes of the Daimler-Benz   
Exchange Offer. The Daimler-Benz Exchange Offer will commence promptly following
the receipt of the necessary stockholder approvals in connection with the       
Chrysler Merger, the Daimler-Benz Exchange Offer and the Daimler-Benz Merger.   

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[LOGO]

CHRYSLER CORPORATION
1000 Chrysler Drive 
Auburn Hills, Michigan 48326-2766 

                                                                  August 6, 1998

Dear Stockholder:                                                               

You are cordially invited to attend a special meeting of stockholders of
Chrysler Corporation which will be held at 9:00 a.m., local time, on September  
18, 1998, at the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware.  

   At the Chrysler Special Meeting, you will be asked to approve and adopt the
amended and restated Business Combination Agreement among Daimler-Benz          
Aktiengesellschaft, Chrysler and DaimlerChrysler AG, and the transactions       
contemplated by that agreement, including the merger of a newly incorporated    
Delaware corporation with and into Chrysler (the "Chrysler Merger"). The        
Chrysler Merger and the other transactions described in the attached Proxy      
Statement/Prospectus together will have the effect of combining the businesses, 
stockholder groups, managements and other constituencies of Chrysler and        
Daimler-Benz in a "merger-of-equals" transaction. DaimlerChrysler AG will bring 
together two companies with equal financial strength under the joint leadership 
of both management groups and with its common equity about evenly split between 
the two shareholder groups.                                                     

  In the Chrysler Merger, each outstanding share of common stock of Chrysler
will be converted into the right to receive .6235 of an Ordinary Share of       
DaimlerChrysler. The DaimlerChrysler Ordinary Shares have been approved for     
listing, subject to notice of issuance, on the New York Stock Exchange.         

The attached Proxy Statement/Prospectus provides you with information   
regarding the proposed transactions.                                            

 Your Board of Directors has unanimously approved the Business Combination
Agreement and determined that the transactions contemplated by it, including the
Chrysler Merger, are fair to and in the best interests of Chrysler and          
Chrysler's stockholders. Your Board of Directors unanimously recommends that    
stockholders of Chrysler vote FOR approval and adoption of the Business         
Combination Agreement and the transactions contemplated by it, including the    
Chrysler Merger.                                                                

To ensure your representation at the meeting, you can authorize the     
individuals named on your proxy card to vote your shares by calling a toll-free 
telephone number, by using the Internet, or by signing, dating and mailing your 
proxy card. Your shares will then be voted at the meeting as you specify or, if 
you do not specify a choice, as recommended by your Board of Directors. You may 
revoke your proxy by voting in person at the meeting, or by submitting a written
revocation or a later dated proxy (including a proxy by telephone or Internet)  
that is received by Chrysler before the meeting. Telephone and Internet voting  
provide convenient, cost effective alternatives to returning your card by mail. 
Instructions for voting by telephone or Internet are included in your proxy     
card. (If you hold shares through a broker or other custodian, please check the 
voting form used by that firm to see if it offers telephone or Internet voting.)

              Sincerely,

                   Robert J. Eaton

                                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER

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CHRYSLER CORPORATION
1000 Chrysler Drive 
Auburn Hills, Michigan 48326-2766 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 

A special meeting (the "Chrysler Special Meeting") of stockholders of   
Chrysler Corporation, a Delaware corporation ("Chrysler"), will be held at 9:00 
a.m., local time, on September 18, 1998, at the Hotel du Pont, 11th and Market  
Streets, Wilmington, Delaware.                                                  

The purpose of the Chrysler Special Meeting is:                         

1.  To consider and vote upon a proposal (the "Chrysler Merger  
Proposal") to approve and adopt the Amended and Restated Business       
Combination Agreement (the "Combination Agreement"), dated as of May 7, 
1998, among Daimler-Benz Aktiengesellschaft, a stock corporation        
 (AKTIENGESELLSCHAFT) organized and existing under the laws of the Federal
 Republic of Germany ("Daimler-Benz"), Chrysler and DaimlerChrysler AG, an
AKTIENGESELLSCHAFT organized and existing under the laws of the Federal 
Republic of Germany, formerly named Oppenheim Aktiengesellschaft        
    ("DaimlerChrysler AG"), and the transactions contemplated thereby, including
the merger of a newly incorporated Delaware corporation with and into   
Chrysler (the "Chrysler Merger"), including at any adjournment or       
postponement of the Chrysler Special Meeting;                           

   2.  To consider and vote upon a proposal to postpone or adjourn the
    Chrysler Special Meeting, if proposed by the Board of Directors of Chrysler;
and                                                                     

   3.  To transact such other business as may properly come before the
Chrysler Special Meeting or any adjournment or postponement thereof.    

The Combination Agreement provides, among other things, for the Chrysler
Merger pursuant to which (a) Chrysler will become a wholly owned subsidiary of  
DaimlerChrysler AG, and (b) each issued and outstanding share of common stock,  
par value $1.00 per share, of Chrysler (the "Chrysler Common Stock"), will be   
converted into the right to receive .6235 (the "U.S. Exchange Ratio") of an     
Ordinary Share of DaimlerChrysler AG. The U.S. Exchange Ratio has been          
determined in accordance with the formula set forth in the Combination          
Agreement. See "Summary--The Transactions--The Chrysler Merger--U.S. Exchange   
Ratio." As contemplated by the Combination Agreement, an affirmative vote on the
Chrysler Merger Proposal will become effective upon consummation of the         
Daimler-Benz Exchange Offer described in the accompanying Proxy Statement/      
Prospectus.                                                                     

The Chrysler Merger is one in a series of transactions described in the 
attached Proxy Statement/ Prospectus which together will have the effect of     
combining the respective businesses, stockholder groups, managements and other  
constituencies of Chrysler and Daimler-Benz in a "merger-of-equals" transaction.

 Only holders of record of shares of Chrysler Common Stock at the close of
business on July 20, 1998, the record date for the Chrysler Special Meeting (the
"Chrysler Record Date"), are entitled to notice of and to vote at the Chrysler  
Special Meeting and any adjournment or postponement thereof. A list of such     
stockholders will be available for inspection by any stockholder of Chrysler at 
the Chrysler Special Meeting.                                                   

The accompanying Proxy Statement/Prospectus describes the Combination   
Agreement and related transactions. Please read the Proxy Statement/Prospectus  
carefully and in its entirety, and then complete, sign and date the enclosed    
proxy card and return it in the enclosed envelope. If you attend the Chrysler   
Special Meeting you may vote in person if you wish, even if you have previously 
returned your proxy card.                                                       

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   ADMISSION TICKETS. Attendance is limited to stockholders who owned Chrysler
Common Stock on the Chrysler Record Date, or their authorized representatives.  
Admission tickets will be issued in advance of the meeting upon written request 
to: Chrysler Corporation, 1000 Chrysler Drive, Auburn Mills, MI 48326-2766,     
Attention: Investor Relations, CIMS 485-06-07. If you hold your shares through a
broker or other custodian, please include a copy of your voting form or other   
proof of ownership.                                                             

                                      By order of the Board of Directors

                      William J. O'Brien
                                       VICE PRESIDENT, GENERAL COUNSEL AND
             SECRETARY

August 6, 1998                                                                  

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE  
CHRYSLER SPECIAL MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD
AND RETURN IT IN THE ENCLOSED ENVELOPE OR VOTE YOUR SHARES BY CALLING A         
TOLL-FREE TELEPHONE NUMBER OR BY USING THE INTERNET (AS EXPLAINED IN YOUR PROXY 
CARD). IN THE EVENT YOU CHOOSE TO ATTEND THE CHRYSLER SPECIAL MEETING, YOU MAY  
REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.                               

DO NOT SEND IN ANY STOCK CERTIFICATES WITH YOUR PROXY CARD. 

2 

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Subject to completion, dated August 6, 1998.

CHRYSLER CORPORATION

PROXY STATEMENT 
For a Special Meeting of its Stockholders to be held on September 18, 1998

------------------------

DAIMLERCHRYSLER AG

PROSPECTUS
Ordinary Shares of No Par Value 
------------------------

  This Proxy Statement/Prospectus is being furnished to holders of shares of
common stock, par value $1.00 per share (the "Chrysler Common Stock"), of       
Chrysler Corporation, a Delaware corporation ("Chrysler"), in connection with   
the solicitation by its Board of Directors of proxies for use at a special      
meeting of Chrysler's stockholders to be held on September 18, 1998, or any     
adjournment or postponement thereof (the "Chrysler Special Meeting"). The       
Chrysler Special Meeting is being called to consider and vote upon a proposal to
approve and adopt the Business Combination Agreement, dated as of May 7, 1998   
(as amended and restated, unless the context otherwise requires, the            
"Combination Agreement"), among Daimler-Benz Aktiengesellschaft, a stock        
corporation (AKTIENGESELLSCHAFT) organized and existing under the laws of the   
Federal Republic of Germany ("Daimler-Benz"), Chrysler and DaimlerChrysler AG,  
an AKTIENGESELLSCHAFT organized and existing under the laws of the Federal      
Republic of Germany ("DaimlerChrysler AG"), and the consummation of the         
transactions contemplated thereby, including the merger of a newly incorporated 
Delaware corporation ("Chrysler Merger Sub") with and into Chrysler (the        
"Chrysler Merger"). The Chrysler Merger is one in a series of transactions      
described in this Proxy Statement/Prospectus which together will have the effect
of combining the respective businesses, stockholder groups, managements and     
other constituencies of Chrysler and Daimler-Benz in a "merger-of-equals"       
transaction. The Combination Agreement is attached as Annex A and is            
incorporated herein by reference. As a result of the Chrysler Merger and after  
consummation of the Transactions (as hereinafter defined), former Chrysler      
stockholders as well as former Daimler-Benz stockholders will be stockholders of
a company incorporated in Germany.                                              

  The Combination Agreement provides that, promptly following receipt of the
votes necessary to obtain the Daimler-Benz Stockholder Approval (as hereinafter 
defined) at the Daimler-Benz Special Meeting (as hereinafter defined) and the   
Chrysler Stockholder Approval (as hereinafter defined) at the Chrysler Special  
Meeting, which meetings are scheduled to be held on the same day:               

  (i) DaimlerChrysler AG will commence an offer (the "Daimler-Benz
Exchange Offer") to (a) the holders of no par value Ordinary Shares of  
 Daimler-Benz (the "Daimler-Benz Ordinary Shares"), to exchange one no par
value Ordinary Share of DaimlerChrysler AG (a "DaimlerChrysler Ordinary 
 Share") for each Daimler-Benz Ordinary Share held by such holder, and (b)
   the holders of American Depositary Shares of Daimler-Benz each representing
  one Daimler-Benz Ordinary Share (the "Daimler-Benz ADSs"), to exchange one
DaimlerChrysler Ordinary Share for each Daimler-Benz ADS held by such   
   holder; PROVIDED that, if the Minimum Condition (as hereinafter defined) is
satisfied so that the Transactions can be accounted for as a            
pooling-of-interests, then each exchanging holder will receive 1.005    
DaimlerChrysler Ordinary Shares for each share exchanged (such ratio    
   referred to in the foregoing clauses (a) and (b), as it may be so adjusted,
being referred to herein as the "Daimler-Benz Exchange Offer Ratio");   

    (ii) Immediately following consummation of the Daimler-Benz Exchange
    Offer, the Chrysler Merger will be consummated. In the Chrysler Merger, each
share of Chrysler Common Stock (other than Chrysler Common Stock held in
    treasury or by a wholly owned subsidiary of Chrysler) will be converted into
   the right to receive .6235 (the "U.S. Exchange Ratio") of a DaimlerChrysler
Ordinary Share; and                                                     

    (iii) As soon as possible following the consummation of the Chrysler
Merger, the merger of Daimler-Benz with and into DaimlerChrysler AG (the
"Daimler-Benz Merger" and, together with the Chrysler                   

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(COVER PAGE CONTINUED)                                                          

   Merger, the "Mergers") will be consummated. As a result of the Daimler-Benz
  Merger, (a) each outstanding Daimler-Benz Ordinary Share will be converted
into the right to receive that number of DaimlerChrysler Ordinary Shares
equal to the Daimler-Benz Exchange Offer Ratio and (b) each outstanding 
   Daimler-Benz ADS will be converted into the right to receive that number of
DaimlerChrysler Ordinary Shares equal to the Daimler-Benz Exchange Offer
Ratio (such exchange ratio being referred to herein as the "Daimler-Benz
Merger Exchange Ratio").                                                

The Daimler-Benz Exchange Offer and the Mergers (including the U.S. Share       
Exchange (as hereinafter defined)) are collectively referred to herein as the   
"Transactions." Immediately after consummation of the Transactions, based upon  
the number of shares of Chrysler Common Stock and Daimler-Benz Ordinary Shares  
issued and outstanding on July 20, 1998, the former stockholders of Chrysler    
will own approximately 42% and the former stockholders of Daimler-Benz will own 
approximately 58% of the outstanding DaimlerChrysler Ordinary Shares. If the    
Daimler-Benz Exchange Offer Ratio is changed to 1.005 DaimlerChrysler Ordinary  
Shares for each share exchanged the respective percentages would remain         
approximately the same, exclusive of the issuance of 30 million shares of       
Chrysler Common Stock to satisfy the pooling-of-interests requirements.         

The Chrysler Board of Directors has unanimously approved the Combination
Agreement and determined that the transactions contemplated by the Combination  
Agreement are fair to and in the best interests of Chrysler and Chrysler's      
stockholders. The Chrysler Board of Directors unanimously recommends that       
stockholders of Chrysler vote FOR approval and adoption of the Combination      
Agreement and the transactions contemplated thereby, including the Chrysler     
Merger. The Transactions have also been unanimously approved by the Daimler-Benz
Supervisory Board (AUFSICHTSRAT) and Daimler-Benz Board of Management           
(VORSTAND).                                                                     

    The Daimler-Benz Exchange Offer is conditioned upon, among other things, the
tender of at least 90% of the outstanding Daimler-Benz Ordinary Shares,         
including Daimler-Benz Ordinary Shares represented by Daimler-Benz ADSs (the    
"Minimum Condition"); PROVIDED, HOWEVER, that if the number of Daimler-Benz     
Ordinary Shares and Daimler-Benz ADSs tendered does not satisfy the Minimum     
Condition but exceeds 80% of the outstanding capital stock of Daimler-Benz on a 
fully diluted basis (the "80% Minimum"), the Minimum Condition shall mean the   
80% Minimum. If the Minimum Condition is satisfied, and the Transactions are    
consummated, they will be accounted for as a "pooling-of-interests" under United
States generally accepted accounting principles ("U.S. GAAP"). However, if the  
Daimler-Benz Exchange Offer is consummated as a result of the satisfaction of   
the 80% Minimum, the Transactions will be accounted for using the purchase      
method of accounting. See "Selected Historical and Pro Forma Combined Financial 
Data--Selected Pro Forma Combined Financial Data," "Unaudited Pro Forma Combined
Financial Information" and "The Transactions--Anticipated Accounting Treatment."
The Daimler-Benz Exchange Offer is subject to certain other conditions. See "The
Combination Agreement--The Daimler-Benz Exchange Offer." The consummation of the
Mergers is also subject to various conditions, including, among other things,   
the Daimler-Benz Stockholder Approval and the Chrysler Stockholder Approval,    
completion of the Chrysler Stock Issuance (as hereinafter defined) (unless the  
Minimum Condition has been changed to the 80% Minimum), the receipt of required 
regulatory approvals, and, in the case of the Chrysler Merger, receipt of a     
private letter ruling from the United States Internal Revenue Service (the      
"IRS") addressing certain issues under Section 367(a)(1) of the Internal Revenue
Code of 1986, as amended (the "Code"), and consummation of the Daimler-Benz     
Exchange Offer. See "The Combination Agreement--Conditions to Closing."         

 This Proxy Statement/Prospectus is also being furnished to "U.S. persons"
(as defined in Rule 902(a) of Regulation S promulgated under the Securities Act 
of 1933, as amended) who own Daimler-Benz ADSs and Daimler-Benz Ordinary Shares 
in connection with the invitation by the Daimler-Benz Board of Management       
(VORSTAND) for the Daimler Benz Special Meeting and constitutes the prospectus  
of DaimlerChrysler AG for use in connection with the offer and issuance of      
DaimlerChrysler Ordinary Shares pursuant to the Chrysler Merger and the         
Daimler-Benz Merger.                                                            

There is currently no trading market for the DaimlerChrysler Ordinary   
Shares. However, because holders of Daimler-Benz Ordinary Shares and            
Daimler-Benz ADSs will have the right to exchange one Daimler-Benz Ordinary     
Share or one Daimler-Benz ADS for one DaimlerChrysler Ordinary Share (or 1.005  
DaimlerChrysler                                                                 

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(COVER PAGE CONTINUED)                                                          

Ordinary Shares, as the case may be) pursuant to the Daimler-Benz Exchange      
Offer, Daimler-Benz expects that the market price of a DaimlerChrysler Ordinary 
Share received in the Chrysler Exchange or the Daimler-Benz Exchange Offer      
should be substantially equivalent to the market price of a Daimler-Benz        
Ordinary Share immediately prior to the consummation of the Daimler-Benz        
Exchange Offer. Because the market price of the Daimler-Benz Ordinary Shares    
will fluctuate and the U.S. Exchange Ratio will not be adjusted as a result of  
any such fluctuation, the value of the consideration to be delivered in         
connection with the Chrysler Merger will fluctuate. Based on the closing price  
of Daimler-Benz Ordinary Shares on the Frankfurt Stock Exchange (the "FSE") on  
August 5, 1998, the implied per share market value of .6235 of a DaimlerChrysler
Ordinary Share was $60.86 (based on an exchange rate of DM 1.7724=$1.00, the    
Noon Buying Rate on such date). The DaimlerChrysler Ordinary Shares are expected
to be approved for listing on the FSE. The DaimlerChrysler Ordinary Shares have 
been approved for listing on the New York Stock Exchange, Inc. (the "NYSE"),    
subject to official notice of issuance, and will be traded thereon under the    
symbol "DCX." Stockholders of Chrysler are urged to obtain current market       
information prior to making any decision with respect to the Chrysler Merger.   

This Proxy Statement/Prospectus and the accompanying forms of proxy are 
first being mailed to stockholders of Chrysler on or about August 10, 1998.     

  See "Risk Factors" beginning on page 24 of this Proxy Statement/Prospectus
for certain information which should be considered by Chrysler stockholders and 
other prospective investors in DaimlerChrysler Ordinary Shares.                 

  THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS   
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY           
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

The date of this Proxy Statement/Prospectus is August 6, 1998.

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TABLE OF CONTENTS 

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AVAILABLE INFORMATION......................................................................................       3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................................................       4

ENFORCEABILITY OF CIVIL LIABILITIES........................................................................       5

CURRENCY PRESENTATION AND EXCHANGE RATES...................................................................       5

FORWARD-LOOKING INFORMATION................................................................................       6

SUMMARY....................................................................................................       7
  The Companies............................................................................................       7
  The Special Meetings.....................................................................................       8
  The Transactions.........................................................................................      11
  Recent Developments......................................................................................      20
  Introduction of the Single European Currency.............................................................      21
  Risk Factors.............................................................................................      23

RISK FACTORS...............................................................................................      24
  Fixed Exchange Ratio.....................................................................................      24
  Government Approvals.....................................................................................      24
  Uncertainties of Integrating Business Operations and Achieving Synergies.................................      24
  Industry and Market Factors Affecting DaimlerChrysler AG.................................................      24
  German Valuation Proceeding (SPRUCHVERFAHREN)............................................................      26
  Uncertainty of Accounting Treatment of Transactions......................................................      26
  Effect of Delay of Daimler-Benz Merger...................................................................      26
  Inclusion of DaimlerChrysler AG in the S&P 500 Index.....................................................      27
  Year 2000................................................................................................      27

MARKET PRICES..............................................................................................      28
  Trading on the New York Stock Exchange...................................................................      28
  Trading on the Frankfurt Stock Exchange..................................................................      31

SELECTED HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA..................................................      33
  Selected Historical Financial Data of Daimler-Benz.......................................................      33
  Selected Historical Financial Data of Chrysler...........................................................      36
  Selected Pro Forma Combined Financial Data...............................................................      38

UNAUDITED COMPARATIVE PER SHARE DATA.......................................................................      39
  Pooling-of-Interests Accounting..........................................................................      39
  Purchase Accounting......................................................................................      41

DIVIDENDS..................................................................................................      42

THE CHRYSLER SPECIAL MEETING...............................................................................      43
  Place, Date and Time.....................................................................................      43
  Purpose of the Chrysler Special Meeting..................................................................      43
  Record Date..............................................................................................      43
  Proxies..................................................................................................      43
  Revocation of Proxies....................................................................................      43
  Required Vote............................................................................................      43
  Security Ownership of Management.........................................................................      44
  Stockholder Agreement....................................................................................      44

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  Quorum...................................................................................................      44
  Solicitation of Proxies..................................................................................      44
  Miscellaneous............................................................................................      45

THE DAIMLER-BENZ SPECIAL MEETING...........................................................................      46
  Place, Date and Time.....................................................................................      46
  Purpose of the Daimler-Benz Special Meeting..............................................................      46
  Shares Entitled to Vote..................................................................................      46
  Required Vote............................................................................................      46

THE TRANSACTIONS...........................................................................................      47
  Background of the Transactions...........................................................................      47
  Recommendations of the Chrysler Board and Reasons for those Recommendations..............................      50
  Opinion of Financial Advisor of Chrysler.................................................................      53
  Recommendations of the Daimler-Benz Management Board and Reasons for those Recommendations...............      59
  Opinion of Financial Advisor of Daimler-Benz.............................................................      60
  Composition of DaimlerChrysler Management Board and Integration Committee................................      65
  Interests of Certain Persons in the Chrysler Merger......................................................      68
  Certain Tax Consequences.................................................................................      71
  Anticipated Accounting Treatment.........................................................................      78
  Issuance of Additional Shares of Chrysler Common Stock...................................................      79
  Affiliates' Restrictions on Sale of DaimlerChrysler Ordinary Shares......................................      79
  Regulatory Approvals.....................................................................................      79
  Stock Exchange Listings..................................................................................      80
  Appraisal Rights.........................................................................................      81
  Chrysler Preferred Share Purchase Rights.................................................................      81
  German Valuation Proceeding (SPRUCHVERFAHREN)............................................................      81
  Certain Litigation.......................................................................................      82

THE COMBINATION AGREEMENT..................................................................................      83
  General..................................................................................................      83
  The Daimler-Benz Exchange Offer..........................................................................      83
  The Chrysler Merger......................................................................................      84
  The Daimler-Benz Merger..................................................................................      89
  Fractional Shares........................................................................................      92
  Antidilution Protection..................................................................................      93
  Option to Issue DaimlerChrysler American Depositary Shares...............................................      93
  DaimlerChrysler AG Governance After the Chrysler Effective Time..........................................      93
  Representations and Warranties...........................................................................      94
  Conduct of the Business Pending the Chrysler Effective Time..............................................      94
  Employee Benefit Matters.................................................................................      96
  No Solicitation..........................................................................................      97
  Additional Agreements....................................................................................      98
  Indemnification, Exculpation and Insurance...............................................................     101
  Conditions to Closing....................................................................................     102
  Termination..............................................................................................     103
  Governing Law............................................................................................     104
  Fees and Expenses........................................................................................     104
  Reservation of Right to Revise Transaction...............................................................     104

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION.........................................................     105

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INFORMATION ABOUT CHRYSLER.................................................................................     122

INFORMATION ABOUT DAIMLER-BENZ.............................................................................     122

OWNERSHIP OF CHRYSLER COMMON STOCK.........................................................................     124
  Beneficial Ownership by Management of Chrysler...........................................................     124
  Beneficial Ownership of Certain Stockholders.............................................................     125

DESCRIPTION OF DAIMLERCHRYSLER ORDINARY SHARES.............................................................     126
  Voting Rights............................................................................................     126
  Dividends and Other Distributions........................................................................     127
  Record Dates.............................................................................................     128
  Liquidation Rights.......................................................................................     128
  Preemptive Rights........................................................................................     128
  Notices and Reports......................................................................................     128
  Inspection of Transfer Books.............................................................................     129
  Charges of Transfer Agents...............................................................................     129
  General..................................................................................................     129

COMPARISON OF CERTAIN RIGHTS OF STOCKHOLDERS OF CHRYSLER AND DAIMLERCHRYSLER AG............................     130
  General..................................................................................................     130
  Duties of Directors......................................................................................     130
  Size and Classification of the Board of Directors........................................................     132
  Removal of Directors; Filling Vacancies on the Board of Directors........................................     132
  Stockholder Nominations..................................................................................     133
  Action by Written Consent................................................................................     134
  Stockholder Meetings.....................................................................................     134
  Stockholder Proposals....................................................................................     135
  Required Vote for Authorization of Certain Actions.......................................................     135
  Amendment of Corporate Charter and By-Laws...............................................................     135
  Appraisal Rights.........................................................................................     136
  Preemptive Rights........................................................................................     136
  Stock Repurchases........................................................................................     137
  Anti-Takeover Statutes...................................................................................     137
  Limitation on Directors' Liability.......................................................................     138
  Indemnification of Officers and Directors................................................................     138
  Cumulative Voting........................................................................................     139
  Conflict-of-Interest Transactions........................................................................     139
  Dividends................................................................................................     139
  Loans to Directors.......................................................................................     140
  Stockholder Suits........................................................................................     140
  Rights of Inspection.....................................................................................     141

ENFORCEABILITY OF JUDGMENTS................................................................................     142

LEGAL MATTERS..............................................................................................     142

EXPERTS....................................................................................................     143

ANNEX A--Business Combination Agreement....................................................................     A-1
ANNEX B--Opinion of Credit Suisse First Boston Corporation.................................................     B-1
ANNEX C--English Translation of Opinion of Goldman, Sachs & Co. oHG........................................     C-1
ANNEX D--English Translation of the Articles of Association (SATZUNG) of DaimlerChrysler AG................     D-1

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

    THE FOLLOWING QUESTIONS AND ANSWERS ARE INTENDED TO PROVIDE BRIEF ANSWERS TO
CERTAIN COMMONLY ASKED QUESTIONS. THESE QUESTIONS AND ANSWERS DO NOT, AND ARE   
NOT INTENDED TO, ADDRESS ALL QUESTIONS THAT MAY BE PERTINENT TO CHRYSLER        
STOCKHOLDERS AND OTHER PROSPECTIVE INVESTORS, AND ARE QUALIFIED IN THEIR        
ENTIRETY BY REFERENCE TO THE MORE DETAILED INFORMATION CONTAINED ELSEWHERE IN   
THIS PROXY STATEMENT/PROSPECTUS, THE ANNEXES ATTACHED HERETO AND THE DOCUMENTS  
REFERRED TO OR INCORPORATED HEREIN BY REFERENCE.                                

Q:  Why is Chrysler combining with Daimler-Benz?                                

A:  Chrysler believes that combining with Daimler-Benz will provide Chrysler    
stockholders with an opportunity to participate in a leading global     
    automotive company with a broad product line, strong financial resources and
the prospect of future growth, while receiving a premium over historic  
market price for their Chrysler shares. CHRYSLER'S BOARD OF DIRECTORS   
UNANIMOUSLY RECOMMENDS VOTING IN FAVOR OF THE PROPOSED MERGER.          

Q:  What will I receive in exchange for my Chrysler shares?                     

A:  You will receive .6235 of a DaimlerChrysler Ordinary Share for each share of
   Chrysler Common Stock you own. Cash will be paid with respect to fractional
  shares. For example, a holder of 100 shares of Chrysler Common Stock would
    receive 62 DaimlerChrysler Ordinary Shares, plus a cash payment with respect
 to the .35 fractional DaimlerChrysler Ordinary Share. The DaimlerChrysler
 Ordinary Shares will be listed principally on the New York Stock Exchange
and the Frankfurt Stock Exchange.                                       

Q:  Will I continue to receive dividends?                                       

A:  The Daimler-Benz Management Board and the Chrysler Board of Directors have  
determined, and the prospective DaimlerChrysler AG Management Board has 
indicated its concurrence, that an appropriate dividend policy for      
DaimlerChrysler AG under current business and economic conditions would 
  result in DaimlerChrysler AG paying approximately the same annual dividend
  amount currently paid to Chrysler stockholders (after giving effect to the
change in share ownership resulting from the U.S. Exchange Ratio). The  
dividend would be paid annually after the DaimlerChrysler AG annual     
stockholders meeting, subject to stockholder approval. There can be no  
    assurance as to the actual level of dividends that will be paid in any year.
Q:  Can I continue to receive dividends in dollars?                             

A:  Yes. After the Chrysler Merger, when you send in your Chrysler stock        
certificates for exchange, you will be able to elect whether to receive 
dividend payments in dollars or in marks.                               

Q:  How do the stockholder rights of Chrysler and DaimlerChrysler AG compare?   

A:  Stockholder rights of DaimlerChrysler AG are governed by German law and the 
  provisions of the DaimlerChrysler AG Articles of Association (SATZUNG) (an
   English translation is attached to this Proxy Statement/Prospectus as Annex
D). For a summary of certain differences between the rights of Chrysler 
stockholders under Delaware law and the rights of DaimlerChrysler AG    
stockholders under German law, see page 130.                            

Q:  What do I need to do now?                                                   

A:  Please vote now by toll-free telephone or by Internet (as explained in your 
proxy card), or by signing and mailing your proxy card in the enclosed  
   return envelope as soon as possible, so that your shares may be represented
at the Chrysler Special Meeting.                                        

Q:  Should I send in my stock certificates now?                                 

A:  No. After the Chrysler Merger is completed, we will send you written        
instructions for exchanging your share certificates.                    

Q:  If my shares are held in "street name" by my broker, will my broker vote my 
shares for me?                                                          

A:  Your broker will vote your shares only if you provide instructions on how to
   vote. Your broker can give you directions on how to instruct your broker to
vote your shares.                                                       

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Q:  May I change my vote after I have mailed my signed proxy card?              

A:  Yes. Just send to Chrysler, at the address specified for Chrysler, a written
    notice that you are revoking your proxy, send a later dated proxy card, vote
 again by telephone or Internet or attend the Chrysler Special Meeting and
vote your shares.                                                       

Q:  Are there risks to be considered?                                           

A:  The number of DaimlerChrysler Ordinary Shares you will receive for each     
   share of Chrysler Common Stock will not change even if the market prices of
   Daimler-Benz Ordinary Shares and Chrysler shares change before the business
  combination is completed. Accordingly, the market value of DaimlerChrysler
 Ordinary Shares to be received by Chrysler's stockholders in the business
combination may be less or more than the current market value of the    
 comparable number of Daimler-Benz Ordinary Shares. In addition, there are
    risks that the synergies expected from the Transactions will not be obtained
to the extent and as promptly as now expected, and risks relating to the
    valuation proceeding (SPRUCHVERFAHREN) available under German law to certain
Daimler-Benz stockholders. For a discussion of these and certain other  
risks, see page 24.                                                     

Q:  Will Chrysler stockholders have appraisal rights?                           

A:  Under Delaware law, Chrysler stockholders will not have appraisal rights.   

Q:  When will the business combination be completed?                            

A:  We are working toward completing the business combination as quickly as     
  possible. We expect to complete the business combination in November 1998;
  however, delays in fulfilling closing conditions, including the receipt of
governmental approvals, could postpone the business combination.        

Q:  When and where will the Chrysler Special Meeting be held?                   

A:  The special meeting of Chrysler's stockholders will be held at 9:00 a.m.,   
local time, on September 18, 1998, at the Hotel du Pont, 11th and Market
Streets, Wilmington, Delaware.                                          
Q:  What other matters will be voted on at the Chrysler Special Meeting?        

A:  We do not expect to ask you to vote on any other matter at the Chrysler     
Special Meeting.                                                        

Q:  How will I be taxed on the Chrysler Merger?                                 

A:  Stockholders should not recognize taxable gain or loss for United States    
  federal income tax purposes upon the exchange of Chrysler Common Stock for
 DaimlerChrysler Ordinary Shares, except with respect to any cash received
   with respect to a fractional share of a DaimlerChrysler Ordinary Share. The
   holding period for the DaimlerChrysler Ordinary Shares received by Chrysler
  stockholders in the business combination, which determines how any gain or
 loss should be treated for United States federal income tax purposes upon
   future sales of DaimlerChrysler Ordinary Shares, generally will include the
holding period for the Chrysler Common Stock exchanged in the business  
 combination. For a fuller description of United States federal income tax
considerations, see page 71.                                            

WHO CAN HELP ANSWER YOUR QUESTIONS? 

If you have more questions about the business combination or would like 
additional copies of this Proxy Statement/Prospectus, you should contact:       
Georgeson & Company Inc., telephone number (800) 223-2064 (toll free), or       
Chrysler Corporation, 1000 Chrysler Drive, Auburn Hills, Michigan 48326-2766,   
Attention: Investor Relations, CIMS 485-06-07, telephone number (248) 512-2950. 

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As used in this Proxy Statement/Prospectus, unless the context otherwise
requires: "Chrysler" refers to Chrysler Corporation and its consolidated        
subsidiaries, and "Daimler-Benz" refers to Daimler-Benz Aktiengesellschaft and  
its consolidated subsidiaries, in each case prior to the consummation of any of 
the Transactions. As used in this Proxy Statement/Prospectus, unless the context
otherwise requires, the term "DaimlerChrysler AG" refers to DaimlerChrysler AG  
and its consolidated subsidiaries as the successor corporation to Daimler-Benz  
Aktiengesellschaft and its consolidated subsidiaries following the consummation 
of the Daimler-Benz Exchange Offer and the Daimler-Benz Merger. All information 
contained in or incorporated by reference in this Proxy Statement/Prospectus    
relating to Daimler-Benz and DaimlerChrysler AG was provided by Daimler-Benz.   
All information contained in or incorporated by reference in this Proxy         
Statement/ Prospectus relating to Chrysler was provided by Chrysler.            

------------------------

AVAILABLE INFORMATION 

    Daimler-Benz and Chrysler are each subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in 
accordance therewith file reports and other information with the Securities and 
Exchange Commission (the "Commission"). Chrysler also files proxy statements    
with the Commission. Daimler-Benz, as a foreign private issuer, is exempt from  
the rules under the Exchange Act prescribing the furnishing and content of proxy
statements, and its officers, directors and principal stockholders are exempt   
from the reporting and "short-swing" profit recovery provisions contained in    
Section 16 of the Exchange Act. Reports and other information filed by          
Daimler-Benz or Chrysler with the Commission can be inspected and copied at the 
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.  
20549 and at the Commission's Regional Offices located at 500 West Madison      
Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center, New York,
New York 10048. Copies of such material can be obtained from the Public         
Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C.    
20549 at prescribed rates. Information on the operation of the Commission's     
Public Reference Room may be obtained by calling the Commission at              
1-800-SEC-0330. Certain reports, proxy statements and other information filed by
Chrysler may also be obtained at the Commission's World Wide Web site, located  
at http://www.sec.gov. In addition, material filed by each of Daimler-Benz and  
Chrysler can be inspected at the offices of the NYSE at 20 Broad Street, New    
York, New York 10005.                                                           

Daimler-Benz furnishes the depositary (the "Depositary") for the        
Daimler-Benz ADSs with annual reports in English, which include annual audited  
consolidated financial statements of Daimler-Benz and its subsidiaries prepared 
in conformity with U.S. GAAP, except for the use of the proportionate method of 
consolidation for certain joint ventures. Under U.S. GAAP, joint ventures would 
be accounted for using the equity method of accounting. The Depositary has      
undertaken to mail such reports, promptly upon receipt thereof, to all holders  
of record of Daimler-Benz ADSs. Daimler-Benz also furnishes the Depositary with 
unaudited consolidated financial statements for the first six months of each    
fiscal year. The Depositary makes such reports available for inspection by      
holders of Daimler-Benz ADSs. In addition, Daimler-Benz furnishes the Depositary
with summaries in English of all notices of stockholders' meetings and other    
reports and communications that are made generally available to stockholders of 
Daimler-Benz. The Depositary arranges for the mailing of such summaries to all  
record holders of Daimler-Benz ADSs. As of September 1, 1998 (the "Succession   
Date"), The Bank of New York ("BONY") will succeed Citibank, N.A. ("Citibank")  
as Depositary for the Daimler-Benz ADSs, and will assume all of the rights and  
powers of the Depositary under the Deposit Agreement, dated as of September 1,  
1993, as amended (the "Deposit Agreement"), among Daimler-Benz, Citibank, and   
the holders from time to time of Daimler-Benz ADSs. In addition, as of the      
Succession Date, (i) Citibank will be removed as registrar for the registry of  
Daimler-Benz ADSs on all stock exchanges or securities markets in the United    
States, and BONY will act as substitute registrar, in accordance with the terms 
and provisions of the Deposit Agreement, and (ii) Citibank's custodian will     
cease to act as custodian of the Daimler-Benz ADSs, and a custodian or          
custodians appointed by BONY will become the substitute custodian.              

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 Following consummation of the Transactions, DaimlerChrysler AG will, with
respect to itself, furnish the U.S. Transfer Agent referred to under            
"Description of DaimlerChrysler Ordinary Shares" with reports, financial        
statements and other communications similar to those previously furnished by    
Daimler-Benz to the Depositary. The U.S. Transfer Agent, in turn, will mail or, 
to the extent appropriate, make available for inspection such materials to      
holders of DaimlerChrysler Ordinary Shares in the United States. See            
"Description of DaimlerChrysler Ordinary Shares--Notices and Reports."          

    This Proxy Statement/Prospectus constitutes part of a registration statement
on Form F-4 (together with all amendments and exhibits thereto, the             
"Registration Statement") filed by DaimlerChrysler AG, as successor corporation 
to Daimler-Benz, with the Commission under the Securities Act of 1933, as       
amended (the "Securities Act"), with respect to the offering and issuance of    
DaimlerChrysler Ordinary Shares in connection with the Daimler-Benz Exchange    
Offer, the Chrysler Merger and the Daimler-Benz Merger. This Proxy              
Statement/Prospectus does not contain all of the information set forth in the   
Registration Statement, certain portions of which are omitted in accordance with
the rules and regulations of the Commission. Statements contained in this Proxy 
Statement/Prospectus or in any document incorporated by reference or deemed to  
be incorporated by reference herein with respect to the contents of any contract
or other document referred to herein or therein are not necessarily complete,   
and in each case reference is made to the copy of such contract or other        
document filed as an exhibit to the Registration Statement or such other        
document, each such statement being qualified in all respects by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

The following documents previously filed by Chrysler with the Commission
under the Exchange Act are incorporated herein by reference:                    

   (a) Chrysler's Annual Report on Form 10-K for the year ended December
31, 1997 (File No. 1-9161);                               

  (b) Chrysler's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998 (File No. 1-9161);       

(c) Chrysler's Current Reports on Form 8-K, dated February 6, 1998
and May 7, 1998 (File No. 1-9161); and                    

(d) The description of the Chrysler Common Stock contained in     
     Chrysler's Registration Statement on Form 8-B (File No. 1-9161)
filed with the Commission on May 23, 1986.                

    The following documents previously filed by Daimler-Benz with the Commission
under the Exchange Act are incorporated herein by reference:                    

(a) Daimler-Benz' Annual Report on Form 20-F for the fiscal year  
ended December 31, 1997 (File No. 1-2356); and            

(b) Daimler-Benz' Report of Foreign Private Issuer on Form 6-K for
the month of July 1998.                                   

All documents filed by Chrysler pursuant to Section 13(a), 13(c), 14 or 
15(d) of the Exchange Act, all Forms 20-F filed by Daimler-Benz pursuant to the 
Exchange Act and all Forms 6-K filed by Daimler-Benz pursuant to the Exchange   
Act that indicate on the cover page thereof that such Forms 6-K are to be       
incorporated by reference, after the date of this Proxy Statement/Prospectus and
prior to the date of the consummation of the Transactions shall be deemed to be 
incorporated by reference into this Proxy Statement/Prospectus and to be a part 
hereof from the date of filing of such documents.                               

   Any statements contained herein, or in a document incorporated or deemed to
be incorporated by reference herein, shall be deemed to be modified or          
superseded for purposes of this Proxy Statement/ Prospectus to the extent that a
statement herein, or in any other subsequently filed document that is or is     
deemed to be incorporated by reference herein, modifies or supersedes such      
previous statement. Any                                                         

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statement so modified or superseded shall not be deemed to constitute a part    
hereof except as so modified or superseded.                                     
------------------------

    This Proxy Statement/Prospectus incorporates documents by reference that are
not presented herein or delivered herewith. These documents (other than exhibits
to such documents, unless such exhibits are specifically incorporated by        
reference herein) are available, without charge, upon oral or written request by
any person to whom this Proxy Statement/Prospectus has been delivered, in the   
case of documents relating to Chrysler, from the Director, Investor Relations,  
CIMS 485-06-07, Chrysler Corporation, 1000 Chrysler Drive, Auburn Hills,        
Michigan 48326-2766, telephone number (248) 512-2950; and in the case of        
documents relating to Daimler-Benz from either the Investor Relations Department
of Daimler-Benz Aktiengesellschaft, Epplestrasse 225, 70567, Stuttgart, Germany,
telephone number 011-49-711-17-92285 or Daimler-Benz North America Corporation, 
375 Park Avenue, New York, New York 10152-3001, attention: Kerstin Arthurs,     
telephone number (212) 909-9724. In order to ensure timely delivery of the      
documents, any request should be made by September 11, 1998.                    
------------------------

No person has been authorized to give any information or make any       
representations not contained or incorporated by reference in this Proxy        
Statement/Prospectus and, if so given or made, such information or              
representation must not be relied upon as having been authorized by             
DaimlerChrysler AG, Daimler-Benz, Chrysler or any other person. This Proxy      
Statement/Prospectus does not contain an offer to sell or a solicitation of any 
seller to buy any securities other than those offered hereby or an offer to sell
or a solicitation of any seller to buy any securities in any jurisdiction in    
which, or to any person to whom, it is unlawful to make such offer or           
solicitation. Neither the delivery of this Proxy Statement/Prospectus nor the   
sale of any securities hereunder shall, under any circumstances, create an      
implication that there has been no change in the affairs of either              
DaimlerChrysler AG, Daimler-Benz or Chrysler since the date hereof or that the  
information herein is correct as of any time subsequent to its date.            
------------------------

ENFORCEABILITY OF CIVIL LIABILITIES 

DaimlerChrysler AG is a stock corporation (AKTIENGESELLSCHAFT) organized
under the laws of the Federal Republic of Germany. Following the Transactions   
most of the members of the Supervisory Board (AUFSICHTSRAT) and a number of the 
members of the Board of Management (VORSTAND) and certain of the officers of    
DaimlerChrysler AG and certain experts named herein will reside outside the     
United States. As a result, it may not be possible for investors to effect      
service of process within the United States upon such persons or to enforce, in 
courts outside the United States, judgments against such persons obtained in    
United States courts and predicated upon the civil liability provisions of the  
federal securities laws of the United States. Furthermore, since a substantial  
portion of the assets of DaimlerChrysler AG will be located outside the United  
States, any judgment obtained in the United States against DaimlerChrysler AG   
may not be collectible within the United States. The Daimler-Benz legal         
department has advised that German courts will enforce judgments of United      
States courts for liquidated amounts in civil matters subject to certain        
conditions and exceptions. Such counsel has expressed no opinion, however, as to
whether the enforcement by a German court of any judgment would be effected in  
any currency other than in German marks ("marks" or "DM") and, if in marks, the 
date of determination of the applicable exchange rate from United States dollars
("dollars" or "$") to marks. The Daimler-Benz legal department has further      
advised that there may be doubt as to the enforceability, in original actions in
German courts, of liabilities predicated solely upon the federal securities laws
of the United States.                                                           

CURRENCY PRESENTATION AND EXCHANGE RATES

   For the convenience of the reader, this Proxy Statement/Prospectus contains
translations of certain mark amounts into dollar amounts, and dollar amounts    
into mark amounts, at specified exchange rates. Unless                          

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otherwise indicated, the translation of marks into dollars and of dollars into  
marks herein has been made at the indicated noon buying rate in New York City   
for cable transfers in foreign currencies as certified for customs purposes by  
the Federal Reserve Bank of New York (the "Noon Buying Rate") on June 30, 1998, 
which was DM 1.8033 per $1.00. Such rate may differ from the actual rates used  
in the preparation of the consolidated financial statements and the selected    
consolidated financial data of Daimler-Benz and the pro forma financial         
information for DaimlerChrysler AG included or incorporated by reference in this
Proxy Statement/Prospectus, which are expressed in marks. Accordingly, dollar   
amounts appearing herein may differ from the actual dollar amounts that were    
translated into marks in the preparation of such financial statements, data and 
information.                                                                    

Fluctuations in the exchange rate between the dollar and the mark will  
affect the dollar equivalent of the mark price of DaimlerChrysler Ordinary      
Shares traded on the German stock exchanges and, as a result, are likely to     
affect the market price of the DaimlerChrysler Ordinary Shares on the NYSE. Such
fluctuations will also affect the dollar amounts received by holders of         
DaimlerChrysler Ordinary Shares on the conversion by the U.S. Transfer Agent    
into dollars of cash dividends declared in marks on the DaimlerChrysler Ordinary
Shares.                                                                         

The following table sets forth, for the periods and dates indicated, the
average, high, low and period-end Noon Buying Rates for marks expressed in marks
per $1.                                                                         

                                                        [Enlarge/Download Table]

Year ended December 31,                                  Average(1)       High          Low        Period-End 
------------------------------------------------------  ------------  ------------  ------------  ------------
                                                                                                              
1993..................................................     DM 1.6610     DM 1.7405     DM 1.5675     DM 1.7395
1994..................................................        1.6119        1.7627        1.4920        1.5495
1995..................................................        1.4261        1.5612        1.3565        1.4345
1996..................................................        1.5070        1.5655        1.4354        1.5387
1997..................................................        1.7394        1.8810        1.5413        1.7991
1998 (through August 5, 1998).........................        1.8080        1.8542        1.7590        1.7724

------------------------                                                        

(1)   The average of the Noon Buying Rates on the last business day of each     
month during the relevant period.                                       

FORWARD-LOOKING INFORMATION 

This Proxy Statement/Prospectus contains or incorporates by reference   
certain forward-looking statements and information relating to DaimlerChrysler  
AG, Daimler-Benz and Chrysler that are based on the beliefs of their respective 
managements as well as assumptions made by and information currently available  
to each of DaimlerChrysler AG, Daimler-Benz and Chrysler. When used in this     
document, the words "anticipate," "believe," "estimate," "expect," "plan" and   
"intend" and similar expressions, as they relate to DaimlerChrysler AG,         
Daimler-Benz or Chrysler or their respective managements, are intended to       
identify forward-looking statements. Such statements reflect the current views  
of each such company with respect to future events and are subject to certain   
risks, uncertainties and assumptions. Many factors could cause the actual       
results, performance or achievements of DaimlerChrysler AG or Chrysler to be    
materially different from any future results, performance or achievements that  
may be expressed or implied by such forward-looking statements, including, among
others, changes in general economic and business conditions, changes in currency
exchange rates, introduction of competing products by other companies, lack of  
acceptance of new products or services by DaimlerChrysler AG's or Chrysler's    
targeted customers, changes in business strategy, risks that the synergies      
anticipated from the Transactions may not be fully realized and various other   
factors, both referenced and not referenced in this Proxy Statement/Prospectus. 
See "Risk Factors." Should one or more of these risks or uncertainties          
materialize, or should underlying assumptions prove incorrect, actual results   
may vary materially from those described herein as anticipated, believed,       
estimated, expected, planned or intended. None of DaimlerChrysler AG,           
Daimler-Benz or Chrysler intends, or assumes any obligation, to update these    
forward-looking statements.                                                     

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SUMMARY 

THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE IN
THIS PROXY STATEMENT/PROSPECTUS. THIS SUMMARY IS NOT, AND IS NOT INTENDED TO BE,
COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE DETAILED     
INFORMATION CONTAINED ELSEWHERE IN THIS PROXY STATEMENT/PROSPECTUS, THE ANNEXES 
ATTACHED HERETO AND THE DOCUMENTS REFERRED TO OR INCORPORATED HEREIN BY         
REFERENCE. STOCKHOLDERS ARE URGED TO REVIEW THIS PROXY STATEMENT/ PROSPECTUS,   
THE COMBINATION AGREEMENT ATTACHED HERETO AS ANNEX A AND THE OTHER ANNEXES      
ATTACHED HERETO.                                                                

The Companies                                                                   

  DAIMLER-BENZ AKTIENGESELLSCHAFT.  Daimler-Benz Aktiengesellschaft, a stock
corporation (AKTIENGESELLSCHAFT) organized and existing under the laws of the   
Federal Republic of Germany, is the largest industrial group in Germany with    
1997 revenues of DM 124 billion. Daimler-Benz operates in four business         
segments-- Automotive (Passenger Cars and Commercial Vehicles), Aerospace,      
Services and Directly Managed Businesses. Daimler-Benz is primarily active in   
Europe, North and South America and Japan and is continuing to expand in markets
such as Eastern Europe and East and Southeast Asia, which are also assuming     
strategic importance as production locations. Daimler-Benz' principal executive 
offices are located at Epplestrasse 225, 70567 Stuttgart, Germany, and its      
telephone number is 011-49-711-17-0. See "Information About Daimler-Benz."      

CHRYSLER CORPORATION.  Chrysler Corporation, a Delaware corporation,    
operates in two principal industry segments: Automotive Operations and Financial
Services. Automotive Operations include the research, design, manufacture,      
assembly and sale of cars, trucks and related parts and accessories.            
Substantially all of Chrysler's automotive products are marketed through retail 
dealerships, most of which are privately owned and financed. Financial Services 
include the operations of Chrysler Financial Corporation and its consolidated   
subsidiaries, which are engaged principally in providing consumer and dealer    
automotive financing for Chrysler's products. Chrysler's principal executive    
offices are located at Chrysler World Headquarters, 1000 Chrysler Drive, Auburn 
Hills, Michigan 48326-2766, and its telephone number is (248) 576-5741. See     
"Information About Chrysler."                                                   

    DAIMLERCHRYSLER AG.  DaimlerChrysler AG is a newly formed AKTIENGESELLSCHAFT
organized and existing under the laws of the Federal Republic of Germany that   
has not, to date, conducted any activities other than those incident to its     
formation, its execution of, and performance of its obligations under, the      
Combination Agreement and related agreements, and its participation in the      
preparation of this Proxy Statement/Prospectus. DaimlerChrysler AG will be the  
successor corporation to Daimler-Benz following consummation of the Daimler-Benz
Exchange Offer and the Daimler-Benz Merger. As a result of the Transactions, the
business of DaimlerChrysler AG and its subsidiaries will be the businesses      
currently conducted by Chrysler and Daimler-Benz. Immediately upon consummation 
of the Mergers, based upon the number of shares of Chrysler Common Stock and    
Daimler-Benz Ordinary Shares issued and outstanding on July 20, 1998, the former
stockholders of Chrysler will own approximately 42% and the former stockholders 
of Daimler-Benz will own approximately 58% of the outstanding DaimlerChrysler   
Ordinary Shares. If the Daimler-Benz Exchange Offer Ratio is changed to 1.005   
DaimlerChrysler Ordinary Shares for each share exchanged, the respective        
percentages would remain approximately the same, exclusive of the issuance of 30
million shares of Chrysler Common Stock to satisfy the pooling-of-interests     
requirements.                                                                   

 The following table sets forth the respective percentage contributions of
Daimler-Benz and Chrysler to the pro forma total revenues and pro forma income  
before income taxes of DaimlerChrysler AG for the year ended December 31, 1997  
and for the six months ended June 30, 1998, and to the pro forma net assets of  
DaimlerChrysler AG as at June 30, 1998, in all cases assuming                   
pooling-of-interests accounting treatment for the Transactions. If the          
Transactions were accounted for under the purchase method, the respective       
contributions for pro forma total revenues would be the same as those below. The
respective contributions to pro forma income before income taxes and net assets 
assuming purchase accounting for the Transactions are not                       

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provided because the resulting goodwill and related amortization and higher     
depreciation charges from the revaluing of Chrysler's assets would make the     
comparison of respective contributions not meaningful.                          

                                                        [Enlarge/Download Table]

                                                                                         Pooling-of-Interests   
                                                                                       -------------------------
                                                                                       Daimler-Benz   Chrysler  
                                                                                       ------------  -----------
                                                                                                                
Pro Forma Total Revenues                                                                                        
  Year ended December 31, 1997........................................................     54%           46%    
  Six months ended June 30, 1998......................................................     53%           47%    

Pro forma Income Before Income Taxes                                                                            
  Year ended December 31, 1997........................................................     35%           65%    
  Six months ended June 30, 1998......................................................     40%           60%    

Pro forma Net Assets at June 30, 1998.................................................     56%           44%    

------------------------

  There are currently no plans for the combined company to change the nature
of the business operations of Daimler-Benz and Chrysler described above.        
Following consummation of the Chrysler Merger, DaimlerChrysler AG will have its 
registered seat in Stuttgart, Germany and will maintain two operational         
headquarters -- one located at the current Chrysler headquarters, 1000 Chrysler 
Drive, Auburn Hills, Michigan 48326-2766, and one located at the current        
Daimler-Benz headquarters, Epplestrasse 225, 70567 Stuttgart, Germany.          

The Special Meetings                                                            

 This Proxy Statement/Prospectus is being furnished in connection with the
solicitation by the Board of Directors of Chrysler (the "Chrysler Board") of    
proxies from holders of Chrysler Common Stock for use at the Chrysler Special   
Meeting. At the Chrysler Special Meeting, the holders of Chrysler Common Stock  
will be asked to approve and adopt the Combination Agreement and the            
transactions contemplated thereby, including the Chrysler Merger (the "Chrysler 
Merger Proposal").                                                              

In addition, this Proxy Statement/Prospectus is being furnished to "U.S.
persons" (as defined in Rule 902(o) of Regulation S promulgated under the       
Securities Act) who own Daimler-Benz Ordinary Shares or Daimler-Benz ADSs in    
connection with the invitation by the Daimler-Benz Board of Management          
(VORSTAND) (the "Daimler-Benz Management Board") for the special meeting of     
Daimler-Benz stockholders (the "Daimler-Benz Special Meeting"). At the          
Daimler-Benz Special Meeting, the holders of Daimler-Benz Ordinary Shares and   
Daimler-Benz ADSs will be asked to approve the consummation of the transactions 
contemplated by the Combination Agreement, including the Daimler-Benz Exchange  
Offer, and to approve the Daimler-Benz Merger and the German Merger Agreement   
(as hereinafter defined) (collectively, the "Daimler-Benz Business Combination  
Proposal").                                                                     

THE CHRYSLER SPECIAL MEETING                                            

TIME, DATE AND PLACE.  The Chrysler Special Meeting will be held at 9:00
a.m., local time, on September 18, 1998, at the Hotel du Pont, 11th and Market  
Streets, Wilmington, Delaware.                                                  

PURPOSE OF THE CHRYSLER SPECIAL MEETING.  The purpose of the Chrysler   
Special Meeting is to consider and vote upon the Chrysler Merger Proposal and to
transact any other business that is properly brought before the Chrysler Special
Meeting.                                                                        

RECORD DATE; QUORUM; REQUIRED VOTE; SHARES OUTSTANDING AND ENTITLED TO  
VOTE.  Only holders of record of Chrysler Common Stock at the close of business 
on July 20, 1998 (the "Chrysler Record Date") will be entitled to notice of and 
to vote at the Chrysler Special Meeting. The presence, in person or by proxy, of
the holders of at least a majority of the shares entitled to vote at the        
Chrysler Special Meeting is necessary to constitute a quorum. Each holder of    
record of shares of Chrysler Common Stock on the Chrysler Record Date is        
entitled to cast one vote per share on the Chrysler Merger Proposal and on any  
other matter properly submitted for the vote of the Chrysler stockholders at the
Chrysler Special Meeting. The affirmative vote of a majority (the               

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"Chrysler Stockholder Approval") of the outstanding shares of Chrysler Common   
Stock entitled to vote is required to approve the Chrysler Merger Proposal. The 
Chrysler Stockholder Approval will become effective upon consummation of the    
Daimler-Benz Exchange Offer. As of the Chrysler Record Date, there were         
647,304,195 shares of Chrysler Common Stock outstanding and entitled to vote at 
the Chrysler Special Meeting. The actions proposed in this Proxy                
Statement/Prospectus are not matters that can be voted on by brokers holding    
shares for beneficial owners without the owners' specific instructions.         
Accordingly, all beneficial owners of Chrysler Common Stock are urged to return 
the enclosed proxy card marked to indicate their votes, or to cast their vote by
telephone or by Internet.                                                       

SECURITY OWNERSHIP OF MANAGEMENT.  As of July 20, 1998, directors and   
executive officers of Chrysler and their affiliates beneficially owned an       
aggregate of 8,211,204 shares of Chrysler Common Stock (approximately 1.21% of  
the Chrysler Common Stock then outstanding), including 6,804,399 shares under   
option. Chrysler expects that all of such directors and executive officers will 
vote their shares (other than shares under option) in favor of the Chrysler     
Merger Proposal.                                                                

STOCKHOLDER AGREEMENT.  Tracinda Corporation, a Nevada corporation      
("Tracinda"), and Mr. Kirk Kerkorian have entered into the Stockholder Agreement
with Daimler-Benz and Chrysler (the "Chrysler Stockholder Agreement"), pursuant 
to which Tracinda has agreed, among other things, to vote all of the shares of  
Chrysler Common Stock owned by it in favor of the Chrysler Merger Proposal. As  
of July 30, 1998, Tracinda beneficially owned 71,753,992 shares of Chrysler     
Common Stock, representing approximately 11% of the outstanding shares of       
Chrysler Common Stock on the Chrysler Record Date. The Chrysler Stockholder     
Agreement is filed as an exhibit to the Registration Statement and is           
incorporated herein by reference. See "The Chrysler Special Meeting--Stockholder
Agreement" and "Ownership of Chrysler Common Stock--Beneficial Ownership of     
Certain Stockholders."                                                          

   RECOMMENDATION OF THE CHRYSLER BOARD; REASONS FOR THE CHRYSLER MERGER.  The
Chrysler Board has unanimously approved the Combination Agreement, has          
unanimously determined that the Chrysler Merger is fair to, and in the best     
interests of, Chrysler and its stockholders, and unanimously recommends that    
Chrysler stockholders vote FOR the Chrysler Merger Proposal.                    

For a discussion of the factors considered by the Chrysler Board in     
approving the Combination Agreement, see "The Transactions--Recommendations of  
the Chrysler Board and Reasons for those Recommendations."                      

OPINION OF FINANCIAL ADVISOR OF CHRYSLER.  On May 6, 1998, Credit Suisse
First Boston Corporation ("CSFB") delivered to the Chrysler Board a written     
opinion that, as of such date, and based upon and subject to the matters set    
forth therein, the U.S. Exchange Ratio was fair from a financial point of view  
to the holders of Chrysler Common Stock (not including Daimler-Benz and its     
affiliates). As discussed in "The Transactions-- Recommendations of the Chrysler
Board and Reasons for those Recommendations," CSFB's opinion and presentation to
the Chrysler Board were among the factors considered by the Chrysler Board in   
reaching its determination to approve the Combination Agreement. A copy of the  
CSFB opinion is attached as Annex B to this Proxy Statement/Prospectus and is   
incorporated herein by reference. CSFB has consented to the use of its opinion  
in this Proxy Statement/Prospectus, and a copy of its consent has been filed as 
an exhibit to the Registration Statement of which this Proxy                    
Statement/Prospectus forms a part. Stockholders are urged to, and should, read  
the CSFB opinion carefully and in its entirety for a description of the         
procedures followed, assumptions made, matters considered and limitations on the
review undertaken by CSFB in connection therewith. See "The                     
Transactions--Opinion of Financial Advisor of Chrysler."                        

INTERESTS OF CERTAIN PERSONS IN THE CHRYSLER MERGER.  In considering the
recommendation of the Chrysler Board with regard to the Chrysler Merger         
Proposal, stockholders of Chrysler should be aware that certain members of      
Chrysler's management and the Chrysler Board have interests in the Chrysler     
Merger that are in addition to and may be different from the interests in the   
Chrysler Merger of holders of Chrysler Common Stock, including employment       
agreements with Chrysler, severance benefits, accelerated vesting of stock      
options and other stock-based awards, employment agreements with DaimlerChrysler
AG (in the case of the                                                          

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Chrysler senior officers who are to become members of the DaimlerChrysler AG    
Board of Management (VORSTAND)), interests in certain Chrysler benefit plans    
and, in the case of Mr. Robert J. Eaton, Chairman and Chief Executive Officer of
Chrysler, an increase in pension benefits intended to encourage Mr. Eaton to    
remain in DaimlerChrysler AG's and Chrysler's employ following the Chrysler     
Merger. Stockholders should also be aware that certain of such officers and     
directors will become officers and directors of DaimlerChrysler AG following the
Chrysler Merger. See "The Transactions--Composition of DaimlerChrysler          
Management Board and Integration Committee," "The Transactions--Interests of    
Certain Persons in the Chrysler Merger" and "The Combination                    
Agreement--DaimlerChrysler AG Governance After the Chrysler Effective Time."    

 As described in greater detail in "The Transactions--Interests of Certain
Persons in the Chrysler Merger," subject only to the consummation of the        
Chrysler Merger and their continued employment until such time, each of the     
following Chrysler executive officers will receive the following cash payments, 
the following number of DaimlerChrysler Ordinary Shares in respect of his       
unvested Chrysler Equity Units (as hereinafter defined) and the right to share  
in the appreciation from and after the Chrysler Merger in the following number  
of DaimlerChrysler Ordinary Shares: Mr. Eaton, $3,727,785; 628,277              
DaimlerChrysler Ordinary Shares ($66,214,158) and stock appreciation rights with
respect to 2,267,579 DaimlerChrysler Ordinary Shares; Mr. Lutz, $1,326,097;     
244,314 DaimlerChrysler Ordinary Shares ($25,748,240) and stock appreciation    
rights with respect to 683,380 DaimlerChrysler Ordinary Shares; Mr. Stallkamp,  
$1,500,433; 222,947 DaimlerChrysler Ordinary Shares ($23,496,425) and stock     
appreciation rights with respect to 379,384 DaimlerChrysler Ordinary Shares; Mr.
Valade, $1,056,206; 210,586 DaimlerChrysler Ordinary Shares ($22,193,659) and   
stock appreciation rights with respect to 442,685 DaimlerChrysler Ordinary      
Shares; Mr. Pawley, $944,372; 204,104 DaimlerChrysler Ordinary Shares           
($21,510,485) and stock appreciation rights with respect to 298,657             
DaimlerChrysler Ordinary Shares. In addition, in the event that any of these    
executive officer's employment is terminated in a qualifying termination        
following the Chrysler Merger, such officer will also receive the following lump
sum severance payment; Mr. Eaton, $24,435,997; Mr. Lutz $0; Mr. Stallkamp,      
$5,487,445; Mr. Valade, $4,601,383; and Mr. Pawley, $3,946,166. Mr. Eaton will  
also receive an additional monthly pension benefit not in excess of $30,000 in  
the event that he completes three years of service following the Chrysler       
Merger. See "The Transactions--Interests of Certain Persons in the Chrysler     
Merger."                                                                        

   NON-CONSUMMATION OF TRANSACTIONS.  If the Transactions are not consummated,
Chrysler would continue to operate its businesses as it does currently, and     
would continue to focus on opportunities it considers appropriate to expand its 
activities outside of North America.                                            

THE DAIMLER-BENZ SPECIAL MEETING                                        

TIME, DATE AND PLACE.  The Daimler-Benz Special Meeting will be held at 
10:00 a.m., local time, on September 18, 1998, at the Hanns-Martin Schleyer     
Halle, Stuttgart, Germany.                                                      

PURPOSE OF THE DAIMLER-BENZ SPECIAL MEETING.  The purpose of the        
Daimler-Benz Special Meeting is to consider and vote upon the Daimler-Benz      
Business Combination Proposal.                                                  

QUORUM; REQUIRED VOTE; SHARES OUTSTANDING AND ENTITLED TO VOTE.  Only   
holders of Daimler-Benz Ordinary Shares, including Daimler-Benz Ordinary Shares 
represented by Daimler-Benz ADSs (the "Daimler-Benz Voting Shares"), on the date
of the Daimler-Benz Special Meeting will be entitled to vote at the Daimler-Benz
Special Meeting. There are no quorum requirements for the Daimler-Benz Special  
Meeting. Each holder of a Daimler-Benz Voting Share on the date of the          
Daimler-Benz Special Meeting is entitled to cast one vote for every such        
Daimler-Benz Voting Share held by such stockholder; PROVIDED holders of         
Daimler-Benz Ordinary Shares (including Daimler-Benz Ordinary Shares represented
by Daimler-Benz ADSs) comply with the requirements of the German Stock          
Corporation Law (AKTIENGESETZ) and the Daimler-Benz Memorandum and Articles of  
Association (SATZUNG) with respect to the deposit (HINTERLEGUNG) of such        
holders' Daimler-Benz Ordinary Shares in a blocked account and to the voting of 
such securities, and holders of Daimler-Benz ADSs comply with the requirements  
imposed by the Depositary for the Daimler-Benz ADSs, with respect to the deposit
of such holders' Daimler-Benz ADSs in a blocked account and to the voting of    
such securities. The affirmative vote of                                        

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the holders of 75% of the Daimler-Benz Voting Shares represented at the         
Daimler-Benz Special Meeting is required to approve and adopt the Daimler-Benz  
Business Combination Proposal (the "Daimler-Benz Stockholder Approval"). As of  
June 30, 1998 there were 569,340,329 Daimler-Benz Voting Shares outstanding.    
Holders of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs will receive a    
separate mailing with respect to the Daimler-Benz Special Meeting.              

RECOMMENDATIONS OF THE BOARD OF MANAGEMENT (VORSTAND).  The Daimler-Benz
Management Board and the Supervisory Board of Daimler-Benz (the "Daimler-Benz   
Supervisory Board") each have unanimously approved the Combination Agreement and
the transactions contemplated thereby. The Daimler-Benz Management Board        
unanimously recommends that the Daimler-Benz stockholders vote FOR approval and 
adoption of the Daimler-Benz Business Combination Proposal.                     

 For a discussion of the factors considered by the Daimler-Benz Management
Board in approving the Combination Agreement, see "Recommendations of the       
Daimler-Benz Management Board and Reasons for those Recommendations."           

OPINION OF FINANCIAL ADVISOR OF DAIMLER-BENZ.  On May 6, 1998, Goldman, 
Sachs & Co. oHG ("Goldman Sachs") delivered its oral opinion to the Daimler-Benz
Management Board and the Daimler-Benz Supervisory Board that, as of the date of 
such opinion, the Daimler-Benz Exchange Ratio (as defined in the opinion of     
Goldman Sachs attached hereto as Annex C) pursuant to the Combination Agreement 
is fair from a financial point of view to the holders of Daimler-Benz Ordinary  
Shares (including those Daimler-Benz Ordinary Shares represented by Daimler-Benz
ADSs). Goldman Sachs subsequently confirmed its earlier opinion by delivery of  
its written opinion, dated as of May 8, 1998.                                   

The full text of the written opinion of Goldman Sachs, which sets forth 
assumptions made, matters considered and limitations on the review undertaken in
connection with the opinion, is attached hereto as Annex C and is incorporated  
herein by reference. The opinion of Goldman Sachs referred to herein does not   
constitute a recommendation as to how any holder of Daimler-Benz Ordinary Shares
or Daimler-Benz ADSs should vote with respect to the Transactions or whether or 
not any holder of Daimler-Benz Ordinary Shares or Daimler-Benz ADSs should      
tender such securities in connection with the Transactions. Holders of Daimler- 
Benz Ordinary Shares or Daimler-Benz ADSs are urged to, and should, read such   
opinion in its entirety. The opinion and advice provided by Goldman Sachs is not
and should not be considered a value opinion (BEWERTUNG Z.B. IM RAHMEN EINER    
VERSCHMELZUNG) as usually rendered by qualified auditors based on the           
requirements of German law. See "The Transactions--Opinion of Financial Advisor 
of Daimler-Benz."                                                               

The Transactions                                                                

Set forth below is a brief description of certain of the provisions set 
forth in the Combination Agreement, including the Transactions. As a result of  
the Transactions, Chrysler will become a wholly owned subsidiary of             
DaimlerChrysler AG, and Daimler-Benz will be merged with and into               
DaimlerChrysler AG, with DaimlerChrysler AG remaining as the surviving entity.  
The former stockholders of Chrysler and of Daimler-Benz will own all of the     
issued and outstanding DaimlerChrysler Ordinary Shares. The Transactions will   
have the effect of combining the respective businesses, stockholder groups,     
managements and other constituencies of Chrysler and Daimler-Benz in a          
"merger-of-equals" transaction. DaimlerChrysler AG will commence the            
Daimler-Benz Exchange Offer promptly after receipt of the Daimler-Benz          
Stockholder Approval and the votes necessary to obtain Chrysler Stockholder     
Approval. Upon consummation of the Daimler-Benz Exchange Offer, the certificate 
of merger with respect to the Chrysler Merger will be filed with the Secretary  
of State of the State of Delaware causing the Chrysler Merger to become         
effective. The Daimler-Benz Merger will be effected as soon as possible         
following the consummation of the Chrysler Merger and will become effective in  
accordance with applicable law by registration of the Daimler-Benz Merger in the
commercial register (HANDELSREGISTER) for Daimler-Benz and DaimlerChrysler AG,  
which is located in Stuttgart, Germany. At some point following completion of   
the Transactions, it is expected that Chrysler will change its corporate name   
from "Chrysler Corporation" to "DaimlerChrysler Corporation."                   

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   The diagrams set forth below are intended to provide a graphic illustration
of the corporate mechanics and the immediate corporate structuring results of   
(1) the Daimler-Benz Exchange Offer and the Chrysler Merger and (2) the         
Daimler-Benz Merger.                                                            

[SCHEMATIC DIAGRAM OF THE DAIMLER-
BENZ EXCHANGE OFFER AND THE CHRYSLER MERGER APPEARS HERE] 

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[SCHEMATIC DIAGRAM OF THE DAIMLER-BENZ MERGER APPEARS HERE] 

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THE DAIMLER-BENZ EXCHANGE OFFER                                         

 GENERAL.  Pursuant to the Daimler-Benz Exchange Offer, DaimlerChrysler AG
will make an offer to (i) the holders of Daimler-Benz Ordinary Shares to        
exchange the number of DaimlerChrysler Ordinary Shares equal to the Daimler-Benz
Exchange Offer Ratio for each Daimler-Benz Ordinary Share held by such holder,  
and (ii) the holders of Daimler-Benz ADSs to exchange the number of             
DaimlerChrysler Ordinary Shares equal to the Daimler-Benz Exchange Offer Ratio  
for each Daimler-Benz ADS held by such holder. The Daimler-Benz Exchange Offer  
will be made in accordance with applicable law. See "The Combination            
Agreement--The Daimler-Benz Exchange Offer." Daimler-Benz stockholders who      
tender their Daimler-Benz securities in the Daimler-Benz Exchange Offer will not
be able to participate in a German valuation proceeding (SPRUCHVERFAHREN). See  
"The Transactions--German Valuation Proceeding."                                

 CONDITIONS TO THE DAIMLER-BENZ EXCHANGE OFFER.  The Daimler-Benz Exchange
Offer is subject to certain conditions including, among others, receipt of the  
Daimler-Benz Stockholder Approval and the Chrysler Stockholder Approval and that
at the expiration of the Daimler-Benz Exchange Offer there shall have been      
tendered and not withdrawn that number of Daimler-Benz Ordinary Shares and      
Daimler-Benz ADSs which in the aggregate represent at least 90% of the          
outstanding Daimler-Benz Ordinary Shares, including Daimler-Benz Ordinary Shares
represented by Daimler-Benz ADSs (the "Minimum Condition"); PROVIDED, HOWEVER,  
that if the number of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs        
tendered does not satisfy the Minimum Condition but exceeds 80% of the          
outstanding capital stock of Daimler-Benz on a fully diluted basis (the "80%    
Minimum"), the Minimum Condition shall mean the 80% Minimum. See "The           
Transactions--The Daimler-Benz Exchange Offer" and "The Combination             
Agreement--Conditions to Closing."                                              

DAIMLER-BENZ EXCHANGE OFFER EXPIRATION DATE.  The Daimler-Benz Exchange 
Offer will be scheduled to expire initially 30 days after commencement of the   
Daimler-Benz Exchange Offer and may be extended from time to time as described  
herein (such date, as it may be extended from time to time, the "Daimler-Benz   
Exchange Offer Expiration Date"). See "The Combination Agreement--The           
Daimler-Benz Exchange Offer."                                                   

THE CHRYSLER MERGER                                                     

GENERAL.  Pursuant to the Combination Agreement, Chrysler Merger Sub, a 
newly formed Delaware corporation, will be merged with and into Chrysler, with  
Chrysler continuing as the surviving corporation in the Chrysler Merger (the    
"U.S. Surviving Corporation").                                                  

 EFFECT ON CHRYSLER STOCKHOLDERS.  At the time the Chrysler Merger becomes
effective in accordance with applicable law (the "Chrysler Effective Time"),    
each share of Chrysler Common Stock issued and outstanding immediately prior to 
the Chrysler Effective Time (other than any shares held in treasury or by any   
wholly owned subsidiary of Chrysler, which will be cancelled) will be converted 
into the right to receive, upon surrender of the certificate formerly           
representing such share of Chrysler Common Stock, .6235 of a DaimlerChrysler    
Ordinary Share (the "U.S. Exchange Ratio"). See "The Combination Agreement--The 
Chrysler Merger." As soon as possible after the Chrysler Effective Time,        
DaimlerChrysler AG will issue the DaimlerChrysler Ordinary Shares to be issued  
in the Chrysler Merger to the U.S. Exchange Agent (as hereinafter defined) for  
the account of the former stockholders of Chrysler, and the U.S. Exchange Agent 
will contribute, for the account of the former stockholders of Chrysler, all of 
the issued and outstanding common stock of U.S. Surviving Corporation to        
DaimlerChrysler AG as a transfer in kind (the "U.S. Share Exchange" and,        
together with the Chrysler Merger, the "Chrysler Exchange").                    

U.S. EXCHANGE RATIO.  The U.S. Exchange Ratio has been determined in    
accordance with the exchange ratio formula (the "U.S. Exchange Ratio Formula")  
described under the heading "The Combination Agreement-- The Chrysler Merger."  

    EFFECT ON CHRYSLER STOCK PLANS.  Immediately prior to the Chrysler Effective
Time, each outstanding option to purchase or acquire a share of Chrysler Common 
Stock granted by Chrysler under a stock option plan will become exercisable and 
be deemed to be exercised (and such option will be extinguished) and will then  
be converted into a right to receive DaimlerChrysler Ordinary Shares in         
accordance with the appropriate formula described under the heading "The        
Combination Agreement--The Chrysler Merger--Treatment of Chrysler Stock         

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Plans." In addition, Chrysler has certain other stock-based compensation plans  
under which outstanding awards will vest at the Chrysler Effective Time. The    
Combination Agreement generally provides that awards under such plans will be   
settled in DaimlerChrysler Ordinary Shares. For a further description of the    
treatment of the awards under such stock-based compensation plans, see "The     
Combination Agreement--The Chrysler Merger--Treatment of Chrysler Stock Plans." 

   APPRAISAL RIGHTS.  Under the Delaware General Corporation Law (the "DGCL"),
the holders of Chrysler Common Stock will not have appraisal rights with respect
to the Chrysler Merger. See "The Transactions-- Appraisal Rights."              

THE DAIMLER-BENZ MERGER                                                         

  GENERAL.  As provided in the Combination Agreement, pursuant to the German
Merger Agreement (the "German Merger Agreement") to be entered into by          
DaimlerChrysler AG and Daimler-Benz, as soon as possible following the Chrysler 
Merger, the Daimler-Benz Merger will be effected in accordance with applicable  
law, and DaimlerChrysler AG shall continue as the surviving entity. The time the
Daimler-Benz Merger becomes effective is hereinafter referred to as the         
"Daimler-Benz Effective Time."                                                  

 EFFECT ON DAIMLER-BENZ STOCKHOLDERS.  At the Daimler-Benz Effective Time,
the stockholders of Daimler-Benz (other than DaimlerChrysler AG) will           
automatically become stockholders of DaimlerChrysler AG, and each Daimler-Benz  
Ordinary Share (other than those held by DaimlerChrysler AG or Daimler-Benz)    
will be converted into solely the right to receive that number of               
DaimlerChrysler Ordinary Shares equal to the Daimler-Benz Merger Exchange Offer 
Ratio in exchange for such Daimler-Benz Ordinary Share, and each Daimler-Benz   
ADS (other than those held by DaimlerChrysler AG or Daimler-Benz) will represent
solely the right to receive that number of DaimlerChrysler Ordinary Shares equal
to the Daimler-Benz Merger Exchange Ratio. The DaimlerChrysler Ordinary Shares  
to be issued in the Daimler-Benz Merger are referred to herein as the           
"Daimler-Benz Merger Consideration." See "The Combination Agreement--The        
Daimler-Benz Merger."                                                           

    EFFECT ON DAIMLER-BENZ STOCK PLANS.  At the Daimler-Benz Effective Time, all
outstanding convertible bonds, nominal value DM 1,000 each (the "Daimler-Benz   
Employee Stock Options"), will become stock options of DaimlerChrysler AG in    
accordance with Section 23 of the German Transformation Act (UMWANDLUNGSGESETZ) 
(or such other instruments as shall meet the requirements of Section 23 and     
shall be agreed to by Chrysler and Daimler-Benz), and from and after the        
Daimler-Benz Effective Time, shall be convertible into DaimlerChrysler Ordinary 
Shares in accordance with their terms; PROVIDED that the number of whole        
DaimlerChrysler Ordinary Shares subject to each such Daimler-Benz Employee Stock
Option shall equal the number of Daimler-Benz Ordinary Shares subject thereto   
multiplied by the Daimler-Benz Merger Exchange Ratio and the per share exercise 
price thereof shall be divided by the Daimler-Benz Exchange Ratio. For a further
description of the treatment of such options, see "The Combination              
Agreement--The Daimler-Benz Merger--Treatment of Daimler-Benz Stock Plans."     

  EFFECT ON HOLDERS OF DAIMLER-BENZ WARRANTS.  At the Daimler-Benz Effective
Time, all of the warrants issued by Daimler-Benz in connection with the 4 1/8%  
Deutsche Mark Bearer Notes of 1996/2003 issued by Daimler-Benz Capital          
(Luxembourg) AG (the "Warrants") which are convertible into newly issued        
Daimler-Benz Ordinary Shares will become Warrants of DaimlerChrysler AG in      
accordance with Section 23 of the German Transformation Act (UMWANDLUNGSGESETZ) 
and, from and after the Daimler-Benz Effective Time, all Warrants will entitle  
the holder thereof to purchase DaimlerChrysler Ordinary Shares in accordance    
with their terms. With respect to the Warrants which are exercisable for        
outstanding Daimler-Benz Ordinary Shares, DaimlerChrysler AG and Daimler-Benz   
will take all actions necessary to ensure that such Warrants will be exercisable
for, as of the Daimler-Benz Effective Time, DaimlerChrysler Ordinary Shares in  
accordance with their terms and Section 23 of the German Transformation Act     
(UMWANDLUNGSGESETZ).                                                            

EFFECT ON DAIMLER-BENZ SUBORDINATED MANDATORY CONVERTIBLE NOTES.  At the
Daimler-Benz Effective Time, the 5 3/4% Subordinated Mandatory Convertible Notes
due June 14, 2002 (the "Notes"), including Notes represented by American        
Depositary Notes ("ADNs") and DM Book Entry Securities ("DM BESs"), issued by   
Daimler-Benz will become Notes of DaimlerChrysler AG in accordance with Section 
23 of the German Transformation Act                                             

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(UMWANDLUNGSGESETZ) and, from and after the Daimler-Benz Effective Time, the    
Notes will be convertible into DaimlerChrysler Ordinary Shares (rather than     
Daimler-Benz Ordinary Shares) in accordance with their terms and Section 23 of  
the German Transformation Act (UMWANDLUNGSGESETZ).                              

GERMAN VALUATION PROCEEDING (SPRUCHVERFAHREN).  Under the German        
Transformation Act (UMWANDLUNGSGESETZ), any person who does not participate in  
the Daimler-Benz Exchange Offer and who retains Daimler-Benz Ordinary Shares,   
including those represented by Daimler-Benz ADSs, after the Daimler-Benz        
Exchange Offer and continues to hold such shares at the time of the Daimler-Benz
Merger (each such person, a "Remaining Stockholder") may bring a court valuation
proceeding (SPRUCHVERFAHREN) within two months after effective publication of   
the registration of the Daimler-Benz Merger. The purpose of such a proceeding   
would be for the court to determine the adequacy of the Daimler-Benz Merger     
Exchange Ratio.                                                                 

  If the court were to determine that the Daimler-Benz Merger Exchange Ratio
is too low, DaimlerChrysler AG would be required to make supplemental           
compensatory cash payments to all of the Remaining Stockholders. Such payments  
would be in addition to the Daimler-Benz Merger Consideration such holders had  
received as a result of the Daimler-Benz Merger. Daimler-Benz believes that the 
Daimler-Benz Merger Exchange Ratio has been properly determined and is fair to  
the holders of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs.              
DaimlerChrysler AG plans to defend vigorously against any such action. See "The 
Transactions--German Valuation Proceeding (SPRUCHVERFAHREN)."                   

GOVERNANCE OF DAIMLERCHRYSLER AG FOLLOWING THE CHRYSLER MERGER          

    Daimler-Benz, Chrysler and DaimlerChrysler AG have agreed that following the
Chrysler Effective Time, DaimlerChrysler AG shall have a corporate governance   
structure reflecting that the Transactions contemplate a "merger-of-equals." The
parties have agreed to recommend to their respective stockholders and           
organizational bodies the following:                                            

    (i) that the Articles of Association (SATZUNG) of DaimlerChrysler AG
and the Management Board (VORSTAND) Rules of Procedure                  
(GESCHAFTSORDNUNG) of DaimlerChrysler AG, in each case, following the   
Chrysler Effective Time, shall be in form and substance reasonably      
acceptable to Daimler-Benz and Chrysler. An English translation of the  
Articles of Association (SATZUNG) of DaimlerChrysler AG, as agreed to by
Daimler-Benz and Chrysler, is attached to this Proxy                    
Statement/Prospectus as Annex D.                                        

(ii) that until the Supervisory Board (AUFSICHTSRAT) of         
DaimlerChrysler AG (the "DaimlerChrysler Supervisory Board") has to be  
composed in accordance with Germany's Co-determination Law of 1976, the 
DaimlerChrysler Supervisory Board shall be composed of twelve members   
representing the stockholders, six of whom shall have been recommended, 
immediately prior to the Chrysler Effective Time, by Daimler-Benz from  
the then-current non-employee representative members                    
(ANTEILSEIGNERVERTRETER) of the Daimler-Benz Supervisory Board and six  
of whom shall have been recommended, immediately prior to the Chrysler  
Effective Time, by Chrysler from the then-current outside members of the
Chrysler Board. For the period thereafter, the DaimlerChrysler          
Supervisory Board shall consist of twenty members; five of the members  
of the restructured DaimlerChrysler Supervisory Board shall have been   
recommended by Daimler-Benz from non-employee representative members    
(ANTEILSEIGNERVERTRETER) of the Daimler-Benz Supervisory Board, five of 
the members shall have been recommended by Chrysler from the outside    
members of the Chrysler Board, and the remaining ten members shall be   
employee representatives. The German metalworkers union IG Metall and   
the United Automobile Workers union (the "UAW") have announced that IG  
Metall will nominate a UAW member for election to one of the three seats
on the DaimlerChrysler Supervisory Board reserved for nominees of IG    
Metall.                                                                 

(iii) that for a period of not less than two years following the
Chrysler Effective Time, the current Chairman of Daimler-Benz'          
Supervisory Board (AUFSICHTSRAT) shall continue as the Chairman of the  
DaimlerChrysler Supervisory Board.                                      

    (iv) that the Management Board (VORSTAND) of DaimlerChrysler AG (the
"DaimlerChrysler Management Board") shall initially consist of 18       
members. In general, 50% of such members shall be those designated by   
Chrysler, and 50% of such members shall be those designated by          
Daimler-Benz,                                                           

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and there will be two additional members with responsibility for        
Daimler-Benz' non-automotive businesses. For three years following the  
Effective Time, Jurgen E. Schrempp and Robert J. Eaton shall be the     
Co-CEOs and Co-Chairmen (VORSTANDSVORSITZENDE) of the DaimlerChrysler   
Management Board and members of the Office of the Chairmen of           
DaimlerChrysler AG. Mr. Eaton has indicated his intention to retire from
such position after three years. For a discussion of the proposed       
composition of the DaimlerChrysler Management Board, see "The           
Transactions--Composition of DaimlerChrysler Management Board and       
Integration Committee."                                                 

    Furthermore, the Combination Agreement provides that (a) the DaimlerChrysler
Management Board shall establish an Integration Committee with a consultative   
function which shall consist of the Co-Chairmen of the DaimlerChrysler          
Management Board, who shall also serve as Co-Chairmen of the Integration        
Committee, and 12 or more members (including such Co-Chairmen), 50% of whom     
shall be designated by Chrysler and 50% of whom shall be designated by          
Daimler-Benz; (b) following the Chrysler Effective Time, DaimlerChrysler AG     
shall maintain two operational headquarters, one located at the current         
headquarters of Daimler-Benz, and one located at the current headquarters of    
Chrysler; and (c) following the Chrysler Effective Time, English shall be the   
official language for the management of DaimlerChrysler AG.                     

  The Combination Agreement contains no provisions that would bar governance
changes after the Transactions have been consummated.                           

CONDITIONS TO THE TRANSACTIONS                                          

Consummation of the Transactions is subject to various conditions,      
including, among others, the following:                                         

   - the expiration or termination of any applicable waiting periods under the
      Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
     Act")(which waiting periods were terminated as of July 30, 1998); and the
    granting of approval of the transactions contemplated by the Combination
 Agreement by the Commission of the European Union (which approval was
granted on July 22, 1998);                                          

- receipt of the Chrysler Stockholder Approval and the Daimler-Benz     
Stockholder Approval;                                               

 - satisfaction of all the conditions (including the Minimum Condition) to
   the Daimler-Benz Exchange Offer (and, in the case of the obligations of
Chrysler to effect the Chrysler Merger, the consummation of the     
Daimler-Benz Exchange Offer);                                       

    - if the transactions are to be accounted for as a pooling-of-interests, the
   issuance by Chrysler of such number (estimated to be approximately 30.0
  million shares) of shares of Chrysler Common Stock as are necessary so
     that the Transactions can be accounted for as a pooling-of-interests (the
"Chrysler Stock Issuance"); and                                     

- the receipt of tax opinions from the respective tax counsel of        
    Daimler-Benz and Chrysler regarding certain United States federal income
and German tax consequences of the Transactions and the receipt by  
Chrysler of a private letter ruling from the IRS.                   

    Except for the Minimum Condition and the required regulatory and stockholder
approvals, the conditions to the Transactions may be waived by the party        
entitled to assert the condition. Waiver of the Minimum Condition would require 
the written consent of both Daimler-Benz and Chrysler. Neither Daimler-Benz nor 
Chrysler intends to waive the condition for receipt of the tax opinions and the 
private letter ruling from the IRS; Chrysler will not waive this condition      
without first recirculating revised proxy materials and resoliciting the vote of
its stockholders. See "The Transactions--Certain Tax Consequences--United States
Federal Income Tax Consequences of the Transactions."                           

TERMINATION OF THE COMBINATION AGREEMENT                                

The Combination Agreement may be terminated at any time prior to the    
Chrysler Effective Time by the mutual consent of Chrysler and Daimler-Benz and  
by either of them under certain specified circumstances, including the          
following:                                                                      

- if the Chrysler Merger and the Daimler-Benz Exchange Offer are not    
    consummated by January 31, 1999; PROVIDED that this termination right is
      not available to any party whose failure to perform any of its obligations
  under the Combination Agreement results in the failure of the Chrysler
     Merger, the U.S. Share Exchange and the Daimler-Benz Exchange Offer to be
consummated on or prior to such date; and                           

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     PROVIDED FURTHER that the Combination Agreement may be extended for up to
   30 days by either Daimler-Benz or Chrysler if the Daimler-Benz Exchange
    Offer or the Chrysler Merger shall not have been consummated as a direct
      result of Daimler-Benz or Chrysler having failed to receive all regulatory
approvals required to be obtained with respect thereto;             

- if the Chrysler Stockholder Approval or the Daimler-Benz Stockholder  
Approval is not obtained at the Chrysler Special Meeting or the     
Daimler-Benz Special Meeting, respectively; or                      

- if any judgment, order, decree, statute, law, ordinance, rule or      
regulation, entered, enacted, promulgated, enforced or issued by any
     governmental entity of competent jurisdiction or other legal restraint or
prohibition (a "Restraint") shall be in effect (i) preventing the   
     consummation of the Daimler-Benz Exchange Offer, the Chrysler Merger, the
      U.S. Share Exchange or the Daimler-Benz Merger, or (ii) which otherwise is
reasonably likely to have a material adverse effect on Chrysler or  
Daimler-Benz; PROVIDED that each of Chrysler, Daimler-Benz and      
     DaimlerChrysler AG shall have used its reasonable best efforts to prevent
     the entry of any such Restraint and to appeal as promptly as possible any
such Restraint that may be entered.                                 

   The Combination Agreement may also be terminated (i) by Daimler-Benz if (a)
Chrysler shall have breached or failed to perform in any material respect any of
its representations, warranties, covenants or other agreements contained in the 
Combination Agreement, which breach or failure to perform (1) would give rise to
the failure of certain conditions to Daimler-Benz' obligation to consummate the 
Transactions, and (2) is incapable of being cured by Chrysler or is not cured   
within 45 days after receipt of written notice thereof; or (b) prior to receipt 
of the Daimler-Benz Stockholder Approval, if Daimler-Benz receives a Superior   
Proposal (as hereinafter defined) and after receiving advice from outside       
counsel determines that its fiduciary duties may be breached if it fails to     
terminate the Combination Agreement; and (ii) by Chrysler if (a) Daimler-Benz or
DaimlerChrysler AG shall have breached or failed to perform in any material     
respect any of its representations, warranties, covenants or other agreements   
contained in the Combination Agreement, which breach or failure to perform (1)  
would give rise to the failure of certain conditions to Chrysler's obligation to
consummate the Transactions, and (2) is incapable of being cured by Daimler-Benz
or DaimlerChrysler AG or is not cured within 45 days after receipt of written   
notice thereof; or (b) prior to receipt of the Chrysler Stockholder Approval, if
Chrysler receives a Superior Proposal and after receiving advice from outside   
counsel, determines that its fiduciary duties may be breached if it fails to do 
so. See "The Combination Agreement--Termination."                               

STOCK EXCHANGE LISTING                                                  

   The DaimlerChrysler Ordinary Shares have been approved for listing, subject
to official notice of issuance, on the NYSE and will trade thereon under the    
symbol "DCX," and it is expected that the DaimlerChrysler Ordinary Shares will  
be approved for listing on the FSE. In addition, it is expected that            
DaimlerChrysler Ordinary Shares will be traded on the Chicago, Pacific,         
Philadelphia, London, Paris, Montreal, Toronto, Swiss, Vienna and Tokyo stock   
exchanges as well as all German stock exchanges. There is currently no public   
market for the DaimlerChrysler Ordinary Shares. However, because holders of     
Daimler-Benz Ordinary Shares and Daimler-Benz ADSs will have the right to       
exchange one Daimler-Benz Ordinary Share or one Daimler-Benz ADS for one        
DaimlerChrysler Ordinary Share (or 1.005 DaimlerChrysler Ordinary Shares, as the
case may be) pursuant to the Daimler-Benz Exchange Offer, Daimler-Benz expects  
that the market price of a DaimlerChrysler Ordinary Share received in the       
Chrysler Exchange or the Daimler-Benz Exchange Offer should be substantially    
equivalent to the market price of a Daimler-Benz Ordinary Share immediately     
prior to the consummation of the Daimler-Benz Exchange Offer. See "Market       
Prices" and "Risk Factors."                                                     

ANTICIPATED ACCOUNTING TREATMENT                                        

Each of Chrysler, Daimler-Benz and DaimlerChrysler AG intends that the  
Transactions will qualify as a "pooling-of-interests" under Opinion No. 16      
Business Combinations of the Accounting Principles Board ("APB No. 16") of the  
American Institute of Certified Public Accountants (a "pooling-of-interests").  
If, however, fewer than 90% of the outstanding Daimler-Benz Ordinary Shares and 
Daimler-Benz ADSs are tendered in the Daimler-Benz Exchange Offer, and the      
Minimum Condition is consequently changed to the 80% Minimum or if the Chrysler 
Stock Issuance is not consummated, the Transactions will be accounted for using 
the purchase                                                                    

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method of accounting rather than the pooling-of-interests method of accounting. 
See "Risk Factors" and "The Transactions--Anticipated Accounting Treatment."    

DIVIDENDS                                                               

 The Daimler-Benz Management Board and the Chrysler Board have determined,
and the prospective DaimlerChrysler Management Board has indicated its          
concurrence, that an appropriate dividend policy for DaimlerChrysler AG under   
current business and economic conditions would result in DaimlerChrysler AG     
paying approximately the same annual dividend amount currently paid to Chrysler 
stockholders (after giving effect to the change in share ownership resulting    
from the U.S. Exchange Ratio). The dividend would be paid annually after the    
DaimlerChrysler AG annual stockholders meeting, subject to stockholder approval.
There can be no assurance as to the actual level of dividends that will be paid 
in any year.                                                                    

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTIONS       

THE CHRYSLER EXCHANGE.  The obligation of Chrysler to consummate the    
Chrysler Exchange is conditioned upon the receipt by Chrysler from Debevoise &  
Plimpton of an opinion, based in part on a private letter ruling from the IRS   
addressing certain issues under Section 367(a)(1) of the Code, substantially to 
the effect that for United States federal income tax purposes, the Chrysler     
Exchange should be treated as a non-recognition transfer of Chrysler Common     
Stock by the holders thereof in exchange for DaimlerChrysler Ordinary Shares.   
The Chrysler Exchange also is conditioned upon the receipt by Chrysler of the   
IRS private letter ruling described in the preceding sentence. Assuming the     
Chrysler Exchange is treated as a non-recognition transfer of Chrysler Common   
Stock by the holders thereof in exchange for DaimlerChrysler Ordinary Shares, no
gain or loss will be recognized for United States federal income tax purposes by
U.S. Holders (as hereinafter defined) who exchange their Chrysler Common Stock  
for DaimlerChrysler Ordinary Shares pursuant to the Chrysler Exchange.          

THE DAIMLER-BENZ EXCHANGE OFFER.  The obligation of Daimler-Benz to     
consummate the Daimler-Benz Exchange Offer is conditioned upon the receipt by   
Daimler-Benz from Skadden, Arps, Slate, Meagher & Flom LLP of an opinion        
substantially to the effect that for United States federal income tax purposes, 
the Daimler-Benz Exchange Offer should be treated as a non-recognition transfer 
of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs by the holders thereof in 
exchange for DaimlerChrysler Ordinary Shares. Assuming the Daimler-Benz Exchange
Offer is so treated, no gain or loss will be recognized for United States       
federal income tax purposes by U.S. Holders who exchange their Daimler-Benz     
Ordinary Shares or Daimler-Benz ADSs for DaimlerChrysler Ordinary Shares        
pursuant to the Daimler-Benz Exchange Offer.                                    

   THE DAIMLER-BENZ MERGER.  The United States federal income tax treatment of
the Daimler-Benz Merger depends on whether the Daimler-Benz Merger is integrated
with the Daimler-Benz Exchange Offer for United States federal income tax       
purposes. If the Daimler-Benz Merger and the Daimler-Benz Exchange Offer are so 
integrated, no gain or loss should be recognized for United States federal      
income tax purposes by U.S. Holders who exchange their Daimler-Benz Ordinary    
Shares or Daimler-Benz ADSs for DaimlerChrysler Ordinary Shares pursuant to the 
Daimler-Benz Merger. If the Daimler-Benz Merger is not so integrated with the   
Daimler-Benz Exchange Offer, a U.S. Holder who exchanges Daimler-Benz Ordinary  
Shares or Daimler-Benz ADSs for DaimlerChrysler Ordinary Shares pursuant to the 
Daimler-Benz Merger will recognize gain or loss for United States federal income
tax purposes equal to the difference between the aggregate fair market value of 
the DaimlerChrysler Ordinary Shares received and the aggregate tax basis of the 
Daimler-Benz Ordinary Shares or Daimler-Benz ADSs surrendered in exchange       
therefor.                                                                       

Chrysler and Daimler-Benz stockholders are urged to consult their own tax       
advisors with respect to the tax consequences to them of the Transactions and of
holding DaimlerChrysler Ordinary Shares. For a more detailed discussion of the  
tax consequences of the Transactions and of holding DaimlerChrysler Ordinary    
Shares, see "The Transactions--Certain Tax Consequences."                       

GOVERNMENTAL AND REGULATORY MATTERS                                     

The consummation of the Transactions requires, among other things, the  
expiration or termination of the applicable waiting periods under the HSR Act   
(which periods were terminated as of July 30, 1998) and the approval or deemed  
approval of the Transactions by the Commission of the European Union under      
regulation                                                                      

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(EEC) No. 4064/89 of the Council of the European Union (which approval was      
granted on July 22, 1998). See "The Transactions--Regulatory Approvals."        

CERTAIN LITIGATION                                                      

    On May 7 and 8, 1998, two purported class actions were filed in the Court of
Chancery of the State of Delaware, New Castle County, naming Chrysler and its   
directors as defendants. The plaintiffs in such actions allege that Chrysler and
its directors breached their fiduciary duties to stockholders by failing to     
obtain the best price for the shares of Chrysler Common Stock in the Chrysler   
Merger. The complaints seek injunctive relief or, alternatively, monetary       
damages. Chrysler intends to defend against such allegations vigorously, if and 
when it is served with these actions. See "The Transactions--Certain            
Litigation."                                                                    

Recent Developments                                                             

CHRYSLER'S RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 1998               

Chrysler's revenues for the first six months of 1998 were $33.8 billion 
compared with $30.5 billion for the first six months of 1997. For the first six 
months of 1998, Chrysler reported earnings before income taxes of $3,274        
million, compared with $2,515 million for the first six months of 1997. Net     
earnings for the first six months of 1998 were $2,055 million compared with     
$1,512 million for the first six months of 1997.                                

  Earnings for the first six months of 1998 compared to the first six months
of 1997 reflect an increase in vehicle shipments, improved product mix and      
decreased warranty costs, partially offset by an increase in average sales      
incentives and higher profit-based employee compensation. The increase in       
average sales incentives per vehicle was attributable to an increasingly        
competitive market environment. The decrease in warranty costs was primarily    
related to several voluntary customer service actions and recalls initiated in  
the first six months of 1997.                                                   

   Earnings for the first six months of 1997 included an estimated unfavorable
impact of approximately $730 million ($438 million after taxes) related to a    
29-day strike at an engine plant in Detroit, Michigan. The full-year estimated  
impact of the strike was $590 million ($364 million after taxes) after taking   
into account the effect of a partial recovery of production losses that occurred
during the remainder of 1997.                                                   

For the first six months of 1998, Chrysler Financial Corporation ("CFC")
reported earnings before income taxes of $338 million compared with $297 million
for the first six months of 1997. CFC's net earnings for the first six months of
1998 were $228 million compared with $196 million for the first six months of   
1997. The increase in net earnings primarily reflects higher gains and servicing
fees from sales of finance receivables.                                         

   Chrysler's worldwide vehicle shipments in the first six months of 1998 were
1,675,089 units compared with 1,519,692 units in the first six months of 1997.  
The increase in worldwide shipments primarily reflects the unfavorable impact of
a 29-day strike in 1997 and shipments of Chrysler's all-new Dodge Durango in    
1998. Chrysler's vehicle shipments outside of the U.S., Canada and Mexico in the
first six months of 1998 were 107,691 units compared with 125,160 units in the  
first six months of 1997. The decrease in shipments outside of the U.S., Canada 
and Mexico is primarily caused by continued economic difficulties in Asian      
markets. Chrysler's worldwide vehicle production in the first six months of 1998
was 1,613,751 units, an increase of 146,000 units or 10%, as compared with the  
first six months of 1997.                                                       

DAIMLER-BENZ' RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 1998            

    Daimler-Benz revenues for the first six months of 1998 were DM 67.7 billion,
a 21.1% increase from the DM 55.9 billion of revenues achieved in the same      
period of 1997. Revenues of Daimler-Benz' Passenger Car division rose 22.7% to  
DM 30.6 billion compared to DM 25.0 billion in the first half of 1997, while    
revenues of Daimler-Benz' Commercial Vehicle division increased 21.5% from DM   
17.8 billion to DM 21.7 billion. Daimler-Benz' Aerospace segment revenues in the
first half of 1998 were DM 7.6 billion and exceeded revenues for the comparable 
period in 1997 (DM 6.7 billion) by 13.2%. Revenues in Daimler-Benz' Services    
segment improved by 21.7% and revenues of Directly Managed Business segment     
decreased 6.0%. Excluding the 1997 revenues of the semiconductor business of    
Daimler-Benz sold in the first half of 1998, revenues of the Directly Managed   
Business segment increased 19.2%.                                               

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Cost of sales and selling, administrative and other expenses, in the    
aggregate, decreased as a percentage of revenues from 93.8% to 92.1%.           

In the first half of 1998 Daimler-Benz had an operating profit of DM 3.8
billion compared to DM 1.8 billion in the first six months of 1997. The business
segment contributions to Daimler-Benz' operating profit in the first half of    
1998 were as follows: Passenger Car division, DM 2.1 billion (first half of     
1997: DM 1.5 billion); Commercial Vehicle division, DM 0.9 billion (first half  
of 1997: break even); Aerospace, DM 0.3 billion (first half of 1997: DM 0.1     
billion); Services, DM 0.4 billion (first half of 1997: DM 0.2 billion); and the
Directly Managed Businesses, DM 0.2 billion (first half of 1997: DM 0.1         
billion).                                                                       

Net income of Daimler-Benz for the first six months of 1998 was DM 2.0  
billion, compared to DM 1.0 billion for the same period in 1997.                

   Worldwide unit sales of the Daimler-Benz' Passenger Car division during the
time period from January 1 to June 30, 1998 were 427.7 thousand, an increase of 
27.4% compared to the first six months of 1997 (335.8 thousand cars). Unit sales
for the Commercial Vehicle division rose 19.2% from 192.0 thousand units to     
228.9 thousand units. In the first six months of 1998, the Passenger Car        
division produced 433.1 thousand automobiles, 28.7% more than during the same   
period of the previous year, while production of commercial vehicles increased  
21.3% from 202.0 thousand to 245.0 thousand vehicles.                           

  Incoming orders at Daimler-Benz Aerospace for the first six months of 1998
were DM 13.4 billion compared to DM 6.5 billion in the first six months of 1997.

SPECIAL DISTRIBUTION AND RIGHTS OFFERING                                

On June 15, 1998, Daimler-Benz paid a special distribution (the "Special
Distribution") of DM 20 (DM 19.63 after adjustment to reflect the approximately 
20% discount to market value at which the Daimler-Benz Ordinary Shares and      
Daimler-Benz ADSs were sold in the Rights Offering (as hereinafter defined)) per
Daimler-Benz Ordinary Share/ADS (approximately DM 10.3 billion in the           
aggregate). The source of funds for the Special Distribution was Daimler-Benz'  
retained earnings, including DM 2.9 billion attributable to a German tax refund 
resulting from a 20% differential in the tax rates to which Daimler-Benz is     
entitled by reason of the Special Distribution (I.E., the difference between the
50% German tax rate (TARIFBELASTUNG) paid in prior years on retained corporate  
earnings to be distributed and the current 30% tax rate (AUSSCHUTTUNGSBELASTUNG)
on distributed earnings).(1)                                                    

On June 8, 1998, Daimler-Benz issued to holders of Daimler-Benz Ordinary
Shares, Daimler-Benz ADSs and Daimler-Benz Notes rights ("Rights") to acquire up
to an aggregate of 52,379,675 newly issued Daimler-Benz Ordinary Shares. The    
total offering (the "Rights Offering") consisted of 52,379,675 Daimler-Benz     
Ordinary Shares (including Daimler-Benz Ordinary Shares represented by          
Daimler-Benz ADSs issued in respect of Daimler-Benz Ordinary Shares).           
Daimler-Benz raised approximately DM 7.5 billion ($4.2 billion), net of         
expenses, from the Rights Offering. The purpose of the Rights Offering was to   
raise the funds necessary to restore to Daimler-Benz' paid-in capital the amount
of the reduction in retained earnings created by the Special Distribution. The  
U.S. Exchange Ratio takes into account the effects of the Rights Offering and   
the Special Distribution. See "The Combination Agreement--The Chrysler Merger." 

Introduction of the Single European Currency                                    

 On January 1, 1999, eleven member states of the European Union - Austria,
Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands, 
Portugal and Spain - will introduce the Euro as a common legal currency among   
those states for "paperless" transactions, pending the substitution of Euro     

--------------------------                                                      
(1)   The German system of taxation of domestic corporate earnings provides for 
two different levels of taxation: 45% (50% prior to January 1, 1994) on 
retained earnings (TARIFBELASTUNG) and 30% on earnings distributed to   
   stockholders (AUSSCHUTTUNGSBELASTUNG). When the earnings are distributed to
    stockholders, the corporation's tax burden is reduced to 30%, resulting in a
tax refund to the corporation. The German tax law further provides that 
    corporate earnings for years prior to 1994 that were originally taxed at 50%
   and that are not distributed prior to January 1, 1999 will be combined with
post-1993 earnings that were originally taxed at 45%. In this event, the
 amount of the tax refund would decrease from 20% to 15%. In order for the
corporation to receive the same tax refund, a substantially larger      
distribution would be required. A significant portion of Daimler-Benz'  
 undistributed earnings at December 31, 1997 related to earnings generated
prior to 1994 that were taxed at the 50% rate. If such earnings were not
distributed prior to the end of 1998, they would be combined with       
Daimler-Benz' post-1993 earnings that were taxed at the 45% rate. In an 
effort to maximize the tax refund, in early 1998, the Daimler-Benz      
    Management Board and the Daimler-Benz Supervisory Board jointly proposed the
Special Distribution at the Annual General Meeting.                     

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banknotes and coins for the national currencies of the participating member     
states. As of that date, fixed exchange rates will be introduced, according to  
which funds denominated in the currency of one participating member state will  
be converted into the currency of another participating member state. It is     
anticipated that by July 1, 2002, the Euro will be the official legal tender for
the participating member states and that the national currencies of those member
states will be withdrawn from circulation.                                      

 Daimler-Benz has committed to adopting the Euro as its corporate currency
throughout its operations beginning January 1, 1999. Recognizing its significant
manufacturing and transactional activity within Europe, Daimler-Benz believes   
that it will realize significant long-term benefits from adoption of the Euro by
capitalizing on the greater transparency and market efficiency resulting from   
the institution of a single European currency. Daimler-Benz believes that its   
revenue and cost results with respect to products which it manufactures,        
exports, markets and sells in the eleven participating member states will be    
exchange rate neutral, and therefore the introduction of the Euro is likely to  
enhance the overall operating results of the Daimler-Benz group to some degree. 
As sales and production costs will both be calculated in Euros, it will also be 
easier for Daimler-Benz to monitor its price competitiveness relative to its    
competitors in the participating member states. In addition, the introduction of
the Euro should, over varying periods of time, produce the following effects:   

     BUSINESS AND COMPETITIVE IMPLICATIONS.  Daimler-Benz is reviewing the
   various ways in which the introduction of the Euro will affect its business
  and competitive position. It is expected that the introduction of the Euro
   will result in greater market efficiency and will foster a more competitive
   economic environment within and among the participating member states. This
   is largely a function of the fact that the pricing of products and services
   will be more transparent through the use of a single common currency within
the participating member states. Daimler-Benz believes there will be    
significant opportunities as a result of these potential developments of
 which it plans to take advantage by, for example, enhancing its marketing
  strategies and reducing production costs. Costs of funds may be relatively
   lower due to increased competition among financial intermediaries resulting
in downward pressure on fees and other transaction costs due to the     
    elimination of, for example, currency exchange and hedging activities due to
 the introduction of the Euro. There can be no assurance, however, whether
 and to what extent the introduction of the Euro will affect the business,
financial condition and results of operations of DaimlerChrysler AG, or 
whether it will be able to realize any strategic or operational benefits
from the introduction of the Euro.                                      

        SYSTEMS ANALYSIS.  The introduction of the Euro will necessitate changes
   in information technology and other systems in order to accommodate the use
of the Euro in corporate transactions and in financial reporting.       
  Daimler-Benz is also currently preparing all of its internal processes and
    systems for the transition to the Euro and expects to spend approximately DM
200 million in completing this project. Daimler-Benz will continue to   
monitor closely this modification process and to identify and address   
   additional information technology issues as they arise during this process.

  CURRENCY AND FOREIGN EXCHANGE EXPOSURE.  The introduction of fixed
exchange rates among the participating member states and the ultimate   
transition to the Euro will eliminate the need for currency exchange    
transactions in the national currencies of these states, resulting in   
   transaction cost savings to companies, such as Daimler-Benz, based in those
states. In addition, interest rate differences between the participating
member states will also disappear, eliminating the basis for hedging and
  other derivative transactions with respect to such national currencies and
thereby creating further opportunities for transaction cost savings. The
substitution of the Euro for existing national currencies in the        
participating member states will also trigger the need to modify many   
 financial instruments, including derivatives. These instruments will most
likely be replaced by instruments denominated in Euros or subject to    
exchange rates or interest rates based on the Euro. Financial innovation
   with respect to these new Euro-based financial instruments could expand the
range of financial options for companies such as Daimler-Benz, and may  
    enable such companies to raise funds on more advantageous terms. Additional,
 positive effects are expected to stem from the elimination of speculative
runs on member state currencies as a result of the introduction of fixed
exchange rates, as well as an expanded source of liquidity for the      

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companies resulting from the replacement of the separate markets of the 
    individual member states with a new "Euro-zone" comprised of the entire area
   of the participating member states. To the extent that Daimler-Benz engages
in significant hedging and other investment transactions in the national
  currencies of the participating member states, it expects that its foreign
   exchange rate exposure will be significantly reduced once the Euro has been
introduced. Moreover, Daimler-Benz believes that DaimlerChrysler AG will
  realize considerable annual savings due to reduced transaction and foreign
    currency hedging costs. There can be no assurance, however, when and to what
 degree DaimlerChrysler AG will ultimately realize these benefits from the
introduction of the Euro.                                               

    Daimler-Benz intends to continue exploring various strategic and operational
measures with respect to the introduction of the Euro with a view to enhancing  
its overall financial position, operating results and market position. These    
strategic and operational options will be shaped to some extent by both European
and national rules and regulations regarding the particular measures required to
complete the transition to the Euro as the legal currency of the participating  
member states.                                                                  

Risk Factors                                                                    

In considering an investment in the DaimlerChrysler Ordinary Shares,    
investors should carefully review and consider the following: the value of the  
consideration to be received by holders of Chrysler Common Stock is subject to  
fluctuation; consummation of the Transactions is conditioned upon the receipt of
certain governmental approvals; risks relating to the integration of the        
companies; and risks relating to the valuation proceeding available under German
law (SPRUCHVERFAHREN). See "Risk Factors."                                      

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RISK FACTORS

  PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS
AS WELL AS THE OTHER INFORMATION CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS IN
EVALUATING AN INVESTMENT IN THE DAIMLERCHRYSLER ORDINARY SHARES.                

Fixed Exchange Ratio                                                            

Because the U.S. Exchange Ratio is a fixed exchange ratio, determined   
pursuant to the formula contained in the Combination Agreement, the number of   
DaimlerChrysler Ordinary Shares that will be received by Chrysler stockholders  
in the Chrysler Merger will not increase if there is a decline in the market    
price of Daimler-Benz Ordinary Shares between the signing of the Combination    
Agreement and the closing of the Chrysler Merger. On the other hand, the number 
of DaimlerChrysler Ordinary Shares that will be received by Chrysler            
stockholders in the Chrysler Merger will not be reduced if there is an increase 
in the market price of Daimler-Benz Ordinary Shares between the signing of the  
Combination Agreement and the closing of the Chrysler Merger. Daimler-Benz      
Ordinary Shares will be exchanged for DaimlerChrysler Ordinary Shares on a      
one-for-one basis (or a 1.005-for-1.000 basis, under the circumstances described
under "The Combination Agreement--The Daimler-Benz Exchange Offer").            

Government Approvals                                                            

The consummation of the Transactions is conditioned upon, among other   
things, (i) the termination or expiration of any applicable waiting periods     
under the HSR Act (which were terminated as of July 30, 1998) and (ii) the      
approval or deemed approval of the Commission of the European Union (which      
approval was granted on July 22, 1998). In addition, the antitrust and          
competition laws of certain other non-U.S. jurisdictions require (or in some    
instances, provide for on a voluntary basis) notification of certain            
transactions and the observance of pre-consummation waiting periods. Chrysler   
and Daimler-Benz are seeking to obtain all required regulatory approvals prior  
to the Chrysler Special Meeting and the Daimler-Benz Special Meeting; however,  
there can be no assurance that all required government approvals will be        
obtained without conditions that may require operating restrictions or          
divestitures of business operations. See "The Transactions--Regulatory          
Approvals."                                                                     

Uncertainties of Integrating Business Operations and Achieving Synergies        

Although the managements of Chrysler and of Daimler-Benz expect the     
Transactions will produce substantial synergies, the integration of two large   
companies, incorporated in different countries, with geographically dispersed   
operations, and with different business cultures and compensation structures,   
presents significant management challenges. There can be no assurance that this 
integration, and the synergies expected to result from that integration, will be
achieved as rapidly or to the extent currently anticipated.                     

Industry and Market Factors Affecting DaimlerChrysler AG                        

 DaimlerChrysler AG will be affected by a variety of social, political and
economic factors, developments and conditions in the United States, Germany and 
the European Union, and by economic and competitive conditions affecting the    
industries and markets in which it operates. Examples of these factors,         
developments and conditions include, among other things:                        

- The worldwide automotive industry is highly competitive in several    
  specific respects, including vehicle quality, pricing, development and
      introduction time, reliability, safety, fuel economy, customer service and
 financing terms. The influence of these factors may differ in various
geographical markets and often with respect to individual product   
   segments. Moreover, during cyclical economic downturns, overcapacity in
     the industry is a particular risk. While DaimlerChrysler AG believes that
    it will have the financial and human resources and products necessary to
      compete successfully, there can be no assurance that it will be successful
in all geographic markets or in all product segments.               

- The marketability of DaimlerChrysler AG's automotive products and the 
    profitability of its automotive businesses will to some degree depend on
the ability of DaimlerChrysler AG to comply on an ongoing basis with
government regulations applicable to its products. Regulations and  
     standards relating to emission controls, fuel economy, safety and recalls
are applicable to new motor vehicles, engines and                   

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    equipment manufactured for sale in the United States, Canada, Europe and
 elsewhere. Because a large portion of DaimlerChrysler AG's automotive
  products will be sold in the United States, DaimlerChrysler AG will be
    particularly affected by regulations and standards in the United States.
     At the present time, these regulations and standards include the National
     Traffic and Motor Vehicle Safety Act of 1966, the Clean Air Act, Titles I
     and V of the Motor Vehicle Information and Cost Savings Act and the Noise
Control Act of 1972.                                                

 - Incoming orders in the civil aircraft industry are highly cyclical as a
result of the industry's dependency on the development of global air
traffic and the profitability and fleet renewal cycles of airlines  
    worldwide. The future success of Airbus Industrie, in which Daimler-Benz
Aerospace is the German participant, will depend on its ability to  
      continue to compete successfully in terms of price and product quality and
      innovation with Boeing as the largest manufacturer of civil aircraft after
its merger with McDonnell Douglas.                                  

- As a consequence of the global nature of the combined businesses of   
   Chrysler and Daimler-Benz, DaimlerChrysler AG will be exposed to market
    risks from changes in interest rates and foreign currency exchange rates
which may adversely affect its results of operations and financial  
 condition. DaimlerChrysler AG's currency risk exposure will primarily
     affect DaimlerChrysler AG's automotive businesses to the extent sales are
   denominated in currencies other than those in which manufacturing costs
are incurred. Similarly, revenues generated by DaimlerChrysler AG's 
 Aerospace business through the sale of aircraft, aircraft engines and
certain other aerospace related products will continue to be mainly 
      denominated in dollars due to the requirements of the marketplace, but the
     products are manufactured exclusively in Germany. DaimlerChrysler AG will
seek to minimize the risks from interest rate and foreign currency  
  exchange rate fluctuations through its regular operating and financing
  activities and, when deemed appropriate, through the use of derivative
      financial instruments. DaimlerChrysler AG does not expect to use financial
     instruments for trading or other speculative purposes. DaimlerChrysler AG
     expects that its foreign exchange rate exposure will be somewhat lower as
a result of the introduction of a single European currency in 1999. 

    - DaimlerChrysler AG, a German stock corporation with a large portion of its
operations and manufacturing activities located in Germany, will be 
 affected by all social, political and economic conditions in Germany.
     Labor costs, corporate taxes and employee benefit expenses in Germany are
     high and weekly working hours are shorter compared to many other European
Union member states, the United States and Japan.                   

- By virtue of its significant operations outside Germany and the United
States, DaimlerChrysler AG will be subject to the risks normally    
associated with cross-border business transactions and activities,  
    principally those relating to delayed payments from customers in certain
    countries or difficulties in the collection of receivables generally. In
  addition, DaimlerChrysler AG will be exposed to the risk of changes in
social, political and economic conditions in the countries where it 
   engages in business, particularly in portions of Asia and Latin America
     and in Eastern Europe. Political and economic instability could adversely
   affect DaimlerChrysler AG's business activities and operations in these
     regions. Unexpected changes in regulatory requirements, tariffs and other
    trade barriers and price or exchange controls could limit operations and
    make the repatriation of profits difficult. In addition, the uncertainty
of the legal environment could limit DaimlerChrysler AG's ability to
enforce effectively its rights in certain markets.                  

See the discussion under the heading "Operating Environment" in "Item 1.
Description of Business" and the discussion in "Item 9A. Quantitative and       
Qualitative Disclosure About Market Risk" in Daimler-Benz' 1997 Annual Report on
Form 20-F, and the discussion under the heading "Automotive                     
Operations--Government Regulation" and the discussion in Part II of "Item 7.    
Management's Discussion and Analysis of Financial Condition and Results of      
Operations" in Chrysler's Annual Report on Form 10-K, both of which are         
incorporated herein by reference.                                               

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German Valuation Proceeding (SPRUCHVERFAHREN)                                   

Under the German Transformation Act (UMWANDLUNGSGESETZ), any Remaining  
Stockholder (which does not include any Daimler-Benz stockholder who tenders his
shares in the Daimler-Benz Exchange Offer), who continues to hold Daimler-Benz  
Ordinary Shares, including those represented by Daimler-Benz ADSs, may, within  
two months following effective publication of the registration of the           
Daimler-Benz Merger, bring a court valuation proceeding (SPRUCHVERFAHREN)       
seeking a determination that the Daimler-Benz Merger Exchange Ratio is          
inadequate, even if such stockholder acquired Daimler-Benz Ordinary Shares or   
Daimler-Benz ADSs after the date of the Daimler-Benz Special Meeting or if such 
stockholder voted in favor of the Daimler-Benz Merger. Should such an award be  
made, all Remaining Stockholders, not just holders who voted against the        
Daimler-Benz Merger or who brought such a proceeding, would be entitled to a    
supplementary cash payment, without having to surrender the DaimlerChrysler     
securities received by them in the Daimler-Benz Merger. Regardless of the       
outcome of the proceeding, DaimlerChrysler AG would bear the cost of the        
proceeding unless the court determined that it would be inequitable for         
DaimlerChrysler AG to do so. Daimler-Benz stockholders who tender their         
Daimler-Benz securities in the Daimler-Benz Exchange Offer will not be able to  
participate in a German valuation proceeding (SPRUCHVERFAHREN). See "The        
Transactions--German Valuation Proceeding (SPRUCHVERFAHREN)."                   

Uncertainty of Accounting Treatment of Transactions                             

 As set forth in "Transactions--Anticipated Accounting Treatment," whether
the Transactions will be accounted for using the pooling-of-interests method of 
accounting or the purchase method of accounting depends upon the satisfaction of
several conditions. Under the purchase method of accounting, DaimlerChrysler AG 
would record as goodwill the difference between the cost of acquiring Chrysler  
and the fair values of the tangible and identifiable intangible assets acquired 
less the liabilities assumed. Accounting for the Transactions using the purchase
method of accounting would also result in higher asset values that would require
higher depreciation or amortization expenses which would reduce the net income  
of DaimlerChrysler AG. On a pro forma basis, assuming the Transactions were     
completed as of January 1, 1997, application of the purchase method of          
accounting to the Transactions rather than the pooling-of-interests method of   
accounting would have reduced DaimlerChrysler AG pro forma net income for the   
year ended December 31, 1997 and the six months ended June 30, 1998 by DM 865   
million ($480 million) and DM 428 million ($237 million), respectively, assuming
depreciation or amortization of the unallocated excess purchase price over 40   
years. If the unallocated excess purchase price were depreciated or amortized   
over a weighted average period of 30 years (rather than 40 years)               
DaimlerChrysler AG pro forma net income for the year ended December 31, 1997 and
the six months ended June 30, 1998 would have been reduced by an additional DM  
458 million ($254 million) and DM 229 million ($127 million), respectively, and 
if the unallocated excess purchase price were depreciated or amortized over a   
weighted average period of 25 years (rather than 40 years) DaimlerChrysler AG   
pro forma net income for the year ended December 31, 1997 and the six months    
ended June 30, 1998 would have been reduced by yet another DM 366 million ($203 
million) and DM 183 million ($101 million), respectively. If the Transactions   
are to be accounted for under the purchase method of accounting, the actual     
allocation of the purchase price and the resulting effect on net income may     
differ significantly from the pro forma amounts disclosed under "Unaudited Pro  
Forma Combined Financial Information--Purchase Accounting."                     

Effect of Delay of Daimler-Benz Merger                                          

If, following consummation of the Daimler-Benz Exchange Offer, the      
Daimler-Benz Merger is delayed for any reason (including a delay by the         
commercial register (HANDELSREGISTER) to register the Daimler-Benz Merger), the 
holders of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs who have not      
participated in the Daimler-Benz Exchange Offer will continue to hold           
Daimler-Benz securities. There can be no assurance that, during the period of   
any such delay, an active trading market will continue to exist for these       
securities or that such securities will continue to be listed on the exchanges  
on which they are now listed. In addition, it is anticipated that the level of  
dividends that will be paid in the future on DaimlerChrysler Ordinary Shares    
will be higher than those historically paid on Daimler-Benz Ordinary Shares. It 
is the current intention of Daimler-                                            

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Benz to cause the Daimler-Benz ADSs to be delisted from the NYSE and for the    
Daimler-Benz Ordinary Shares and Daimler-Benz ADSs to be deregistered under the 
Exchange Act.                                                                   

Inclusion of DaimlerChysler AG in the S&P 500 Index                             

  Mutual funds that track stock indices, such as the S&P 500 stock index, do
so by holding shares in the companies represented in those indices. The S&P 500 
tracks the performance of 500 stocks considered representative of the U.S.      
economy generally. The S&P 500 includes shares of only a few companies          
incorporated outside the U.S. Representatives of Daimler-Benz and Chrysler have 
made a presentation to the index committee of the S&P 500 explaining the reasons
why they believe DaimlerChrysler Ordinary Shares should be included in the S&P  
500 stock index. A decision on inclusion is not likely until October 1998. If   
the DaimlerChrysler Ordinary Shares were not included in the S&P 500, mutual    
funds currently holding a substantial number of shares of Chrysler Common Stock 
would be required to sell such shares (or the DaimlerChrysler Ordinary Shares   
they receive in the Chrysler Merger). Such sales could adversely affect the     
market price for DaimlerChrysler Ordinary Shares.                               

Year 2000                                                                       

    Each of Daimler-Benz and Chrysler has conducted an evaluation of the actions
necessary in order to ensure that its computer systems (and, therefore, those of
DaimlerChrysler AG) will be able to function without disruption with respect to 
the application of dating systems in the Year 2000. As a result of these        
evaluations, each of Daimler-Benz and Chrysler is engaged in the process of     
upgrading and replacing certain of its information and other computer systems so
as to be able to operate without disruption due to Year 2000 issues. Chrysler's 
remedial actions are scheduled to be completed during the second quarter of 1999
and, based upon information currently available, Chrysler does not anticipate   
that the costs of its remedial actions will be material to DaimlerChrysler AG's 
results of operations or financial condition. Daimler-Benz' remedial actions are
scheduled to be completed during the second quarter of 1999 and, based upon     
information currently available, Daimler-Benz does not anticipate that the costs
of its remedial actions will be material to DaimlerChrysler AG's results of     
operations or financial condition. However, there can be no assurance that the  
remedial actions being implemented by Daimler-Benz and Chrysler will be able to 
be completed by the time necessary to avoid dating systems problems or that the 
cost of doing so will not be material. In addition, disruptions with respect to 
the computer systems of vendors or customers, which systems are outside the     
control of Daimler-Benz and Chrysler, could impair the ability of Daimler-Benz  
and Chrysler (and, therefore, DaimlerChrysler AG) to obtain necessary materials 
or products or to sell to or service their customers. Disruptions of            
DaimlerChysler AG's computer systems, or the computer systems of DaimlerChrysler
AG's vendors or customers, as well as the cost of avoiding such disruption,     
could have a material adverse effect upon DaimlerChrysler AG's financial        
condition and results of operations.                                            

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MARKET PRICES 

The principal trading market for Chrysler Common Stock is the NYSE, and 
Chrysler's shares trade under the symbol "C." The Chrysler Common Stock is also 
traded on the Philadelphia, Chicago and Pacific stock exchanges, and the stock  
exchanges of Frankfurt, Berlin, Munich, Montreal, Toronto and London, and       
options on Chrysler Common Stock are traded on the Chicago Board of Options     
Exchange. The principal trading market for the Daimler-Benz Ordinary Shares is  
the FSE. The Daimler-Benz Ordinary Shares are also traded on the other German   
stock exchanges in Berlin, Bremen, Dusseldorf, Hamburg, Hannover, Munchen and   
Stuttgart, on the stock exchanges of London, Paris, Tokyo and Vienna and on the 
Swiss Stock Exchange. Options on Daimler-Benz Ordinary Shares are traded on the 
German options exchange (DEUTSCHE TERMINBORSE) and on the Chicago Board of      
Options Exchange. All Daimler-Benz Ordinary Shares have been issued in bearer   
form. As of December 31, 1997, Daimler-Benz had approximately 550,000           
stockholders. Daimler-Benz believes that approximately 10% of its capital stock 
is held in the United States. The Daimler-Benz ADSs are listed on the NYSE and  
trade under the symbol "DAI." The DaimlerChrysler Ordinary Shares are expected  
to be approved for listing on the FSE. In addition, the DaimlerChrysler Ordinary
Shares have been approved for listing, subject to official notice of issuance,  
on the NYSE and will trade on that exchange under the symbol "DCX." It is       
expected that DaimlerChrysler Ordinary Shares will also be traded on the        
Chicago, Pacific, Philadelphia, London, Paris, Montreal, Toronto, Swiss, Vienna 
and Tokyo stock exchanges as well as on all the German stock exchanges.         

Trading on the New York Stock Exchange                                          

    The following table sets forth, for the calendar periods indicated, the high
and low sales prices per share of Chrysler Common Stock (giving effect to a     
two-for-one stock split effected on July 15, 1996) and the high and low sales   
prices per Daimler-Benz ADS (giving effect to the dilution caused by the        
discount to market at which the Daimler-Benz Ordinary Shares were sold in the   
Rights Offering) as reported on the NYSE Composite Tape for the periods         
indicated.                                                                      

                                                        [Enlarge/Download Table]

                                                 Chrysler                                     
                                               Common Stock            Daimler-Benz ADSs(1)   
                                         -------------------------  --------------------------
                                            High           Low         High            Low    
                                         ----------     ----------  ----------     -----------
                                                                                              
1996                                                                                          
First Quarter........................... $31 13/16      $25 11/16   $55            $ 49 3/4   
Second Quarter..........................  35             29 9/16     54 5/8          52 1/8   
Third Quarter...........................  32 1/16        26 1/4      55 1/8          50 7/8   
Fourth Quarter..........................  36 3/8         28 1/4      67 1/2          53 3/8   
1997                                                                                          
First Quarter........................... $36 1/4        $29         $78 7/8        $ 66       
Second Quarter..........................  33 7/16        28 1/8      81 5/8          71 7/8   
Third Quarter...........................  38 9/16        32 3/8      85 1/2          71 1/16  
Fourth Quarter..........................  38 1/4         32          83 1/8          61 7/8   
1998                                                                                          
First Quarter........................... $44 3/16       $31 1/4     $94 1/16       $ 65       
Second Quarter(2).......................  57 9/16        38 3/8     115 1/8          91 1/4   
Third Quarter (through August 5,                                                              
 1998)..................................  61             54 9/16    105              95 3/8   

------------------------                                                        

(1)   Figures for 1996, 1997 and the first and second quarter of 1998 have been 
   adjusted to reflect the approximately 20% discount to market value at which
the Daimler-Benz Ordinary Shares and Daimler-Benz ADSs were sold in the 
 Rights Offering. See "Summary-- Recent Developments--Special Distribution
and Rights Offering."                                                   

(2)   Holders of Daimler-Benz Ordinary Shares on May 27, 1998, the date of the  
   Annual General Meeting, became entitled to receive the Special Distribution
    of DM 20 per share as of that date, and subsequent sales of shares were "ex"
such right. On June 12, 1998, and on June 15, 1998, the Daimler-Benz    
    Ordinary Shares and the Daimler-Benz ADSs, respectively, began to trade "ex"
    the Rights which were distributed to holders of Daimler-Benz Ordinary Shares
and Daimler-Benz ADSs in connection with the Rights Offering. Chrysler  
stockholders and Daimler-Benz stockholders are urged to obtain current  
    quotations for shares of Chrysler Common Stock, Daimler-Benz Ordinary Shares
and Daimler-Benz ADSs.                                                  

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The following table sets forth the closing price per share of Chrysler  
Common Stock and per Daimler-Benz ADS as reported on the NYSE Composite Tape and
the equivalent price per share of Chrysler Common Stock (determined in          
accordance with the U.S. Exchange Ratio Formula computed as if the Chrysler     
Effective Time had occurred on such date) as of (i) May 5, 1998 (the last full  
trading day before public disclosure of the proposed Transactions); (ii) certain
interim dates of significance in relation to dividends; and (iii) August 4, 1998
(the latest practicable trading day prior to the effective date of the          
Registration Statement of which this Proxy Statement/Prospectus forms a part):  

                                                        [Enlarge/Download Table]

                                                                            Equivalent Price
                                                 Chrysler     Daimler-Benz    of Chrysler   
                                               Common Stock     ADSs(1)     Common Stock(2) 
                                              --------------  ------------  ----------------
                                                                                            
May 5, 1998..................................  $    41.4375    $ 102.0625      $  55.8486   
May 27, 1998.................................       54.7500       95.9375         58.6850   
June 12, 1998................................       53.7500       96.8750         59.2584   
June 15, 1998................................       51.7500       92.0625         57.4010   
August 4, 1998...............................       56.0000       96.7500         60.3236   

------------------------                                                        

(1)   Holders of Daimler-Benz Ordinary Shares on May 27, 1998, the date of the  
   Annual General Meeting, became entitled to receive the Special Distribution
    of DM 20 per share as of that date, and subsequent sales of shares were "ex"
such right. In addition, on June 12, 1998, and on June 15, 1998, the    
   Daimler-Benz Ordinary Shares and the Daimler-Benz ADSs, respectively, began
  to trade "ex" the Rights which were distributed to holders of Daimler-Benz
Ordinary Shares and Daimler-Benz ADSs in connection with the Rights     
  Offering. Chrysler stockholders and Daimler-Benz stockholders are urged to
   obtain current quotations for shares of Chrysler Common Stock, Daimler-Benz
Ordinary Shares and Daimler-Benz ADSs.                                  

(2)   The U.S. Exchange Ratio Formula included in the Combination Agreement     
  established a fixed share-for-share exchange ratio as of the May 7 date of
the Combination Agreement, with additional agreed upon arithmetic       
adjustments to the exchange ratio that would take into account the      
  anticipated effects of Chrysler's first quarter dividend and Daimler-Benz'
regular annual dividend, Daimler-Benz' Special Distribution and         
    Daimler-Benz' Rights Offering. The ratio under the formula before making any
of the prescribed adjustments was 0.5472, and on such date no event had 
   occurred for which the U.S. Exchange Ratio Formula provides any adjustment.
Accordingly, the prices shown in this column at May 5, 1998 utilizes an 
   exchange ratio of 0.5472. On May 27, 1998, holders of Daimler-Benz Ordinary
    Shares became entitled to receive the regular annual dividend of DM 1.60 and
 the Special Distribution, which resulted in an adjustment to the exchange
  ratio pursuant to the U.S. Exchange Ratio Formula. Accordingly, the prices
shown in this column at May 27, 1998 and at June 12, 1998 utilize an    
    exchange ratio of 0.6117. On June 15, 1998, all events for which adjustments
are prescribed had occurred and their effect had been computed under the
  U.S. Exchange Ratio Formula. Such adjusted exchange ratio was .6235, which
 has been used to compute the price in this column on and after such date.
 See "The Combination Agreement--The Chrysler Merger" for a description of
the U.S. Exchange Ratio Formula.                                        

------------------------------

Chrysler stockholders and Daimler-Benz stockholders are urged to obtain 
current market quotations for the Chrysler Common Stock and the Daimler-Benz    
ADSs.                                                                           

The DaimlerChrysler Ordinary Shares have not previously been publicly   
traded. Following the consummation of the Daimler-Benz Exchange Offer and the   
Chrysler Merger, (i) it is intended that the DaimlerChrysler Ordinary Shares    
will be listed and traded on the same exchanges as the Daimler-Benz Ordinary    
Shares and the Daimler-Benz ADSs and (ii) it is expected that the Daimler-Benz  
Ordinary Shares and the Daimler-Benz ADSs will cease to be so listed, and there 
will be no active trading market therefor. Depending on the number of           
Daimler-Benz Ordinary Shares and Daimler-Benz ADSs remaining outstanding        
following the consummation of the Daimler-Benz Exchange Offer and the timing of 
the consummation of the Daimler-Benz Merger, there may be a period of time      
following the consummation of the Daimler-Benz Exchange Offer during which the  
Daimler-Benz Ordinary Shares or Daimler-Benz ADSs may continue to be publicly   
traded. See "Risk Factors--Effect of Delay of Daimler-Benz Merger."             

Fluctuations in the exchange rate between the dollar and the mark will  
affect the dollar equivalent of the mark price of DaimlerChrysler Ordinary      
Shares traded on the German stock exchanges and, as a result, are likely to     
affect the market price of the DaimlerChrysler Ordinary Shares on the NYSE. Such
fluctuations will also affect the dollar amounts received by holders of         
DaimlerChrysler Ordinary Shares                                                 

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on the conversion by the U.S. Transfer Agent into dollars of cash dividends paid
in marks on the DaimlerChrysler Ordinary Shares.                                

  Mutual funds that track stock indices, such as the S&P 500 stock index, do
so by holding shares in the companies represented in those indices. The S&P 500 
tracks the performance of 500 stocks considered representative of the U.S.      
economy generally. The S&P 500 includes shares of only a few companies          
incorporated outside the U.S. Representatives of Daimler-Benz and Chrysler have 
made a presentation to the index committee of the S&P 500 explaining the reasons
why they believe DaimlerChrysler Ordinary Shares should be included in the S&P  
500 stock index. A decision on inclusion is not likely until October 1998. If   
the DaimlerChrysler Ordinary Shares were not included in the S&P 500, mutual    
funds currently holding a substantial number of shares of Chrysler Common Stock 
would be required to sell such shares (or the DaimlerChrysler Ordinary Shares   
they receive in the Chrysler Merger). Such sales could adversely affect the     
market price for DaimlerChrysler Ordinary Shares.                               

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Trading on the Frankfurt Stock Exchange                                         

The FSE is the most significant of the eight German stock exchanges and 
accounted for approximately 80% of the turnover in exchange-traded shares in    
Germany in 1997. As of December 31, 1997, equity securities traded on the FSE   
included the shares of 1,461 companies, 1,011 of which were non-German.         

    Trading on the floor of the FSE commences each business day at 8:30 a.m. and
continues until 5:00 p.m. Central European Time ("CET"). Markets in listed      
securities are generally of the auction type, but listed securities also change 
hands in inter-bank dealer markets both on and off the stock exchange. Price    
formation is by open outcry, as determined by state appointed specialists       
(AMTLICHE KURSMAKLER) who are themselves exchange members, but who do not, as a 
rule, deal with the public. Prices for active stocks, including those of larger 
companies, are quoted continuously during stock exchange hours. For all other   
stocks, a fixed price is determined by auction around mid-session of each       
trading day. Transactions settle on the second business day following the day of
trade execution.                                                                

The FSE publishes a daily official list which includes the volume of    
recorded transactions in each listed stock, together with the prices of the     
highest and lowest recorded trades of the day. The list reflects price and      
volume information for trades completed by members on the floor during the day  
as well as for inter-dealer trades completed off the floor.                     

The Daimler-Benz Ordinary Shares are, and the DaimlerChrysler Ordinary  
Shares are expected to be, traded on XETRA-Registered Trademark- (Exchange      
Electronic Trading), an integrated electronic exchange system introduced by     
Deutsche Borse AG in November 1997. XETRA-Registered Trademark- is available    
daily from 8:30 a.m. to 5:00 p.m. CET to brokers and banks which are members of 
a German stock exchange. Securities traded by this system, which replaces IBIS  
(INTEGRIERTES BORSENHANDELS- UND INFORMATIONS-SYSTEM) with respect to all equity
securities, include the thirty stocks of the Deutsche Aktienindex, the leading  
index of trading on the FSE ("DAX Index"), and the other 70 stocks included in  
the DAX 100 index. XETRA-Registered Trademark- is integrated into the FSE and is
subject to its rules and regulations.                                           

Trading activities on the German stock exchanges are monitored by the   
Federal Supervisory Authority for Securities Trading (BUNDESAUFSICHTSAMT FUR DEN
WERTPAPIERHANDEL). Following an amendment in 1995 of the German banks' standard 
terms and conditions for securities transactions, all orders from customers to  
buy or sell listed securities must be executed on a stock exchange unless a     
customer gives specific instructions to the contrary.                           

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The table below sets forth, for the period indicated, the high and low  
closing sales price for the Daimler-Benz Ordinary Shares on the FSE (giving     
effect to the dilution caused by the discount to market at which the            
Daimler-Benz Ordinary Shares were sold in the Rights Offering), as reported by  
the FSE, together with the highs and lows of the DAX Index.                     

                                                        [Enlarge/Download Table]

                                                            Price Per                              
                                                           Daimler-Benz                            
                                                        Ordinary Share(1)         DAX Index(2)     
                                                       --------------------  ----------------------
                                                         High        Low        High        Low    
                                                       ---------  ---------  ----------  ----------
                                                                                                   
                                                               (DM)                   (DM)         
1996                                                                                               
First Quarter.........................................     81.04      71.35    2,525.42    2,248.86
Second Quarter........................................     83.59      77.51    2,573.69    2,457.49
Third Quarter.........................................     82.90      75.84    2,666.55    2,447.80
Fourth Quarter........................................    104.00      81.28    2,909.91    2,655.73

1997                                                                                               
First Quarter.........................................    130.88     102.62    3,460.59    2,848.77
Second Quarter........................................    139.32     120.43    3,805.29    3,215.24
Third Quarter.........................................    156.29     125.09    4,438.93    3,819.85
Fourth Quarter........................................    142.85     107.68    4,347.24    3,567.22

1998                                                                                               
First Quarter.........................................    171.00     116.65    5,102.35    4,087.28
Second Quarter(3).....................................    202.05     164.20    5,915.13    5,018.67
Third Quarter (through August 5, 1998)................    184.90     172.00    6,171.43    5,632.51

------------------------------                                                  

(1)   Effective July 1, 1996, the nominal value of the Daimler-Benz Ordinary    
 Shares was reduced to DM 5 per share from the previous level of DM 50 per
share. This reduction had the effect of a 10 for 1 stock split, which in
 turn reduced the price at which one Daimler-Benz Ordinary Share trades to
  1/10 of the price at which it previously traded. The figures for the first
and second quarter of 1996 have been restated to reflect this change. In
 addition, figures for 1996, 1997 and the first and second quarter of 1998
    have been adjusted to reflect the approximately 20% discount to market value
    at which the Daimler-Benz Ordinary Shares and Daimler-Benz ADSs were sold in
    the Rights Offering. See "Summary--Recent Developments--Special Distribution
and Rights Offering" and Note 3 below.                                  

(2)   The DAX Index is a continuously updated, capital-weighted performance     
index of 30 German blue chip companies. Daimler-Benz represented        
  approximately 6.2% of the DAX Index as of December 31, 1997. In principle,
the shares included in the DAX Index were selected on the basis of their
   stock exchange turnover and their market capitalization. Adjustments to the
  DAX Index are made for capital changes, subscription rights and dividends.

(3)   Holders of Daimler-Benz Ordinary Shares on May 27, 1998, the date of the  
   Annual General Meeting, became entitled to receive the Special Distribution
    of DM 20 per share as of that date, and subsequent sales of shares were "ex"
   such right. In addition, on June 12, 1998, the Daimler-Benz Ordinary Shares
began to trade "ex" the Rights which were distributed to holders of     
Daimler-Benz Ordinary Shares in connection with the Rights Offering.    
Chrysler stockholders and Daimler-Benz stockholders are urged to obtain 
current quotations for shares of Chrysler Common Stock and Daimler-Benz 
Ordinary Shares.                                                        

------------------------------

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SELECTED HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA 

Selected Historical Financial Data of Daimler-Benz                              

The selected unaudited consolidated financial data set forth below as of
June 30, 1998 and for the six-month periods ended June 30, 1998 and 1997 should 
be read in conjunction with, and are qualified in their entirety by reference   
to, the unaudited consolidated financial statements as of June 30, 1998 and for 
the six-month periods ended June 30, 1998 and 1997 included in Daimler-Benz'    
Report of Foreign Private Issuer on Form 6-K for the month of July 1998 which is
incorporated by reference in this Proxy Statement/Prospectus. The selected      
consolidated financial data set forth below as of December 31, 1997 and 1996 and
for each of the years in the three-year period ended December 31, 1997 should be
read in conjunction with, and are qualified in their entirety by reference to,  
the consolidated financial statements as of December 31, 1997 and 1996 and for  
each of the years in the three-year period ended December 31, 1997 (the         
"Daimler-Benz Consolidated Financial Statements") included in Daimler-Benz'     
Annual Report on Form 20-F for the fiscal year ended December 31, 1997 which is 
incorporated by reference in this Proxy Statement/Prospectus.                   

                                                        [Enlarge/Download Table]

                                                                              Six Months Ended June 30,        
                                                                       ----------------------------------------
                                                                                                               
                                                                        1998(1)        1998           1997     
                                                                       ----------  -------------  -------------


                                                                        (in millions, except for Daimler-Benz  
                                                                           Ordinary Share and ADS amounts)     
                                                                                                               
U.S. GAAP                                                                                                      

Income Statement Data:                                                                                         

Revenues.............................................................. $   37,550       DM67,714       DM55,892

Income before financial income and income taxes.......................      1,868          3,368          1,322

Net income............................................................      1,115          2,010            992

Basic earnings per Ordinary Share/ADS(2,3)............................       2.11           3.81           1.89

Diluted earnings per Ordinary Share/ADS(3,4)..........................       2.04           3.68           1.88

Balance Sheet Data (end of period):                                                                            

Inventories, net of advance payments..................................      8,839         15,940               

Total assets..........................................................     78,741        141,994               

Total borrowings......................................................     23,048         41,563               

Stockholders' equity..................................................     18,725         33,767               

------------------------                                                        

(1)   Amounts in this column are unaudited and have been translated solely for  
   the convenience of the reader at an exchange rate of DM 1.8033 = $1.00, the
Noon Buying Rate on June 30, 1998.                                      

(2)   Basic earnings per Daimler-Benz Ordinary Share/ADS are calculated by      
dividing net income by the weighted average of Daimler-Benz Ordinary    
 Shares/ADSs outstanding, without regard to options and conversion rights.
   Net income represents total income generated by Daimler-Benz after minority
interest.                                                               

(3)   Basic and diluted earnings per Daimler-Benz Ordinary Share/ADS information
    have been adjusted to reflect the approximately 20% discount to market value
    at which the Daimler-Benz Ordinary Shares and Daimler-Benz ADSs were sold in
    the Rights Offering. See "Summary--Recent Developments--Special Distribution
and Rights Offering."                                                   

(4)   Earnings per Daimler-Benz Ordinary Share/ADS on a diluted basis reflects  
  the potential dilution that would occur if all dilutive options to acquire
and rights to convert securities convertible into Daimler-Benz Ordinary 
Shares were exercised.                                                  
------------------------------

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                                                        [Enlarge/Download Table]

                                                                 Year Ended December 31,                                   
                                   ------------------------------------------------------------------------------------    
                                                                                                                           
                                    1997(1)        1997           1996           1995           1994           1993        
                                   ----------  -------------  -------------  -------------  -------------  ------------    


                                          (in millions, except for Daimler-Benz Ordinary Share and ADS amounts)            
                                                                                                                           
U.S. GAAP                                                                                                                  
Income Statement Data:(2)                                                                                                  
Revenues.........................  $   68,791  DM    124,050  DM    106,339  DM    102,985  DM             DM              
Income (loss) before interest and                                                                                          
  taxes..........................       2,014          3,631          1,465         (8,162)                                
Net income (loss)................       4,460          8,042(3)         2,762        (5,729)         1,052(4)       (1,839)
Basic earnings (loss) per                                                                                                  
  Ordinary Share/ADS(5,)(6)......        8.48          15.30(7)          5.27        (10.96)          2.11(4)        (3.88)
Diluted earnings (loss) per                                                                                                
  Ordinary Share/ADS(6,)(8)......        8.32          15.01(7)          5.25        (10.96)          2.11(4)        (3.88)
Regular annual dividends per                                                                                               
  Ordinary Share/ADS(6)..........        0.87           1.57           1.08             --           1.08          0.78    
Special Distribution.............       10.89          19.63(9)            --            --            --            --    
Balance Sheet Data (end of                                                                                                 
  period):(10)                                                                                                             
Inventories, net of advance                                                                                                
  payments.......................       7,980         14,390         13,602         14,329                                 
Total assets.....................      76,027        137,099        112,461        102,098        102,635        99,029    
Short-term borrowings............      12,248         22,086         16,011         13,614                                 
Long-term borrowings.............       9,546         17,216         12,839          8,671                                 
Stockholders' equity.............      19,456         35,085         26,393         22,860         29,435        26,281    
GERMAN GAAP                                                                                                                
Income Statement Data:                                                                                                     
Revenues.........................                                                  103,549        104,075        98,534    
Results from ordinary business                                                                                             
  activities.....................                                                     (835)         2,077        (1,473)   
Extraordinary results(11)........                                                   (3,884)            --         2,603    
Net income (loss)................                                                   (5,734)           895           615    
Earnings (loss) per Ordinary                                                                                               
  Share/ADS(5,)(6)...............                                                   (10.85)          2.12          1.27    
Balance Sheet Data (end of                                                                                                 
  period):                                                                                                                 
Inventories, net advance of                                                                                                
  payments.......................                                                   15,764         14,976        16,945    
Total assets.....................                                                   91,540         93,536        90,926    
Short-term borrowings............                                                   16,410         12,524        11,093    
Long-term borrowings.............                                                    8,578         10,667        12,174    
Stockholders' equity.............                                                   13,842         20,251        18,145    

------------------------                                                        

(1)   Amounts in this column are unaudited and have been translated solely for  
   the convenience of the reader at an exchange rate of DM 1.8033 = $1.00, the
Noon Buying Rate on June 30, 1998.                                      

(2)   Net income (loss) includes other income of DM 1,620, DM 1,402, and DM     
  1,742, for the years ended December 31, 1997, 1996 and 1995, respectively.
 Other income includes gains on sales of property, plant and equipment (DM
186, DM 254, and DM 148 in 1997, 1996, and 1995, respectively), gains on
sales of companies (DM 228 and DM 233, in 1997 and 1996, respectively)  
rental income (DM 132, DM 68, and DM 72 in 1997, 1996, and 1995,        
 respectively), foreign currency exchange gains (DM 69, DM 5, and DM 69 in
  1997, 1996 and 1995, respectively), and reductions in certain accruals (DM
302, DM 222, and DM 295 in 1997, 1996, and 1995, respectively).         

(3)   The amount shown for 1997 includes DM 4,870 ($2,701) of special           
non-recurring tax benefits. These tax benefits resulted from the Special
Distribution and the reversal of the remaining valuation allowances     
previously established on deferred tax assets on Daimler-Benz books at  
  year-end which resulted primarily from net operating loss carryforwards of
Daimler-Benz' German group companies                                    

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   that file a combined tax return (ORGANSCHAFT). The Special Distribution tax
    benefit was DM 2,908 and the valuation allowance reversal tax benefit was DM
1,962.                                                                  

(4)   Net income in 1994 includes DM 178 of income for the cumulative effect of 
accounting changes. Basic and diluted earnings per Daimler-Benz Ordinary
Share/ADS in 1994 increased by DM 0.36 as a result of such changes.     

(5)   Basic earnings (loss) per Daimler-Benz Ordinary Share/ADS are calculated  
by dividing net income by the weighted average of Daimler-Benz Ordinary 
 Shares/ADSs outstanding, without regard to options and conversion rights.
   Net income represents total income generated by Daimler-Benz after minority
    interest. See Note 25 to the Daimler-Benz Consolidated Financial Statements.

(6)   Effective as of July 1, 1996, the nominal value of the Daimler-Benz       
   Ordinary Shares was reduced to DM 5 per share from the previous level of DM
    50 per share. This reduction had the effect of a 10 for 1 stock split, which
    in turn reduced the price at which one Daimler-Benz Ordinary Share trades to
1/10 of the price at which it previously traded. As a result, earnings  
  (loss) and dividends per Daimler-Benz Ordinary Share/ADS are calculated on
the basis of a nominal value of DM 5 per Daimler-Benz Ordinary Share.   
  Earnings (loss) and dividends per Daimler-Benz Ordinary Share/ADS for 1995
and prior years have been recalculated to reflect this change in nominal
value. In connection with the 10 for 1 stock split, Daimler-Benz also   
   changed the ratio of Daimler-Benz Ordinary Shares to Daimler-Benz ADSs from
   its previous 1 to 10 ratio to a 1 to 1 ratio. Accordingly, per Daimler-Benz
ADS amounts are calculated on the basis of one Daimler-Benz ADS for one 
  Daimler-Benz Ordinary Share. In addition, earnings (loss) per Daimler-Benz
  Ordinary Share/ ADS and regular annual dividends per Daimler-Benz Ordinary
    Share/ADS and Special Distribution information have been adjusted to reflect
the approximately 20% discount to market value at which the Daimler-Benz
   Ordinary Shares and Daimler-Benz ADSs were sold in the Rights Offering. See
 "Summary--Recent Developments--Special Distribution and Rights Offering."

(7)   The 1997 amounts of basic and diluted earnings per Daimler-Benz Ordinary  
Share/ADS include special non-recurring tax benefits. Excluding these   
    benefits, the basic and diluted earnings per Daimler-Benz Ordinary Share/ADS
in 1997 were DM 6.04 and DM 5.96, respectively.                         

(8)   Earnings per Daimler-Benz Ordinary Share/ADS on a diluted basis reflects  
    the potential dilution that would occur if all options to acquire and rights
to convert securities convertible into Daimler-Benz Ordinary Shares were
exercised. See Note 25 to the Daimler-Benz Consolidated Financial       
Statements.                                                             

(9)   See "Summary--Recent Developments--Special Distribution and Rights        
Offering."                                                              

(10)  At December 31, 1997 and 1996, current assets (due within one year) were  
  DM 66,902 and DM 53,332, respectively, and current liabilities (due within
one year) were DM 53,387 and DM 43,029, respectively.                   

(11)  Extraordinary results under German GAAP represent: in 1995, expenses      
 incurred in connection with the decision to discontinue financial support
 for NV Koninklijke Nederlandse Vliegtuigenfabriek Fokker, write-downs and
provisions for certain businesses of AEG Daimler-Benz Industrie held for
    sale and closure of AEG Daimler-Benz Industrie's headquarters; and, in 1993,
accounting changes related to provisions, reserves and valuation        
adjustments. Under U.S. GAAP the extraordinary results in 1995 would be 
included in results from ordinary business activities, and the 1993     
extraordinary results would not have arisen.                            

------------------------------

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Selected Historical Financial Data of Chrysler                                  

The unaudited selected consolidated financial data set forth below as of
June 30, 1998 and for the six-month periods ended June 30, 1998 and 1997 should 
be read in conjunction with, and are qualified in their entirety by reference   
to, the unaudited consolidated financial statements as of June 30, 1998 and for 
the six-month periods ended June 30, 1998 and 1997 included in Chrysler's       
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 which is      
incorporated by reference in this Proxy Statement/Prospectus. The selected      
consolidated financial data set forth below as of December 31, 1997 and 1996 and
for each of the years in the three-year period ended December 31, 1997 should be
read in conjunction with, and are qualified in their entirety by reference to,  
the consolidated financial statements as of December 31, 1997 and 1996 and for  
each of the years in the three-year period ended December 31, 1997 included in  
Chrysler's Annual Report on Form 10-K for the fiscal year ended December 31,    
1997 which is incorporated by reference in this Proxy Statement/Prospectus.     

                                                        [Enlarge/Download Table]

                                      Six Months Ended                                                          
                                          June 30,                       Year Ended December 31,                
                                    --------------------  ----------------------------------------------------- 
                                                                                                                
                                      1998      1997(1)    1997(2)    1996(3)    1995(4)    1994(5)    1993(6)  
                                    ---------  ---------  ---------  ---------  ---------  ---------  --------- 


                                           (Dollars and Shares in Millions Except Per Common Share Data)        
                                                                                                                
Total revenues....................  $  33,801  $  30,504  $  61,147  $  61,397  $  53,195  $  52,235  $  43,600 
Earnings before extraordinary item                                                                              
  and cumulative effect of changes                                                                              
  in accounting principles........      2,055      1,512      2,805      3,720      2,121      3,713      2,415 
    Basic earnings per common                                                                                   
      share*......................       3.18       2.20       4.15       5.09       2.81       5.13       3.38 
Net earnings (loss)...............      2,055      1,512      2,805      3,529      2,025      3,713     (2,551)
    Basic earnings (loss) per                                                                                   
      common share*...............       3.18       2.20       4.15       4.83       2.68       5.13      (3.81)
    Diluted earnings (loss) per                                                                                 
      common share*...............       3.12       2.17       4.09       4.74       2.56       4.55      (3.19)
Dividends declared per common                                                                                   
  share*..........................       0.80       0.80       1.60       1.40       1.00       0.55       0.33 
Total assets......................     67,801     61,028     60,418     56,184     53,756     49,539     43,679 
Total debt........................     19,056     16,808     15,485     13,396     14,193     13,106     11,451 
Convertible preferred stock (in                                                                                 
  shares).........................       0.01       0.02       0.02       0.04       0.14       1.72       1.72 

------------------------                                                        

*  Per share data have been adjusted to reflect the two-for-one stock split in  
    1996. In addition, per share data have been restated to reflect the adoption
  of Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
 per Share," which replaces the presentation of primary earnings per share
  ("EPS") and fully diluted EPS with a presentation of basic EPS and diluted
EPS, respectively.                                                      

(1)   Earnings for the first six months of 1997 include an estimated unfavorable
    impact of $730 million ($438 million after taxes) related to a 29-day strike
  at an engine plant in Detroit, Michigan. The full-year estimated impact of
the strike was $590 million ($364 million after taxes) after taking into
   account the effect of a partial recovery of production losses that occurred
during the remainder of 1997.                                           

(2)   Earnings for the year ended December 31, 1997, reflect the unfavorable    
impact of a 29-day strike which reduced earnings by an estimated $590   
million ($364 million after taxes) after considering partial recovery of
production losses from the strike, and a $41 million charge ($25 million
after taxes) for costs related to the decision to discontinue Chrysler's
Eagle brand at the end of the 1998 model year. The effect of these      
unfavorable items was partially offset by the recognition of $97 million
 ($60 million after taxes) of previously deferred profits from the sale of
vehicles from Chrysler to Dollar Thrifty Automotive Group, Inc. ("DTAG,"
  formerly Pentastar Transportation Group, Inc.) as a result of the December
 1997 initial public offering of Chrysler's common stock interest in DTAG.

(3)   Earnings for the year ended December 31, 1996, include a charge of $97    
million ($61 million after taxes) for costs associated with a voluntary 
early retirement program for certain salaried employees, a charge of $77
million ($51 million after taxes) related to a write-down of Pentastar  
Electronics, Inc., a charge of $65 million ($100 million after taxes)   
related to a write-down of Thrifty Rent-A-Car                           

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    System, Inc., a charge of $50 million ($31 million after taxes) for lump-sum
retiree pension costs related to the 1996 UAW collective bargaining     
agreement, and a gain of $101 million ($87 million after taxes) from the
sale of Electrospace Systems, Inc. and Chrysler Technologies Airborne   
Systems, Inc.                                                           

(4)   Earnings for the year ended December 31, 1995, were reduced by a $263     
million charge ($162 million after taxes) for costs associated with     
 production changes at Chrysler's Newark assembly plant and a $115 million
charge ($71 million after taxes) for a voluntary minivan owner service  
    action. Net earnings in 1995 also include an after-tax charge of $96 million
    for the cumulative effect of a change in accounting principle related to the
consensus reached on Emerging Issues Task Force ("EITF") Issue 95-1,    
"Revenue Recognition on Sales with a Guaranteed Minimum Resale Value."  

(5)   Earnings for the year ended December 31, 1994, include favorable          
adjustments to the provision for income taxes aggregating $132 million. 
   These adjustments related to: (1) the recognition of tax credits related to
expenditures in prior years for qualifying research and development     
   activities, in accordance with an Internal Revenue Service settlement which
 was based on U.S. Department of Treasury income tax regulations issued in
  1994, and (2) the reversal of valuation allowances related to tax benefits
associated with net operating loss carryforwards.                       

(6)   Results for the year ended December 31, 1993, include a pretax gain of    
   $205 million ($128 million after taxes) on the sale of Chrysler's remaining
    50.3 million shares of Mitsubishi Motors Corporation stock, a pretax gain of
$60 million ($39 million after taxes) on the sale of Chrysler's plastics
operations, a $4.7 billion after-tax charge for the adoption of SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other Than      
   Pensions," and a $283 million after-tax charge for the adoption of SFAS No.
112, "Employers' Accounting for Postemployment Benefits."               

------------------------------

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Selected Pro Forma Combined Financial Data                                      

  The selected unaudited pro forma financial information set forth below was
derived from and should be read in conjunction with the Unaudited Pro Forma     
Combined Financial Information, including the notes thereto, appearing elsewhere
in this Proxy Statement/Prospectus. Although Daimler-Benz and Chrysler intend   
that the Transactions qualify as a "pooling-of-interests" transaction for       
accounting and financial reporting purposes under U.S. GAAP, this treatment will
only be available if certain conditions are satisfied. There can be no assurance
that such conditions will be satisfied. If such conditions are not satisfied,   
the Transactions will be treated for accounting and financial reporting purposes
as a purchase of Chrysler by Daimler-Benz. Accordingly, the following selected  
unaudited pro forma financial information is being provided under both the      
"pooling-of-interests" and the purchase methods of accounting.                  

                                                        [Enlarge/Download Table]

                                         Six Months Ended June 30,(1)                 Year Ended December 31,(1)               
                                      -----------------------------------  ------------------------------------------------    
                                       1998(2)      1998         1997       1997(2)      1997         1996         1995        
                                      ---------  -----------  -----------  ---------  -----------  -----------  -----------    
                                                                                                                               
                                                             (in millions, except per share amounts)                           
POOLING-OF-INTERESTS METHOD                                                                                                    
  Income Statement Data:                                                                                                       
    Revenues......................... $  71,152  DM  128,308  DM  106,925  $ 127,131  DM  229,255  DM  198,082  DM  178,551    
    Net income (loss)................     3,174        5,721        3,542      7,158(4)      12,906(4)       8,359      (2,689)
    Basic earnings (loss) per                                                                                                  
      Ordinary Share/ADS(3)..........      3.31         5.96         3.62       7.37(4)       13.29(4)        8.44       (2.64)
    Diluted earnings (loss) per                                                                                                
      Ordinary Share/ADS(3)..........      3.23         5.83         3.60       7.30(4)       13.16(4)        8.41       (2.64)
  Balance Sheet Data:                                                                                                          
    Total assets.....................   148,318      267,462                                                                   
    Total borrowings.................    43,999       79,343                                                                   
    Stockholders' equity.............    33,112       59,711                                                                   

PURCHASE METHOD                                                                                                                
  Income Statement Data:                                                                                                       
    Revenues.........................    71,152      128,308                 127,131      229,255                              
    Net income (loss)................     2,936        5,293                   6,678(4)      12,041(4)                         
    Basic earnings (loss) per                                                                                                  
      Ordinary Share/ADS(3)..........      3.13         5.64                    7.01(4)       12.64(4)                         
    Diluted earnings (loss) per                                                                                                
      Ordinary Share/ADS(3)..........      3.06         5.52                    6.94(4)       12.51(4)                         
  Balance Sheet Data:                                                                                                          
    Total assets.....................   175,890      317,182                                                                   
    Total borrowings.................    44,620       80,463                                                                   
    Stockholders' equity.............    59,198      106,752                                                                   

------------------------                                                        

(1)   The Selected Pro Forma Combined Financial Data should be read in          
conjunction with the Unaudited Pro Forma Combined Financial Information,
including the notes thereto, which notes are an integral part of these  
Selected Pro Forma Combined Financial Data.                             

(2)   Amounts in this column have been translated solely for the convenience of 
    the reader at an exchange rate of DM 1.8033 = $1.00, the Noon Buying Rate on
June 30, 1998.                                                          

(3)   Basic and diluted earnings (loss) per Daimler-Benz Ordinary Share/ADS     
   information have been adjusted to reflect the approximately 20% discount to
    market value at which the Daimler-Benz Ordinary Shares and Daimler-Benz ADSs
    were sold in the Rights Offering. See "Summary--Recent Developments--Special
Distribution and Rights Offering."                                      

(4)   Includes DM 4,870 million ($2,701 million) of special non-recurring tax   
   benefits. These tax benefits resulted from the Special Distribution and the
reversal of the remaining valuation allowances previously established on
deferred tax assets on Daimler-Benz' books at year-end which resulted   
primarily from net operating loss carryforwards of Daimler-Benz' German 
 group of companies that file a consolidated tax return (ORGANSCHAFT). The
Special Distribution benefit was DM 2.908 billion and the valuation     
 allowance reversal was DM 1.962 billion. Excluding such non-recurring tax
   benefits, 1997 pro forma combined net income and basic and diluted earnings
per Ordinary Share/ADS would have been as follows:                      

                                                        [Enlarge/Download Table]

                                                                    Pooling-of- interests                     
                                                                           method           Purchase method   
                                                                    --------------------  --------------------
                                                                                                              
Net income......................................................... DM  8,036  $   4,456  DM  7,171  $   3,977
Basic earnings per Ordinary Share/ADS.............................. DM   8.28  $    4.59  DM   7.53  $    4.18
Diluted earnings per Ordinary Share/ADS............................ DM   8.21  $    4.55  DM   7.47  $    4.14

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UNAUDITED COMPARATIVE PER SHARE DATA

The following table sets forth for Chrysler and Daimler-Benz certain    
historical and pro forma equivalent per share data as of June 30, 1998 and      
December 31, 1997 and for the six-month periods ended June 30, 1998 and 1997 and
for each of the years in the three-year period ended December 31, 1997. The     
information presented herein should be read in conjunction with the selected    
historical financial data and the unaudited selected combined pro forma         
financial information appearing elsewhere in this Proxy Statement/Prospectus.   
The pro forma equivalent per share data are presented for both                  
pooling-of-interests and purchase methods of accounting for the Transactions.   
See "Selected Historical and Pro Forma Financial Combined Data" and "Unaudited  
Pro Forma Combined Financial Information."                                      

Pooling-of-Interests Accounting                                                 

                                                        [Enlarge/Download Table]

                                           As of or for the Six Months                                                
                                                      Ended                                                           
                                                    June 30,               As of or for the Year Ended December 31,   
                                         -------------------------------  ------------------------------------------  
                                                                                                                      
                                          1998(1)     1998       1997      1997(1)     1997       1996       1995     
                                         ---------  ---------  ---------  ---------  ---------  ---------  ---------  

Chrysler Historical ($)                                                                                               
  Earnings per share(2)                                                                                               
    Basic..............................                 $3.18      $2.20                 $4.15      $4.83      $2.68  
    Diluted............................                  3.12       2.17                  4.09       4.74       2.56  
  Cash dividends per share.............                   .80        .80                  1.60       1.40       1.00  
  Book value per share.................                 19.77                            17.52                        

Chrysler Historical (DM)(3)                                                                                           
  Earnings per Share(2)                                                                                               
    Basic..............................             DM   5.74  DM   3.71             DM   7.20  DM   7.27  DM   3.84  
    Diluted............................                  5.64       3.65                  7.09       7.13       3.67  
  Cash dividends per Share.............                  1.45       1.35                  2.77       2.11  DM   1.43  
  Book value per Share.................                 35.76                            31.40                        

Daimler-Benz Historical(4)                                                                                            
  Earnings (loss) per Ordinary                                                                                        
   Share/ADS:                                                                                                         
    Basic..............................      $2.11  DM   3.81  DM   1.89     $ 8.48  DM  15.30(5) DM   5.27 DM (10.96)
    Diluted............................       2.04       3.68       1.88       8.32      15.01(5)      5.25    (10.96)
  Cash dividends per Ordinary                                                                                         
   Share/ADS(2)........................                                        0.87       1.57       1.08             
  Special Distribution.................                                       10.88      19.63(6)                     
  Book value per Ordinary Share........      32.89      59.31                 36.94      66.61                        

DaimlerChrysler AG Pro Forma(4)                                                                                       
  Earnings (loss) per Ordinary                                                                                        
   Share:(2)                                                                                                          
    Basic..............................      $3.31  DM   5.96  DM   3.62     $ 7.37  DM13.29(5) DM   8.44  DM  (2.64) 
    Diluted............................       3.23       5.83       3.60       7.30    13.16(5)      8.41      (2.64) 
  Cash dividends per Ordinary                                                                                         
   Share(8)............................                                                                               
  Book value per Ordinary Share........      33.01      59.52                 30.72      55.39                        

DaimlerChrysler AG Pro Forma Equivalent                                                                               
  for Chrysler Stockholders(4,6)                                                                                      
  Earnings per share of Chrysler Common                                                                               
   Stock(2):                                                                                                          
    Basic..............................      $2.06  DM   3.72  DM   2.26     $ 4.60  DM   8.29(5) DM   5.26 DM  (1.65)
    Diluted............................       2.01       3.64       2.24       4.55       8.21(5)      5.24     (1.65)
  Cash dividends per share of Chrysler                                                                                
   Common Stock(8).....................                                                                               
  Book value per share of Chrysler                                                                                    
   Common Stock........................      20.58      37.11                 19.15      34.53                        

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------------------------                                                        

(1)   Amounts in this column have been presented solely for the convenience of  
    the reader at an exchange rate of DM 1.8033 = $1.00, the Noon Buying Rate on
June 30, 1998.                                                          

(2)   Represents earnings before extraordinary item and cumulative effect of    
changes in accounting principles.                                       

(3)   The Chrysler historical earnings and cash dividends per share information 
    for the six months ended June 30, 1998 and 1997 and years ended December 31,
    1997, 1996, and 1995 have been translated into marks at the weighted-average
   rates of exchange for the six months ended June 30, 1998 and 1997 and years
   ended December 31, 1997, 1996, and 1995 of $1.00 = DM 1.8064, DM 1.6862, DM
1.7340, DM 1.5048, and DM 1.4331, respectively. The book value per share
    amount at June 30, 1998 and December 31, 1997 has been translated into marks
at the June 30, 1998 and December 31, 1997 exchange rates of $1.00 = DM 
1.8087 and DM 1.7921, respectively.                                     

(4)   Daimler-Benz Historical, DaimlerChrysler AG Pro Forma and DaimlerChrysler 
  AG Pro Forma Equivalent for Chrysler Stockholders per share data have been
   adjusted to reflect the approximately 20% discount to market value at which
  Daimler-Benz Ordinary Shares and Daimler-Benz ADSs were sold in the Rights
    Offering. See "Summary--Recent Developments--Special Distribution and Rights
Offering."                                                              

(5)   The 1997 amounts of basic and diluted Daimler-Benz Historical earnings per
Ordinary Share/ADS include special non-recurring tax benefits of DM 9.26
    ($5.14) and DM 9.04 ($5.02) per Ordinary Share/ADS, respectively. See Note 3
to "Selected Historical and Pro Forma Combined Financial Data--Selected 
 Historical Financial Data of Daimler-Benz." Excluding these tax benefits,
the Daimler-Benz Historical basic and diluted earnings per Ordinary     
 Share/ADS in 1997 would have been DM 6.04 ($3.35) and DM 5.97 ($3.30) per
    Ordinary Share/ADS, respectively, the DaimlerChrysler AG Pro Forma basic and
   diluted earnings per Ordinary Share in 1997 would have been DM 8.28 ($4.59)
and DM 8.21 ($4.55) per Ordinary Share, respectively, and the           
DaimlerChrysler AG Pro Forma for Chrysler stockholders basic and diluted
  earnings per Ordinary Share in 1997 would have been DM 5.16 ($2.86) and DM
5.12 ($2.84) per Ordinary Share.                                        

(6)   See "Summary--Recent Developments--Special Distribution and Rights        
Offering."                                                              

(7)   For purposes of calculating DaimlerChrysler AG pro forma equivalent for   
Chrysler stockholders, it has been assumed that each share of Chrysler  
Common Stock is exchanged for .6235 of a DaimlerChrysler Ordinary Share,
each Daimler-Benz Ordinary Share is exchanged for 1.005 DaimlerChrysler 
Ordinary Shares, and each Daimler-Benz ADS is exchanged for 1.005       
DaimlerChrysler Ordinary Shares.                                        

(8)   See "Dividends" for information with respect to the expected dividend     
policy of DaimlerChrysler AG.                                           

------------------------------

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Purchase Accounting                                                             

                                                        [Enlarge/Download Table]

                                                           As of or for the Six Months    As of or for the Year        
                                                                 Ended June 30,             Ended December 31,         
                                                         -------------------------------  ----------------------       
                                                                                                                       
                                                          1998(1)     1998       1997      1997(1)      1997           
                                                         ---------  ---------  ---------  ---------  -----------       
Chrysler Historical ($)                                                                                                
  Earnings per share(2):                                                                                               
    Basic...............................................                $3.18      $2.20              $     4.15       
    Diluted.............................................                 3.12       2.17                    4.09       
  Cash dividends per share..............................                  .80        .80                    1.60       
  Book value per share..................................                19.77                              17.52       

Chrysler Historical (DM)(3)                                                                                            
  Earnings per share                                                                                                   
    Basic...............................................            DM   5.74  DM   3.71             DM     7.20       
    Diluted.............................................                 5.64       3.66                    7.09       
  Cash dividends per Share/ADS..........................                 1.45       1.35                    2.77       
  Book value per share..................................                35.76                              31.40       

Daimler-Benz Historical(4)                                                                                             
  Earnings per Ordinary Share/ADS:                                                                                     
    Basic...............................................     $2.11  DM   3.81  DM   1.89     $ 8.48  DM    15.30(5)    
    Diluted.............................................      2.04       3.68       1.88       8.32        15.01(5)    
  Cash dividends per Ordinary Share/ADS.................                                       0.87         1.57       
  Special Distribution..................................                                      10.88        19.63(6,)(7)
  Book value per ordinary share.........................     32.89      59.31                 36.94        66.61       

DaimlerChrysler AG Pro Forma(4)                                                                                        
  Earnings per Ordinary Share:                                                                                         
    Basic...............................................     $3.13  DM   5.64                 $7.01  DM    12.64       
    Diluted.............................................      3.06       5.52                  6.94        12.51       
  Cash dividends per Ordinary Share(8)..................                                                               
  Book value per Ordinary Share DM......................     60.31     108.75                 61.65       111.18       

DaimlerChrysler AG Pro Forma Equivalent for Chrysler                                                                   
  Stockholders(4,)(7)                                                                                                  
  Earnings per share of Chrysler Common Stock:                                                                         
    Basic...............................................     $1.95  DM   3.52                 $4.37  DM     7.88       
    Diluted.............................................      1.91       3.44                  4.32         7.80       
  Cash dividends per share of Chrysler Common                                                                          
   Stock(8).............................................                                                               
  Book value per share of Chrysler Common Stock.........     37.60      67.81                 38.44        69.32       

------------------------                                                        

(1)   Amounts in this column have been presented solely for the convenience of  
    the reader at an exchange rate of DM 1.8033 = $1.00, the Noon Buying Rate on
June 30, 1998.                                                          

(2)   Represents earnings before extraordinary item and cumulative effect of    
change in accounting principles.                                        

(3)   The Chrysler Historical per share and cash dividends information for the  
   six months ended June 30, 1998 and 1997 and for the year ended December 31,
1997 has been translated into marks at the weighted-average rates of    
 exchange for the six months ended June 30, 1998 and 1997 and for the year
ended December 31, 1997 of $1.00 = DM 1.8064, DM 1.6862 and DM 1.7340,  
    respectively. The Chrysler book value per share information at June 30, 1998
 and December 31, 1997 has been translated into marks at the June 30, 1998
and December 31, 1997 exchange rate of $1.00 = DM 1.8087 and 1.7921,    
respectively.                                                           

(4)   Daimler-Benz Historical, DaimlerChrysler AG Pro Forma and DaimlerChrysler 
  AG Pro Forma Equivalent for Chrysler Stockholders per share data have been
   adjusted to reflect the approximately 20% discount to market value at which
the Daimler-Benz Ordinary Shares and Daimler-Benz ADSs were sold in the 
    Rights Offering. See "Summary--Recent Developments--Special Distribution and
Rights Offering."                                                       

(5)   The 1997 amounts of basic and diluted Daimler-Benz Historical earnings per
Ordinary Share/ADS include special non-recurring tax benefits of DM 9.26
   ($5.14) and DM 9.04 ($5.02) per Ordinary Share, respectively. See Note 3 to
"Selected Historical and Pro Forma Combined Financial Data--Selected    
 Historical Financial Data of Daimler-Benz." Excluding these tax benefits,
    the Daimler-Benz Historical basic and diluted earnings per Ordinary Share in
    1997 would have been DM 6.04 ($3.35) and DM 5.97 ($3.30) per Ordinary Share,
  respectively, the DaimlerChrysler Pro Forma basic and diluted earnings per
  Ordinary Share in 1997 would have been DM 7.53 ($4.18) and DM 7.47 ($4.14)
per Ordinary Share, respectively, and the DaimlerChrysler Pro Forma for 
   Chrysler Stockholders basic and diluted earnings per Ordinary Share in 1997
would have been DM 4.69 ($2.60) and DM 4.66 ($2.58) per Ordinary Share. 

(6)   See "Summary--Recent Developments--Special Distribution and Rights        
Offering."                                                              

(7)   For purposes of calculating combined pro forma per share data, it has been
    assumed that each share of Chrysler Common Stock is exchanged for .6235 of a
DaimlerChrysler Ordinary Share, each Daimler-Benz Ordinary Share is     
   exchanged for one DaimlerChrysler Ordinary Share, and each Daimler-Benz ADS
is exchanged for one DaimlerChrysler Ordinary Share.                    

(8)   See "Dividends" for information with respect to the expected dividend     
policy of DaimlerChrysler AG.                                           

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DIVIDENDS 

   Dividends will be proposed by the DaimlerChrysler Supervisory Board and the
DaimlerChrysler Management Board, based on the year-end unconsolidated financial
statements of DaimlerChrysler AG, and will be approved in respect of the prior  
year at the annual general meeting of DaimlerChrysler AG stockholders. It is    
anticipated that the annual general meeting will be convened during the second  
quarter of each year. Holders of record of DaimlerChrysler Ordinary Shares on   
the date of the general meeting of stockholders at which a dividend is declared 
are entitled to receive payment in full of the dividend declared in respect of  
the year for which it is declared, less any amounts required to be withheld on  
account of taxes or other governmental charges. Cash dividends payable to such  
holders will be paid in marks (or, following the changeover by DaimlerChrysler  
AG to the Euro, in Euros) and, for purposes of distribution to holders of       
DaimlerChrysler Ordinary Shares in the United States, will be converted by the  
U.S. Transfer Agent into dollars, at the holder's election. The dollar amount of
dividends received by holders of DaimlerChrysler Ordinary Shares may be affected
by fluctuations in exchange rates. See "Description of DaimlerChrysler Ordinary 
Shares--Dividends and Other Distributions." The following table sets forth the  
annual dividends paid per Daimler-Benz Ordinary Share in marks, and the dollar  
equivalent, for each of the years indicated:                                    

                                                        [Enlarge/Download Table]

                                                                             Dividend Paid Per  
                                                                                Daimler-Benz    
Year Ended December 31                                                       Ordinary Share(1)  
--------------------------------------------------------------------------  --------------------
                                                                                                
1993......................................................................  DM   0.78  $    0.47
1994......................................................................       1.08       0.75
1995......................................................................         --         --
1996......................................................................       1.08       0.63
1997......................................................................       1.57       0.87

------------------------                                                        

(1)   Effective as of July 1, 1996, the nominal value of the Daimler-Benz       
   Ordinary Shares was reduced to DM 5 per share from the previous level of DM
    50 per share. This reduction had the effect of a 10 for 1 stock split, which
    in turn reduced the price at which one Daimler-Benz Ordinary share trades to
  1/10 of the price at which it previously traded. In addition, Daimler-Benz
 Ordinary Shares and Daimler-Benz ADSs were offered on a pro rata basis to
  current Daimler-Benz stockholders in the Rights Offering at a 20% discount
  from the market value, which has been treated as an approximately 2% stock
split. The dividend amounts in the above table have been recalculated to
    reflect this change. The mark dividend amounts are translated solely for the
convenience of the reader into dollars at the Noon Buying Rate on the   
    dividend payment date, which typically occurred during the second quarter of
the following year.                                                     
------------------------------

  Subject to stockholder approval, dividends are expected to be declared and
paid annually by DaimlerChrysler AG, although there can be no assurance as to   
the particular amounts that would be paid from year to year. The payment of     
future dividends will depend upon DaimlerChrysler AG's earnings, financial      
condition (including its cash needs), future earnings prospects and other       
factors. Dividends paid by DaimlerChrysler AG must be recommended by the        
DaimlerChrysler Management Board and the DaimlerChrysler Supervisory Board and  
approved by the stockholders of DaimlerChrysler AG at the annual general        
meeting. The Daimler-Benz Management Board and the Chrysler Board have          
determined, and the prospective DaimlerChrysler Management Board has indicated  
its concurrence, that an appropriate dividend policy for DaimlerChrysler AG     
under current business and economic conditions would result in DaimlerChrysler  
AG paying approximately the same annual dividend amount currently paid to       
Chrysler stockholders (after giving effect to the change in share ownership     
resulting from the U.S. Exchange Ratio).                                        

For a discussion of the Special Distribution, see "Summary--Recent      
Developments--Special Distribution and Rights Offering."                        

    For a discussion of certain U.S. and German tax consequences with respect to
the payment of dividends, see "The Transactions--Certain Tax                    
Consequences--Certain Tax Consequences of Holding DaimlerChrysler Ordinary      
Shares."                                                                        

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THE CHRYSLER SPECIAL MEETING

Place, Date and Time                                                            

  The enclosed proxy is solicited by and on behalf of the Chrysler Board for
use at the Chrysler Special Meeting which will be held at the Hotel du Pont,    
11th and Market Streets, Wilmington, Delaware, on September 18, 1998, commencing
at 9:00 a.m., local time.                                                       

Purpose of the Chrysler Special Meeting                                         

    The purpose of the Chrysler Special Meeting is to consider and vote upon the
Chrysler Merger Proposal and to transact any other business that is properly    
brought before the Chrysler Special Meeting.                                    

Record Date                                                                     

  The Chrysler Board has fixed the close of business on July 20, 1998 as the
Chrysler Record Date for the determination of stockholders entitled to notice of
and to vote at the Chrysler Special Meeting. Only holders of record of Chrysler 
Common Stock at the close of business on the Chrysler Record Date will be       
entitled to notice of and to vote at the Chrysler Special Meeting. As of the    
Chrysler Record Date, there were issued and outstanding and entitled to vote    
647,304,195 shares of Chrysler Common Stock.                                    

Proxies                                                                         

Shares of Chrysler Common Stock represented by properly executed proxies
(including proxies authorized by telephone or Internet) received in time for the
Chrysler Special Meeting will be voted at the Chrysler Special Meeting in the   
manner specified on the proxy. Proxies that are properly executed but do not    
contain instructions will be voted "FOR" approval and adoption of the Chrysler  
Merger Proposal and any proposal to postpone or adjourn the Chrysler Special    
Meeting (the "Adjournment Proposal"), if proposed by the Chrysler Board. It is  
not expected that any matter other than the Chrysler Merger Proposal and, if    
proposed by the Chrysler Board, the Adjournment Proposal will be brought before 
the Chrysler Special Meeting, but, if other matters are properly presented, the 
persons named in such proxy will have authority to vote in accordance with their
judgment on any other matter, including without limitation, any proposal        
otherwise concerning the conduct of the Chrysler Special Meeting.               

  If you are a Chrysler stockholder, your proxy card represents the Chrysler
Common Stock you own of record and, if you are a participant in Chrysler's      
dividend reinvestment plan, any whole shares of Chrysler Common Stock held in   
your dividend reinvestment plan account. If you are a Chrysler employee, your   
proxy card also serves as voting instructions to the trustee for any Chrysler   
Common Stock held on your behalf under an employee benefit plan. Plan trustees  
will vote the shares for which no proxy card or instructions are received in the
same proportion as the shares for which instructions are received, excluding any
shares the trustees have been instructed not to vote.                           

Revocation of Proxies                                                           

  Any stockholder voting by proxy may revoke the proxy at any time before it
is voted at the meeting, by giving written notice of revocation to Chrysler, by 
mailing to Chrysler a later dated proxy which is received by Chrysler prior to  
the Chrysler Special Meeting, by voting again by telephone or Internet or by    
voting in person at the Chrysler Special Meeting.                               

Required Vote                                                                   

    All voting rights for the Chrysler Special Meeting are vested exclusively in
the holders of Chrysler Common Stock as of the Chrysler Record Date, with each  
share held of record on that date entitled to one vote on any matter that may   
properly come before the Chrysler Special Meeting. The affirmative vote of a    
majority of the shares of Chrysler Common Stock outstanding on the Chrysler     
Record Date is required to approve and adopt the Chrysler Merger Proposal. Under
NYSE rules, brokers and nominees are precluded from exercising                  

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their voting discretion on the Chrysler Merger Proposal and, for this reason,   
absent specific instructions from the beneficial owner of the shares, are not   
permitted to vote such shares thereon. Because the affirmative vote of a        
majority of the shares of Chrysler Common Stock outstanding as of the Chrysler  
Record Date is required for approval of the Chrysler Merger Proposal, an        
abstention or broker non-vote will have the effect of a vote against the        
approval and adoption of the Chrysler Merger Proposal. Any other matter properly
brought before the meeting (including the Adjournment Proposal, if proposed by  
the Chrysler Board) will be approved if a majority of the votes cast are in     
favor of such matter. Abstentions and broker non-votes are not counted as votes 
cast and will not be counted in determining whether any such other matter is    
approved.                                                                       

If you are a Chrysler employee, your proxy card also serves as voting   
instructions to the trustee for any Chrysler Common Stock held on your behalf   
under an employee benefit plan. Plan trustees will vote the shares for which no 
proxy card or instructions are received in the same proportion as the shares for
which instructions are received, excluding any shares the trustees have been    
instructed not to vote.                                                         

Security Ownership of Management                                                

   As of July 20, 1998, directors and executive officers of Chrysler and their
affiliates as a group beneficially owned 8,211,204 shares of Chrysler Common    
Stock (approximately 1.26% of the Chrysler Common Stock then outstanding)       
including 6,805,399 shares under option. Chrysler expects that all of such      
directors and executive officers will vote their shares (other than shares under
option) in favor of the Chrysler Merger Proposal.                               

Stockholder Agreement                                                           

Tracinda Corporation, a Nevada corporation, and Mr. Kirk Kerkorian have 
entered into the Chrysler Stockholder Agreement with Chrysler and Daimler-Benz  
pursuant to which Tracinda has agreed to vote all of the shares of Chrysler     
Common Stock owned by it in favor of the approval and adoption of the Chrysler  
Merger Proposal. As of July 30, 1998, Tracinda beneficially owned 71,753,992    
shares of Chrysler Common Stock, representing approximately 11% of the          
outstanding shares of Chrysler Common Stock on the Chrysler Record Date. This   
description of the Chrysler Stockholder Agreement is qualified by reference to  
the Chrysler Stockholder Agreement, which is filed as an exhibit to the         
Registration Statement and is incorporated herein by reference. See "Ownership  
of Chrysler Common Stock--Beneficial Ownership of Certain Stockholders."        

Quorum                                                                          

The DGCL, the Certificate of Incorporation of Chrysler, the By-laws of  
Chrysler and the Exchange Act contain requirements governing the actions of     
Chrysler at the Chrysler Special Meeting. According to the By-laws of Chrysler, 
holders of a majority of the shares of Chrysler Common Stock outstanding on the 
Chrysler Record Date must be present in person or by proxy at the Chrysler      
Special Meeting to constitute a quorum. Abstentions and broker non-votes are    
counted as present or represented for purposes of determining a quorum for the  
Chrysler Special Meeting.                                                       

Solicitation of Proxies                                                         

Chrysler will bear the cost of the solicitation of proxies from its     
stockholders, except that Chrysler and Daimler-Benz will share equally the cost 
of printing and mailing this Proxy Statement/Prospectus. In addition to         
solicitation by mail, the directors, officers and employees of Chrysler and its 
subsidiaries may solicit proxies from Chrysler stockholders in person, by       
telephone or telegram, or electronically. Such directors, officers and employees
will not be additionally compensated for such solicitation but may be reimbursed
for out-of-pocket expenses in connection therewith. Arrangements will also be   
made with brokerage houses and other custodians, nominees and fiduciaries for   
the forwarding of solicitation materials to the beneficial owners of shares held
of record by such persons, and Chrysler will reimburse such custodians, nominees
and fiduciaries for their reasonable out-of-pocket expenses in connection       
therewith.                                                                      

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Georgeson & Company Inc. will assist in the solicitation of proxies by  
Chrysler for a fee of $25,000 plus reasonable out-of-pocket expenses. If you    
require additional copies of either this Proxy Statement/Prospectus or the      
Chrysler proxy card, or if you have questions, please contact Georgeson &       
Company Inc. at 1-800-223-2064 (toll free).                                     

Miscellaneous                                                                   

  Representatives of Deloitte & Touche LLP, Chrysler's independent auditors,
are expected to be present at the Chrysler Special Meeting. Such representatives
will have an opportunity to make a statement if they desire to do so and are    
expected to be available to respond to appropriate questions.                   

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THE DAIMLER-BENZ SPECIAL MEETING

Place, Date and Time                                                            

  The Daimler-Benz Special Meeting will be held at the Hanns-Martin Schleyer
Halle, Stuttgart, Germany, on September 18, 1998 commencing at 10:00 a.m., local
time.                                                                           

Purpose of the Daimler-Benz Special Meeting                                     

    The purpose of the Daimler-Benz Special Meeting is to consider and vote upon
the Daimler-Benz Business Combination Proposal.                                 

Shares Entitled to Vote                                                         

  Only holders of Daimler-Benz Voting Shares on the date of the Daimler-Benz
Special Meeting will be entitled to vote at the Daimler-Benz Special Meeting.   
There are no quorum requirements for the Daimler-Benz Special Meeting. As of    
June 30, 1998, there were 569,340,329 Daimler-Benz Voting Shares issued and     
outstanding. Holders of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs will 
receive a separate mailing with respect to the Daimler-Benz Special Meeting.    

Required Vote                                                                   

All voting rights for the Daimler-Benz Special Meeting are vested       
exclusively in the holders of Daimler-Benz Voting Shares as of the date of the  
Daimler-Benz Special Meeting, with each holder of a Daimler-Benz Voting Share on
that date entitled to cast one vote for every share held by such stockholder;   
PROVIDED, holders of Daimler-Benz Ordinary Shares comply with the requirements  
of the German Stock Corporation Law (AKTIENGESETZ) and the Daimler-Benz         
Memorandum and Articles of Association (SATZUNG) with respect to the deposit of 
such holders' Daimler-Benz Ordinary Shares in a blocked account and to the      
voting of such securities, and holders of Daimler-Benz ADSs comply with the     
requirements imposed by the Depositary for the Daimler-Benz ADSs, with respect  
to the deposit of such holders' Daimler-Benz ADSs in a blocked account and to   
the voting of such securities. The affirmative vote of 75% of the Daimler-Benz  
Voting Shares represented at the Daimler-Benz Special Meeting is required to    
approve and adopt the Daimler-Benz Business Combination Proposal.               

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THE TRANSACTIONS

Background of the Transactions                                                  

In mid-January 1998, Jurgen E. Schrempp, Chairman of the Daimler-Benz   
Management Board, visited Robert J. Eaton, Chairman and Chief Executive Officer 
of Chrysler, while Mr. Schrempp was attending the Detroit International Auto    
Show. Mr. Schrempp discussed with Mr. Eaton some of his thoughts about the      
likelihood of consolidation in the worldwide automotive industry and suggested  
it might be mutually beneficial if Daimler-Benz and Chrysler were to consider   
the possibility of a business combination. Mr. Eaton indicated that Chrysler had
been conducting its own studies of the industry and had similar views of the    
likely direction it would be taking. Mr. Eaton indicated that he would telephone
Mr. Schrempp in response to his inquiry within the next couple of weeks. Toward 
the end of January, Mr. Eaton telephoned Mr. Schrempp to suggest a meeting early
in February.                                                                    

On February 5, 1998, the Chrysler Board was briefed on the discussion   
between Messrs. Schrempp and Eaton.                                             

    On February 12, 1998, Mr. Eaton and Gary C. Valade, Executive Vice President
and Chief Financial Officer of Chrysler, met with Mr. Schrempp and Dr. Eckhard  
Cordes, Daimler-Benz Management Board Member responsible for Corporate          
Development and Directly Managed Businesses, to discuss the possibility of      
combining Daimler-Benz and Chrysler. Following a discussion concerning, among   
other things, the consolidation likely to take place in the automotive industry 
and the complementary nature of their companies' respective product lines and   
markets, they decided to consult with their respective financial advisors and to
meet again on February 18, 1998. Messrs. Schrempp and Eaton believed industry   
consolidation was likely because of industry overcapacity and the potential     
benefits of combining automotive companies arising from joint product design,   
development and manufacturing, combined purchasing, other economies of scale and
brand expansion and diversification. In discussing the possibility of a business
combination between Daimler-Benz and Chrysler, they considered it essential that
their respective companies play a leading role in this process of expected      
industry consolidation and choose a partner with optimal strategic fit. In this 
respect, both the timing of the proposed business combination and the selection 
of the parties thereto were considered highly appropriate in order to secure and
strengthen their respective market positions.                                   

On February 17 and 18, 1998, Drs. Cordes and Rudiger Grube, Director of 
Corporate Strategy and Planning for Daimler-Benz, and representatives of Goldman
Sachs met with Messrs. Valade, Thomas P. Capo and William J. O'Brien, Vice      
President and Treasurer, and Vice President and General Counsel of Chrysler,    
respectively, and representatives of CSFB, financial advisor to Chrysler, to    
discuss the combination of the two companies generally and, specifically,       
various transaction structures. During the course of that week and the next     
week, representatives of Chrysler, CSFB and Debevoise & Plimpton, United States 
counsel to Chrysler ("Debevoise"), met with representatives of Goldman Sachs,   
Skadden, Arps, Slate, Meagher & Flom LLP, United States counsel to Daimler-Benz 
("Skadden, Arps"), and Shearman & Sterling, German counsel to Daimler-Benz      
("Shearman"). During the course of these discussions and thereafter,            
representatives of Chrysler stated that it was important to Chrysler that any   
potential transaction maximize value for its stockholders, that it be tax-free  
to Chrysler's U.S. stockholders and tax efficient for DaimlerChrysler AG, that  
it have the post-merger governance structure of a "merger-of-equals," that it   
have the optimal ability to be accounted for as a pooling-of-interests, that it 
result in the combination of the respective businesses of Daimler-Benz and      
Chrysler into one public company and that it limit any post-effective           
contingencies arising out of the Transactions, including limiting any rights    
that might result from a German valuation proceeding (SPRUCHVERFAHREN).         
Representatives of Daimler-Benz indicated that it was important to Daimler-Benz 
that any potential transaction maximize value for its stockholders, that it be  
tax-free to Daimler-Benz' German stockholders and tax efficient for             
DaimlerChrysler AG and that the surviving entity of any combination be a German 
stock corporation, thereby enhancing the likelihood of acceptance of the        
Transactions by all important constituencies of Daimler-Benz. During these      
meetings, various tax, corporate and management issues were discussed with a    
view to developing a transaction structure that would accommodate the parties'  
objectives.                                                                     

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On March 2, 1998, Mr. Schrempp and Dr. Cordes met with Messrs. Eaton and
Valade in Lausanne, Switzerland, to discuss governance and business             
organizational structures for a possible combined entity. The organizational    
issues discussed by the parties included, among other things, the impact of the 
jurisdiction of incorporation of the combined company on its corporate          
governance, the composition of the combined company's management and the most   
effective way to foster the integration of the two business organizations. Over 
the course of their discussions, the parties considered various alternative     
transaction structures for the combination of the two enterprises, including    
through (1) a newly-incorporated U.S. company, (2) a company incorporated in The
Netherlands and (3) either a newly organized German AKTIENGESELLSCHAFT or       
Daimler-Benz itself. The simplest structural solution, a direct merger of       
Daimler-Benz and Chrysler, was not possible under German law. The parties       
believed that the structure for the Transactions was the preferable alternative 
to a combination through a newly-incorporated U.S. company or a company         
incorporated in The Netherlands because this structure was believed to be the   
most tax efficient for the combined entity on an ongoing basis, could be        
tax-free to Chrysler's U.S. stockholders and to Daimler-Benz' German            
stockholders and was the only structure which would enable the elimination of   
all minority stockholders of Daimler-Benz and Chrysler thereby creating a parent
corporation with one group of stockholders holding a single publicly traded     
equity security. The structure for the Transactions was therefore selected      
because it best achieved both parties' objectives.                              

 On March 5, 1998, the Chrysler Board was updated concerning the status of
the discussions with Daimler-Benz.                                              

  Mr. Valade and Dr. Cordes met on March 6, 1998, to discuss the progress of
their respective working teams. They concluded that the working teams should    
continue to meet in an effort to refine the structural alternatives then under  
discussion. In addition, Mr. Valade requested that Daimler-Benz provide Chrysler
with its preliminary thoughts on valuation.                                     

On March 5 and 17 representatives from each party's legal and investment
banking teams met in New York to continue their discussion with respect to      
alternative transaction structures. On March 19, representatives of Chrysler and
CSFB met with representatives of Daimler-Benz and Goldman Sachs to discuss      
valuation matters.                                                              

On March 23, the Chrysler Board was updated concerning the status of    
discussions with Daimler-Benz. On March 26, representatives of Chrysler and     
Daimler-Benz met at the offices of CSFB to discuss the progress of the working  
teams, valuation analyses, governance and structural matters.                   

On April 7, the Chrysler Board was updated concerning the status of     
discussions with Daimler Benz. On April 9, at a meeting in London, Messrs.      
Schrempp and Eaton agreed that the valuations and preliminary views on the      
transaction structure being discussed were approaching a point where they could 
each recommend them to their respective Boards, and they discussed a governance 
structure for the combined company. During late March and the month of April,   
the legal and investment banking teams, including representatives of the law    
firm of Bruckhaus Westrick Heller Lober, German counsel to Chrysler, continued  
to discuss and refine their analysis with respect to the appropriate business   
combination structure.                                                          

  Major points of discussion during that period and thereafter involved: (a)
valuation, particularly in light of the fact that Daimler-Benz shares have had a
higher price/earnings multiple than Chrysler's, although Chrysler has had higher
earnings; (b) identifying a governance structure that would take into account   
the parties' goal of incorporating the best U.S. and German practices; (c)      
finding a structure that would (i) result in a tax-free transaction in the      
United States and Germany for both companies' stockholders and result in ongoing
tax efficiency, (ii) involve one publicly traded class of equity security, (iii)
minimize the risk of non-consummation, and (iv) create the possibility that the 
Transactions would be accounted for as a pooling-of-interests under U.S. GAAP;  
(d) determining how best to meet the requirements of a cross-border transaction 
between a U.S. corporation and a German stock corporation; and (e) creating a   
management organization for the combined company that achieves a meaningful     
sharing of management roles consistent with the parties' conception of the      
Transactions as a "merger of equals."                                           

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The parties recognized that acceptance of the Transactions by important 
constituencies of Daimler-Benz (including German stockholders, employees and    
management) would be enhanced if the combined parent company were a German stock
corporation (AKTIENGESELLSCHAFT) because such constituencies were familiar and  
comfortable with that form of organization. Consequently, the parties decided   
that a new company organized under the laws of the Federal Republic of Germany  
should be the new public parent company and that the Transactions would be the  
best means to accomplish the parties' objectives for a business combination     
transaction, including implementing a merger of equals combining both companies'
businesses, stockholder groups, managements and other constituencies, and       
further that the governance structure that had been discussed would be an       
appropriate management structure for the combined company in the future.        

On April 7, 1998, Mr. Schrempp and Dr. Cordes presented the Daimler-Benz
Management Board with an overview of the discussions with Chrysler regarding a  
potential transaction.                                                          

  On April 16, 1998, Mr. Schrempp and Dr. Cordes discussed the status of the
proposed Chrysler transaction with Mr. Hilmar Kopper, the Chairman of the       
Daimler-Benz Supervisory Board (AUFSICHTSRAT), and on April 19, 1998, Mr.       
Schrempp and Dr. Cordes gave a detailed presentation of the transaction to the  
Daimler-Benz Management Board.                                                  

  On April 21, 1998, Messrs. Eaton and Valade met with Mr. Schrempp and Drs.
Cordes and Grube to refine their thinking with respect to, among other things,  
valuation and key governance and management positions. In addition, they agreed 
that the working teams should work with the objective of completing all elements
necessary to announce a transaction on May 7, 1998.                             

Between April 23 and May 6, 1998, members of the working teams met at   
various times to negotiate the Combination Agreement and related documentation. 
On April 22 and 29, the Chrysler Board was updated concerning the status of     
discussions with Daimler-Benz. On May 3, 1998, the Daimler-Benz Management Board
met to review the Transactions and unanimously approved the Combination         
Agreement and the Transactions.                                                 

At meetings on May 5 and May 6, the Chrysler Board reviewed the proposed
Combination Agreement and the Transactions. At the May 6, 1998 meeting the      
Chrysler Board unanimously approved the Combination Agreement and the           
Transactions. On May 6, 1998, the Daimler-Benz Supervisory Board met in         
Stuttgart and received a full briefing and the recommendation of the Management 
Board with respect to the proposed Combination Agreement. Although no resolution
was proposed at the meeting, there was substantial discussion and several       
members indicated their general satisfaction with the proposed transaction. The 
discussion at the meeting focused on the reasons for the business combination   
including, among other things, general consolidation in the automotive industry 
and the strong potential for synergies between the constituent companies, the   
company profile of Chrysler, the transaction structure, organizational issues   
relating to the structure and composition of the DaimlerChrysler Management     
Board and Supervisory Board and the prospects for enhancing the value of the    
combined entity in the future. The Daimler-Benz Supervisory Board scheduled a   
second meeting on May 14, 1998, to consider and vote on the proposed Combination
Agreement.                                                                      

On May 6, in response to newspaper stories about discussions between    
Chrysler and Daimler-Benz, the companies announced that they were in            
discussions.                                                                    

Late in the evening of May 6, 1998, in London, all constituent parties  
signed the Combination Agreement. In the morning of May 7, the signing of the   
Combination Agreement was publicly announced.                                   

    On May 14, 1998, the Daimler-Benz Supervisory Board unanimously approved the
Combination Agreement and the Transactions.                                     

    In July 1998, the parties discussed how best to maximize the likelihood that
the Minimum Condition to the Daimler-Benz Exchange Offer would be satisfied in  
order to enable the Transactions to be accounted for as a pooling-of-interests. 
Both parties believe this accounting treatment is desirable because purchase    
accounting would cause reported earnings per share of DaimlerChrysler AG to be  
reduced as a result of the amortization of the excess of purchase consideration 
over the book value of the net assets acquired. The parties decided to          

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increase the likelihood of satisfying the Minimum Condition to the Daimler-Benz 
Exchange Offer by amending the Combination Agreement to provide that the        
Daimler-Benz Exchange Offer Ratio would be 1.005, rather than 1.000, if the     
Minimum Condition is satisfied so that the Transactions can be accounted for as 
a pooling-of-interests.                                                         

Following execution of the Business Combination Agreement, the parties  
concluded that a primary goal of the Transactions was to create a market system 
for the DaimlerChrysler Ordinary Shares which is the most efficient, investor   
friendly and functionally invisible and which is the most liquid and reliable.  
The parties believe that this will translate into a more valuable security and a
more valuable company for the owners of DaimlerChrysler AG. The parties adopted 
the objective of integrating the relevant national systems for share ownership, 
trading and voting in a manner that makes it a matter of indifference to        
investors whether they hold, own, buy or sell shares in Germany, the United     
States or any other national market. Accordingly, it was agreed that            
DaimlerChrysler AG would issue one equity security--DaimlerChrysler Ordinary    
Shares--worldwide in connection with the Transactions.                          

 The changes, reflected in an amendment and restatement of the Combination
Agreement executed by the parties as of July 31, 1998, were presented to and    
approved by the Chrysler Board at a meeting on July 30, 1998 and at a meeting of
the Daimler-Benz Supervisory Board and Daimler-Benz Management Board on July 31,
1998. At the July 30 meeting, the Chrysler Board considered the above described 
benefits of obtaining pooling-of-interests accounting treatment and determined  
that the increased probability of achieving the Minimum Condition so that the   
Transactions could be accounted for as a pooling-of-interests substantially     
outweighed the fact that each Daimler-Benz stockholder would receive a slightly 
higher number of DaimlerChrysler Ordinary Shares if the Minimum Condition were  
satisfied. The Board also determined, for the reasons described above, that it  
would be preferable for DaimlerChrysler AG to issue one class of equity         
securities worldwide, rather than American Depositary Receipts in the U.S. and  
ordinary shares elsewhere.                                                      

Recommendations of the Chrysler Board and Reasons for those Recommendations     

The Chrysler Board was advised of the status of discussions with        
Daimler-Benz at meetings of the Chrysler Board on February 5, March 5, March 23 
and April 22. The Chrysler Board considered the possibility of a transaction    
with Daimler-Benz at meetings on April 7 and April 29, at which meetings        
representatives of CSFB, Chrysler's financial advisors, were present in person  
or by telephone. The proposed transaction and the proposed Combination Agreement
were further reviewed and discussed by the Chrysler Board at meetings on May 5  
and May 6, attended by Chrysler's financial and legal advisors in person or by  
telephone. At the May 6 meeting, the Chrysler Board unanimously determined that 
it was in the best interests of Chrysler and its stockholders to enter into the 
proposed business combination with Daimler-Benz; approved the Combination       
Agreement; and recommended that Chrysler's stockholders approve and adopt the   
Combination Agreement, the Chrysler Merger and the other transactions           
contemplated by the Combination Agreement. The Chrysler Board has unanimously   
approved the Combination Agreement and determined that the transactions         
contemplated by it, including the Chrysler Merger, are fair to and in the best  
interests of Chrysler and Chrysler's stockholders. The Chrysler Board           
unanimously recommends that the stockholders of Chrysler vote FOR the approval  
and adoption of the Combination Agreement and the transactions contemplated     
thereby, including the Chrysler Merger.                                         

   Following are the material factors that led to the foregoing determination,
approval and recommendation by the Chrysler Board:                              

- The likelihood that the automotive industry will undergo significant  
      consolidation, resulting in a smaller number of larger companies surviving
as effective global competitors.                                    

- The Chrysler Board's view that Daimler-Benz was the best partner for a
business combination with Chrysler. While each company was strong by
itself, the combined company would be stronger than either one      
individually, because of the two companies' complementary strengths.
    Daimler-Benz is stronger in luxury and higher end automobiles; Chrysler,
in sport-utility vehicles and minivans;                             

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Daimler-Benz is stronger in Europe; Chrysler, in North America.     
      Daimler-Benz' reputation for engineering complements Chrysler's reputation
     for product development. Moreover, the combined company will have greater
financial strength with which to enter new markets.                 

   - The financial condition, results of operations, business and prospects of
each of Chrysler and Daimler-Benz. The financial condition of both  
companies was strong; the results of operations of both companies   
     reflected profitable operations; the businesses of the two companies were
highly successful, with each operating at or near full capacity     
  manufacturing products that appeal to customers in the relevant market
   sectors; and the prospects of both companies were promising given their
  existing and planned products and their manufacturing and distribution
networks.                                                           

  - The opportunities for significant synergies afforded by a combination of
    Chrysler and Daimler-Benz-- based not on plant closings or lay-offs, but
on such factors as shared technologies, distribution, purchasing and
      know-how. Management expects benefits of $1.4 billion in the first year of
     merged operations, and annual benefits of $3 billion within three to five
years.                                                              

   - The fact that Chrysler's stockholders would be able to participate in the
 combined company's future growth, because Chrysler stockholders would
receive DaimlerChrysler Ordinary Shares.                            

   - The "merger-of-equals" corporate governance structure contemplated by the
  Combination Agreement, which, in the view of the Chrysler Board, means
    that Chrysler's directors and senior management will be in a position to
 help bring about the realization of the enhanced growth prospects and
 synergies expected from the combination of the two companies, for the
benefit of stockholders of DaimlerChrysler AG (including former     
stockholders of Chrysler). See "--Composition of DaimlerChrysler    
Management Board and Integration Committee" and "The Combination    
 Agreement--DaimlerChrysler AG Governance After the Chrysler Effective
Time."                                                              

    - The exchange ratio for the Chrysler Merger, and the fact that the exchange
    ratio implied a market value (based on the closing price of Daimler-Benz
 ADSs on May 5, the last trading day before the parties confirmed that
    discussions were ongoing between them) for each share of Chrysler Common
 Stock reflecting a premium of more than 34% over the closing price of
Chrysler Common Stock on that date.                                 

- The fact that the U.S. Exchange Ratio is a fixed ratio (subject to    
     adjustment for Daimler-Benz' previously announced Rights Offering and the
Special Distribution), which means that Chrysler's stockholders will
    participate in any increase in the market price of Daimler-Benz Ordinary
    Shares between signing and closing (although they would also participate
 in any decrease in the market price of Daimler-Benz Ordinary Shares).

    - The opinion of CSFB, delivered to the Chrysler Board on May 6, that, as of
that date and based upon and subject to the matters set forth in the
opinion, the U.S. Exchange Ratio was fair to the holders of Chrysler
 Common Stock from a financial point of view, and the analyses of CSFB
underlying that opinion.                                            

  - The fact that Chrysler's obligations under the Combination Agreement are
      conditioned upon receipt of a favorable opinion of counsel and ruling from
the IRS, so that the Chrysler Exchange should be tax-free for United
States federal income tax purposes.                                 

- The expectation that the Transactions will be accounted for as a      
pooling-of-interests for financial reporting purposes, although the 
     Chrysler Board recognized that either party could request DaimlerChrysler
  AG to reduce the Minimum Condition to the Daimler-Benz Exchange Offer,
     which would have the effect of causing the transaction to be inconsistent
    with the criteria for pooling-of-interests accounting and, therefore, to
be accounted for as a purchase. The Chrysler Board recognized that  
    purchase accounting treatment would have no impact on cash generation or
on the business logic for the transaction, although it would reduce 
reported earnings because of the need to account for and to amortize
goodwill.                                                           

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  - The terms of the Combination Agreement, including the fact that Chrysler
  could furnish information and conduct negotiations with a third party,
and, after notice to Daimler-Benz, could terminate the Combination  
     Agreement prior to receipt of stockholder approval in order to enter into
     an agreement relating to a Superior Proposal (as hereinafter defined), in
   either case if the Chrysler Board determined, after receiving advice of
    counsel, that failure to do so may result in a breach of fiduciary duty.

- The fact that, based on the most recently reported stockholdings in   
Chrysler and Daimler-Benz, no one stockholder would control         
 DaimlerChrysler AG or be in a position by itself to block the sale of
DaimlerChrysler AG following closing of the business combination.   

   - The fact that Chrysler's largest stockholder, Tracinda, and Daimler-Benz'
    largest stockholder, Deutsche Bank AG, had each indicated its support of
the proposed transaction.                                           

While the Chrysler Board considered each of the foregoing factors in    
reaching its determination, different directors may have attached different     
importance to different factors. In view of the number and wide variety of      
factors considered in connection with its evaluation of the Transactions, the   
Chrysler Board did not consider it practicable, nor did it attempt, to assign   
relative weight to the specific factors considered in reaching its              
determination.                                                                  

In addition to these factors, all of which supported the decision of the
Chrysler Board to recommend the Chrysler Merger, the Chrysler Board also        
recognized that certain members of the Chrysler Board and of Chrysler management
have interests in the Transactions that are in addition to and may be different 
from the interests in the Chrysler Merger of holders of Chrysler Common Stock,  
including employment agreements with Chrysler, severance benefits, accelerated  
vesting of stock options and other stock-based awards, employment agreements    
with DaimlerChrysler AG (in the case of the Chrysler senior officers who are to 
become members of the DaimlerChrysler Management Board) and interests in certain
Chrysler benefit plans, and, in the case of Mr. Eaton, an increase in pension   
benefits intended to encourage Mr. Eaton to remain in DaimlerChrysler AG's and  
Chrysler's employ following the Chrysler Merger. See "--Interests of Certain    
Persons in the Chrysler Merger."                                                

In addition, the Chrysler Board considered a number of potential risks  
relating to the Transactions, including:                                        

- the difficulties inherent in integrating two large enterprises with   
     geographically dispersed operations, incorporated in different countries;

   - the risk that the synergies and benefits sought in the Transactions might
not be fully achieved;                                              

- the risk that the Transactions would not be consummated;              

  - the risks associated with a possible post-closing German valuation award
proceeding (SPRUCHVERFAHREN); and                                   

- the substantial expenses expected to be incurred by Chrysler and by   
Daimler-Benz in connection with the Transactions.                   

The Chrysler Board believed that these potential risks and disadvantages
were greatly outweighed by the potential benefits anticipated from the          
Transactions. See "Risk Factors."                                               

    The Chrysler Board believed that a combination with Daimler-Benz represented
a unique strategic opportunity for Chrysler and its stockholders, who could     
continue to participate as stockholders in the combined company. In addition,   
the terms of the Combination Agreement permit Chrysler to negotiate and accept a
Superior Proposal (as hereinafter defined). Therefore, the Chrysler Board did   
not seek a transaction with any other company.                                  

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Opinion of Financial Advisor of Chrysler                                        

Chrysler retained CSFB to act as its exclusive financial advisor in     
connection with the Chrysler Merger based upon CSFB's experience and expertise. 
On May 6, 1998, CSFB delivered to the Chrysler Board its oral opinion,          
subsequently confirmed in writing, that, based upon and subject to the factors  
and assumptions set forth therein, as of such date, the U.S. Exchange Ratio was 
fair from a financial point of view to the holders of Chrysler Common Stock.    
CSFB subsequently delivered to the Chrysler Board its written opinion, dated May
6, 1998 (the "CSFB Opinion"), that, based upon and subject to the factors and   
assumptions set forth therein, as of such date, the U.S. Exchange Ratio was fair
from a financial point of view to the holders of Chrysler Common Stock.         

  At the meeting of the Chrysler Board on July 30, 1998, CSFB orally advised
the Chrysler Board that the change to 1.005 in the Daimler-Benz Exchange Offer  
Ratio and the Daimler-Benz Merger Exchange Ratio if the Minimum Condition is    
satisfied did not affect the CSFB Opinion. The Chrysler Board did not request an
updated opinion from CSFB.                                                      

    THE FULL TEXT OF THE CSFB OPINION, WHICH SETS FORTH THE PROCEDURES FOLLOWED,
ASSUMPTIONS AND QUALIFICATIONS MADE, MATTERS CONSIDERED AND LIMITATIONS ON THE  
REVIEW UNDERTAKEN BY CSFB, IS ATTACHED AS ANNEX B TO THIS PROXY                 
STATEMENT/PROSPECTUS AND IS INCORPORATED HEREIN BY REFERENCE. STOCKHOLDERS OF   
CHRYSLER ARE URGED TO READ THE CSFB OPINION CAREFULLY AND IN ITS ENTIRETY. THE  
CSFB OPINION WAS PROVIDED TO THE CHRYSLER BOARD FOR ITS INFORMATION IN          
CONNECTION WITH ITS CONSIDERATION OF THE TRANSACTIONS AND DOES NOT CONSTITUTE A 
RECOMMENDATION TO ANY CHRYSLER STOCKHOLDER AS TO HOW TO VOTE ON THE CHRYSLER    
MERGER PROPOSAL. THE SUMMARY OF THE CSFB OPINION SET FORTH IN THIS PROXY        
STATEMENT/PROSPECTUS IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT 
OF THE CSFB OPINION SET FORTH IN ANNEX B AND INCORPORATED HEREIN BY REFERENCE.  

In preparing the CSFB Opinion, CSFB performed a variety of financial and
comparative analyses, including those described below. The summary of CSFB's    
analyses set forth below does not purport to be a complete description of the   
analyses underlying the CSFB Opinion or the presentation made by CSFB to the    
Chrysler Board. The preparation of a fairness opinion is a complex analytic     
process involving various determinations as to the most appropriate and relevant
methods of financial analyses and the application of those methods to the       
particular circumstances, and, therefore, such an opinion is not readily        
susceptible to partial analysis or summary description. In arriving at its      
opinion, CSFB did not attribute any particular weight to any analysis or factor 
considered by it, but rather made qualitative judgments as to the significance  
and relevance of each analysis and factor. Accordingly, CSFB believes that its  
analyses must be considered as a whole and that selecting portions of its       
analyses, without considering all analyses, would create an incomplete view of  
the process underlying the CSFB Opinion.                                        

  In performing its analyses, CSFB made numerous assumptions with respect to
Chrysler, Daimler-Benz, industry performance, general business, economic, market
and financial conditions and other matters, many of which are beyond the control
of Chrysler or Daimler-Benz. No company, transaction or business used in such   
analyses as a comparison is identical to Chrysler, Daimler-Benz or the proposed 
Transactions, nor is an evaluation of the results of such analyses entirely     
mathematical; rather, such analyses involve complex considerations and judgments
concerning financial and operating characteristics and other factors that could 
affect the acquisition, public trading or other values of the companies,        
business segments or transactions being analyzed. Any estimates contained in the
analyses performed by CSFB are not necessarily indicative of actual values or   
future results, which may be significantly more or less favorable than suggested
by such analyses. Additionally, estimates of the value of businesses or         
securities do not purport to be appraisals or to reflect the prices at which    
such businesses or securities might actually be sold. Accordingly, such analyses
and estimates are inherently subject to substantial uncertainty. In addition,   
the CSFB Opinion and CSFB's presentation to the Chrysler Board were among       
several factors taken into consideration by the Chrysler Board in making its    
determination to approve the Transactions. Consequently, the CSFB analyses      
described below should not be viewed as, and were not, determinative of the     
opinion of the Chrysler Board or Chrysler's management with respect to the U.S. 
Exchange Ratio or the proposed Transactions.                                    

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In arriving at its opinion, CSFB reviewed certain publicly available    
business and financial information relating to Chrysler and Daimler-Benz, as    
well as a draft of the Combination Agreement. CSFB also reviewed certain other  
information, including financial forecasts, provided to it by Chrysler and      
Daimler-Benz, and met with the managements of Chrysler and Daimler-Benz to      
discuss the business and prospects of Chrysler and Daimler-Benz. CSFB also      
considered certain financial and stock market data of Chrysler and Daimler-Benz,
compared that data with similar data for other publicly held companies in       
businesses similar to those of Chrysler and Daimler-Benz and considered the     
financial terms of certain other business combinations and other transactions   
which have recently been effected. In addition, CSFB considered such other      
information, financial studies, analyses and investigations and financial,      
economic and market criteria that it deemed relevant.                           

 In connection with its review, CSFB did not assume any responsibility for
independent verification of any of the foregoing information and relied on such 
information being complete and accurate in all material respects. With respect  
to financial forecasts, CSFB assumed that they were reasonably prepared on bases
reflecting the best currently available estimates and judgments of the          
managements of Chrysler and Daimler-Benz as to the future financial performance 
of Chrysler and Daimler-Benz. CSFB also assumed, with Chrysler's consent, that  
the Transactions would be consummated in the manner and on the terms set forth  
in the Combination Agreement and that in the course of obtaining the necessary  
legal, regulatory and third party consents and approvals no restrictions would  
be imposed that would have a material adverse effect on the contemplated        
benefits of the Transactions. CSFB was not requested to make, and did not make, 
an independent evaluation or appraisal of the assets or liabilities (contingent 
or otherwise) of Chrysler or Daimler-Benz, nor was it furnished with any such   
evaluations or appraisals. CSFB was not requested to, and did not, solicit third
party indications of interest in acquiring all or any part of Chrysler. No other
limitations were imposed by the Chrysler Board upon CSFB with respect to        
investigations made or procedures followed by CSFB in rendering its opinion. The
CSFB Opinion is necessarily based upon financial, economic, market, exchange    
rate and other conditions as they existed and could be evaluated on the date    
thereof. CSFB did not express any opinion as to what the actual value of the    
DaimlerChrysler Ordinary Shares actually will be when issued to Chrysler's      
stockholders pursuant to the Chrysler Merger or the prices at which the         
DaimlerChrysler Ordinary Shares will trade subsequent to the Chrysler Merger or 
the other Transactions.                                                         

  The following is a summary of the analyses performed by CSFB in connection
with the preparation of the CSFB Opinion.                                       

  COMPARATIVE STOCK PRICE PERFORMANCE ANALYSIS.  CSFB reviewed the per share
daily closing prices of the Chrysler Common Stock and of the Daimler-Benz ADSs  
over the period from May 1, 1997 to May 4, 1998 compared with the performance of
other U.S. and European automobile manufacturers including General Motors       
Corporation, Ford Motor Company, Bayerische Motoren Werke AG, Fiat SpA, PSA     
Peugeot Citroen, Renault SA, Volkswagen AG and Volvo AB. CSFB also reviewed the 
ratios of Chrysler's to Daimler-Benz' high, low and average per share daily     
closing stock prices for the twelve month period ending May 4, 1998, as well as 
the closing stock prices on May 4, 1998, and computed the premium or discount of
the U.S. Exchange Ratio in relation to the aforementioned prices. The ratios of 
the various stock prices of Chrysler to Daimler-Benz for the period ending May  
4, 1998 ranged from 0.398 to 0.477, and CSFB observed that the U.S. Exchange    
Ratio represented a premium ranging from approximately 15% to 37% over those    
ratios.                                                                         

 EQUITY ANALYST PRICE TARGETS ANALYSIS.  CSFB reviewed the per share price
targets of the Chrysler Common Stock and of the Daimler-Benz ADSs from selected 
investment research reports. CSFB also reviewed the ratios of Chrysler's to     
Daimler-Benz' target stock prices and computed the premium or discount of the   
U.S. Exchange Ratio in relation to the aforementioned ratios. The ratio of      
target stock prices of Chrysler to Daimler-Benz was 0.471 for the mean price    
targets, and CSFB observed that the U.S. Exchange Ratio represented a premium of
approximately 16% over that ratio.                                              

 CHRYSLER DISCOUNTED CASH FLOW ANALYSIS.  CSFB performed a discounted cash
flow analysis for fiscal years 1998 to 2002 to estimate the present value of the
stand-alone unlevered free cash flows that Chrysler is                          

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expected to generate if Chrysler performs in accordance with scenarios based on 
certain financial forecasts. For purposes of this analysis, unlevered free cash 
flows were defined as unlevered net income plus depreciation plus amortization  
less capital expenditures less investment in working capital.                   

  CSFB performed its analyses based on financial forecasts provided to it by
Chrysler for two separate business scenarios: a base case (the "Chrysler Base   
Case") and a sensitivity case (the "Chrysler Sensitivity Case"). The Chrysler   
Base Case reflects Chrysler's current business plan, including Chrysler         
management forecasts for fiscal years 1998 through 2002. The Chrysler           
Sensitivity Case includes management's adjustments to the Chrysler Base Case to 
provide for an industry downturn, lower market share and higher sales           
incentives.                                                                     

   The Chrysler Base Case projections included (i) projected revenues of $63.7
billion, $71.1 billion, $71.2 billion, $76.4 billion and $80.5 billion in 1998, 
1999, 2000, 2001 and 2002 and (ii) projected net income of $3.1 billion, $3.3   
billion, $3.3 billion, $4.1 billion and $4.9 billion in 1998, 1999, 2000, 2001  
and 2002.                                                                       

   Chrysler informed CSFB that the Chrysler Base Case projection were based on
several significant assumptions. The Chrysler Base Case projections are         
influenced significantly by North American vehicle sales, the level of retail   
incentives per unit and the success of new product models. The Chrysler Base    
Case projections assume North American vehicle sales of approximately 16.6      
million in 1998 and remaining relatively constant through 2002. The assumed     
level of retail incentives in 1998 was approximately $1,250 per unit with slight
increases in the incentive levels for 1999 and 2000 during the launch of new    
models and declines in incentive levels during 2001 and 2002 after the          
successful launch of the new models.                                            

CSFB calculated terminal values for Chrysler by applying a range of     
multiples of earnings before interest, taxes, depreciation and amortization     
("EBITDA") to the fiscal year 2002 EBITDA from 3.00x to 3.75x in each of the    
above two scenarios. These EBITDA multiples were based on Chrysler's and        
comparable U.S. automobile manufacturers' trading multiples of fiscal year 1997 
EBITDA. The unlevered free cash flow streams and terminal values were then      
discounted using a range of discount rates from 12.5% to 13.5%. The discount    
rate range was selected based on an analysis of Chrysler's weighted average cost
of capital. Based on this analysis, the implied equity values for Chrysler      
ranged from approximately $49 to approximately $58 per fully diluted share of   
Chrysler Common Stock for the Chrysler Base Case and approximately $30 to       
approximately $35 per fully diluted share of Chrysler Common Stock for the      
Chrysler Sensitivity Case.                                                      

DAIMLER-BENZ DISCOUNTED CASH FLOW ANALYSIS.  CSFB performed a discounted
cash flow analysis for fiscal years 1998 to 2002 to estimate the present value  
of the stand-alone unlevered free cash flows that Daimler-Benz is expected to   
generate if Daimler-Benz performs in accordance with scenarios based on certain 
financial forecasts. For purposes of this analysis, unlevered free cash flows   
were defined as unlevered net income plus depreciation plus amortization less   
capital expenditures less investment in working capital.                        

  CSFB performed its analyses based on financial forecasts provided to it by
Daimler-Benz for two separate business scenarios: a base case (the "Daimler-Benz
Base Case") and a sensitivity case (the "Daimler-Benz Sensitivity Case"). The   
Daimler-Benz Base Case reflects Daimler-Benz' current strategic plan, including 
Daimler-Benz management forecasts for fiscal years 1998 through 2000 and        
forecasts developed by CSFB for fiscal years 2001 through 2002 based upon the   
first three years' projected performance. The Daimler-Benz Sensitivity Case was 
developed by CSFB after discussions with Daimler-Benz management to reflect     
adjustments to the Daimler-Benz Base Case to provide for slower sales growth and
lower operating margin expansion.                                               

  CSFB was informed by Daimler-Benz that the Daimler-Benz Base Case included
projections of each of its major operating segments. Passenger Cars projections 
included (i) projected revenues of DM59.4 billion, DM66.6 billion and DM69.2    
billion in 1998, 1999 and 2000 and (ii) earnings before interest and taxes      
("EBIT") of DM3.4 billion, DM5.4 billion and DM5.9 billion in 1998, 1999 and    
2000. Commercial Vehicles included (i) projected revenues of DM40.2 billion,    
DM42.4 billion and DM44.2 billion in 1998, 1999 and 2000 and (ii) EBIT of DM1.3 
billion, DM2.1 billion and DM2.3 billion in 1998, 1999 and 2000. DASA           
projections included (i) projected revenues of DM16.0 billion, and DM17.6       
billion and DM17.8 billion in 1998, 1999 and 2000 and                           

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(ii) EBIT of DM0.5 billion, DM1.3 billion and DM1.5 billion in 1998, 1999 and   
2000. Directly Managed Businesses projections included (i) projected revenues of
DM8.4 billion, DM9.9 billion and DM10.9 billion in 1998, 1999 and 2000, debis   
projections included (i) projected revenues of DM17.3 billion, DM20.4 billion   
and DM23.5 billion in 1998, 1999 and 2000 and (ii) EBIT of DM0.5 billion, DM0.7 
billion and DM1.0 billion in 1998, 1999 and 2000. Corporate Eliminations        
projections included (i) projected revenues of DM(5.9) billion, DM(7.2) billion 
and DM(7.4) billion in 1998, 1999 and 2000 and (ii) EBIT of DM(0.5) billion,    
DM(0.4) billion and DM(0.4) billion in 1998, 1999 and 2000.                     

   Daimler-Benz informed CSFB that the Daimler-Benz Base Case projections were
based on several significant assumptions. The growth in Passenger Car revenues  
and EBITDA stem from the assumed successful launch of the new S-class automobile
and the continued growth of the recently introduced C-class and the M-class     
lines. The continued growth in Commercial Vehicle revenues and the increases in 
its EBITDA arise from the assumed improvement in the European truck market and  
the successful launch of its new line of vehicles. The revenue increases for    
DASA are assumed to arise from the high demand in the commercial aircraft       
business and from increased European defense spending while the improvements in 
EBITDA in addition stem from the continued successful implementation of the     
restructuring program of this business segment. The improvement in the Directly 
Managed Businesses is assumed to continue after the successful rationalization  
of the businesses in this segment and the success of recently entered into joint
ventures. The growth in debis' revenues and EBITDA are assumed to track the     
growth of the Passenger Car segment and the continued growth of its             
telecommunication and information technology services.                          

CSFB calculated terminal values for Daimler-Benz by applying a range of 
multiples of EBITDA to the fiscal year 2002 EBITDA from 5.5x to 6.5x for the    
passenger cars business segment; from 5.0x to 7.0x for the commercial vehicles  
business segment; from 8.0x to 10.0x for the aerospace (DASA) business segment; 
from 8.0x to 9.0x for the non-financial services businesses within the debis    
business segment; and from 7.0x to 9.0x for the Directly Managed Businesses     
(DMB) business segment in each of the above two scenarios. These EBITDA         
multiples were based on current comparable companies trading multiples of fiscal
year 1997 EBITDA. CSFB calculated terminal multiples for Daimler Benz' financial
services business within the debis business segment by applying a range of net  
income multiples for the fiscal year 2002 net income from 16.0x to 17.0x. These 
net income multiples were based on current comparable companies (including, in  
the case of the passenger cars segment, comparable European automobile          
companies) trading multiples of fiscal year 1997 net income. The unlevered free 
cash flow streams and terminal values were then discounted using a range of     
discount rates from 9.5% to 10.5% for the passenger cars business segment; from 
9.5% to 10.5% for the commercial vehicles business segment; from 9.0% to 10.0%  
for the aerospace (DASA) business segment; from 11.0% to 13.0% for the financial
services businesses within the debis business segment; from 9.0% to 10.0% for   
the non-financial services businesses within the debis business segment; and    
from 10.0% to 12.0% for the Directly Managed Businesses (DMB) business segment  
in each of the above two scenarios. The discount rate ranges for the business   
segments were selected based on an analysis of the comparable companies'        
weighted average cost of capital. Based on this analysis, the equity values for 
Daimler-Benz ranged from approximately DM 183 to approximately DM 221 ($102 to  
$123 assuming DM/US$ exchange rate of 1.80/1.00) per fully diluted Daimler-Benz 
Ordinary Share for the Daimler-Benz Base Case and approximately DM 143 to       
approximately DM 172 ($79 to $95 assuming DM/US$ exchange rate of 1.80/1.00) per
fully diluted Daimler-Benz Ordinary Share for the Daimler-Benz Sensitivity Case.

    CSFB reviewed the ratios of Chrysler's to Daimler-Benz' discounted cash flow
equity valuation per fully diluted share based on the discounted cash flow      
analysis and computed the premium or discount of the U.S. Exchange Ratio in     
relation to the aforementioned ratios. The ratios of equity valuations per fully
diluted share of Chrysler to Daimler-Benz for the Chrysler Base Case and the    
Daimler-Benz Base Case ranged from 0.472 to 0.480. CSFB observed that the U.S.  
Exchange Ratio represented a premium of approximately 14% to 16% over the ratios
of Chrysler's to Daimler-Benz' discounted cash flow equity valuations per fully 
diluted share.                                                                  

CHRYSLER COMPARABLE COMPANIES ANALYSIS.  Using publicly available       
information, CSFB compared selected financial, operating and stock market data  
for Chrysler to corresponding data of selected companies in the U.S.            

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automobile industry, consisting of General Motors Corporation and Ford Motor    
Company (the "Selected Companies"). This analysis indicated, among other things,
ranges of multiples for the Selected Companies of estimated fiscal 1998 earnings
per share ("EPS") of 8.0x to 9.5x and ranges of multiples for the Selected      
Companies of estimated fiscal 1999 EPS of 8.0x to 9.0x. Applying these multiples
to Chrysler's Base Case and First Call 1998 and 1999 EPS forecasts resulted in  
an implied equity reference range for Chrysler of approximately $40 to          
approximately $50 per fully diluted share of Chrysler Common Stock. First Call  
is a frequently quoted earnings estimate and financial news survey. CSFB did not
review the methodologies or assumptions used by First Call in compiling its     
earnings estimate, and First Call was not asked to consent to the use of its    
name herein.                                                                    

DAIMLER-BENZ COMPARABLE COMPANIES ANALYSIS.  Using publicly available   
information, CSFB compared selected financial, operating and stock market data  
for Daimler-Benz to corresponding data of selected companies in the European    
passenger car industry including Bayerische Motoren Werke AG, Fiat SpA, PSA     
Peugeot Citroen, Renault SA, Volkswagen AG and Volvo AB; in the commercial      
vehicle industry including MAN AG, Navistar International Corporation, Oshkosh  
Truck Corporation, PACCAR Inc., Scania AB and Western Star Trucks Holdings Ltd.;
in the aerospace and defense industry including The Boeing Company, Bombardier  
Inc., British Aerospace Plc, Dassault Aviation SA, Lockheed Martin Corporation, 
Northrop Grumman Corporation, Raytheon Company and Thomson-CSF; and the         
financial services industry including Associates First Capital Corp., Household 
International, Inc., The CIT Group, Inc. and The FINOVA Group Inc. This analysis
indicated respective multiples of estimated fiscal 1998 sales and EBIT of 0.3x  
to 0.5x and 8.1x to 16.8x for European passenger cars; 0.3x to 1.0x and 5.2x to 
11.1x for commercial vehicles; and 0.8x to 1.5x and 7.3x to 15.2x for aerospace 
and defense. For Financial Services, CSFB calculated multiples of book value and
estimated fiscal 1998 net income which ranged from 2.4x to 4.1x and 17.0x to    
22.0x, respectively. Applying these multiples to corresponding financial data of
Daimler-Benz resulted in an implied equity reference range for Daimler-Benz of  
approximately DM 110 to approximately DM 189 ($61 to $105 assuming DM/US$       
exchange rate of 1.80/1.00) per fully diluted Ordinary Share of Daimler-Benz.   

    CSFB reviewed the ratios of Chrysler's to Daimler-Benz' comparable companies
equity valuation per fully diluted share and computed the premium or discount of
the U.S. Exchange Ratio in relation to the aforementioned ratios. The ratios of 
equity valuations per fully diluted share of Chrysler to Daimler-Benz ranged    
from 0.476 to 0.656. CSFB observed that the U.S. Exchange Ratio represented a   
discount of approximately (17%) under, to a premium of approximately 15% over,  
the ratios of Chrysler's to Daimler-Benz' comparable companies equity valuations
per fully diluted share.                                                        

CSFB observed that the implied premium indicated from this analysis was 
consistent with the results of other analyses, but that this analysis also      
indicated the U.S. Exchange Ratio represented a potential discount to the ratios
of Chrysler's to Daimler-Benz' comparable companies equity valuation per fully  
diluted share. CSFB noted this potential discount, but as stated above, this    
analysis was just one of several analyses used by CSFB to reach its fairness    
determination.                                                                  

  PRECEDENT "MERGER-OF-EQUALS" TRANSACTIONS.  CSFB analyzed the Transactions
as a strategic business combination not involving a sale of control of Chrysler 
and, accordingly, reviewed and analyzed the terms, to the extent publicly       
available, of 16 major announced or completed "merger-of-equals" transactions   
(the "Precedent MOE Transactions") in various industry sectors such as          
automotive, telecommunications, utilities, financial services, consumer products
and pharmaceuticals. For each of the Precedent MOE Transactions, CSFB reviewed  
and analyzed the stock price premium/(discount) from each constituent company's 
perspective based on the relevant exchange ratio versus both (i) the market     
exchange ratio one day prior to the announcement of the transaction and (ii) the
market exchange ratio based on the average stock prices for the 20 trading days 
prior to the announcement of the transaction. CSFB also reviewed the pro forma  
ownership of the combined company by each constituent company's stockholder     
base, each constituent company's representation on the board of directors of the
combined company and each constituent company's share of senior management      
positions. CSFB grouped the Precedent MOE Transactions based on whether each    
constituent company had even or uneven representation on the board of directors 
of the combined company. CSFB noted that twelve of                              

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the Precedent MOE Transactions had even representation on the board of directors
of the combined company: (i) BANC ONE CORPORATION and First Chicago NBD         
Corporation; (ii) Travelers Group Inc. and Citicorp; (iii) TransCanada Pipelines
Limited and NOVA Corporation; (iv) The Royal Bank of Canada and Bank of         
Montreal; (v) Union Bank of Switzerland and Swiss Bank Corporation; (vi) CUC    
International Inc. and HFS Incorporated; (vii) Grand Metropolitan PLC and       
Guinness PLC; (viii) Dean Witter Discover & Co. and Morgan Stanley Group Inc.;  
(ix) AXA SA and UPA Group; (x) Autoliv AB and Morton International, Inc.'s      
Automotive Safety Products; (xi) Bell Atlantic Corporation and NYNEX            
Corporation; and (xii) Sandoz Ltd. and Ciba Geigy Group; and that three of the  
Precedent MOE Transactions had uneven representation on the board of directors  
of the combined company: (i) NationsBank Corporation and BankAmerica            
Corporation; (ii) American Electric Power Company Inc. and Central & South West 
Corporation; and (iii) SBC Communications Inc. and Pacific Telesis Group.       

CSFB's analysis indicated that the exchange ratios for the Precedent MOE
Transactions were generally negotiated within a reasonably narrow band around   
the market exchange ratio implied by recent pre-announcement stock market prices
(both using stock prices one day prior to public announcement and over the 20   
trading days prior to public announcement), and that one party to a given       
transaction typically received a modest premium to such pre-announcement stock  
market prices whereas the other party to the transaction received a modest      
discount to such recent pre-announcement stock market prices. For the twelve    
Precedent MOE Transactions where each of the constituent companies had even     
representation on the combined company's board of directors, the premiums ranged
from 0.5% to 21.7% and the discounts ranged from (1.2%) to (13.1%), with the    
premiums and discounts each being less than 15% in seven of the ten transactions
where premiums and discounts could be calculated. For the three Precedent MOE   
Transactions where each of the constituent companies had uneven representation  
on the combined company's board of directors, the premiums ranged from 0.0% to  
39.0% and there were no discounts, with the premiums being less than 15% in only
one of the three transactions. CSFB noted that the U.S. Exchange Ratio resulted 
in the following one-day and average 20-day premiums/(discounts) compared to the
Market Exchange Ratio (as defined below) as of May 4, 1998: premium of 38.0% and
premium of 32.0%, respectively, from Chrysler's perspective. CSFB also noted    
that as a result of the Chrysler Merger, each of Chrysler and Daimler-Benz would
have even stockholder representation on the DaimlerChrysler Supervisory Board   
and would share key senior management positions.                                

   CSFB noted that none of the Precedent MOE Transactions was identical to the
Transactions and that, accordingly, any analysis of the Precedent MOE           
Transactions necessarily involved complex considerations and judgments          
concerning differences in industry dynamics, stock market valuation parameters, 
financial and operating characteristics and various other factors that would    
necessarily affect the U.S. Exchange Ratio as compared to the exchange ratios   
for the Precedent MOE Transactions.                                             

PRO FORMA ANALYSIS.  Based on the Chrysler Base Case forecasts and the  
Daimler-Benz Base Case forecasts, CSFB analyzed the pro forma EPS for           
DaimlerChrysler for fiscal years 1999 and 2000. The analysis showed, on an      
equivalent share basis, the Transactions would lead to pro forma EPS in 1999 and
2000 less than the Chrysler Base Case forecast and greater than the Daimler-Benz
Base Case forecast. While CSFB noted these pro forma EPS effects, CSFB also     
considered the pro forma share price effects. CSFB compared the share prices of 
Chrysler and Daimler-Benz to the theoretical trading value of a DaimlerChrysler 
AG share, on an equivalent share basis, based on the pro forma EPS for          
DaimlerChrysler AG and a range of potential price/earnings multiples based on   
the Chrysler and Daimler-Benz comparable companies analyses. This analysis      
indicated that, on an equivalent share basis, the share price of DaimlerChrysler
AG would be greater than the share prices of Chrysler or Daimler-Benz on a      
stand-alone basis.                                                              

    Pursuant to a letter agreement, dated February 1, 1998, between Chrysler and
CSFB, Chrysler agreed to pay CSFB for services rendered thereunder (i) a fee of 
$15 million, payable upon announcement of the Transactions, (ii) a fee of $20   
million, to be paid upon the closing of the Transactions and (iii) an additional
fee equal to 0.11% of the change in Chrysler's fully diluted equity market value
on December 31, 1997 compared to the fully diluted equity market value of the   
DaimlerChrysler shares received by Chrysler's stockholders in the Chrysler      
Merger to be paid 65 calendar days following the time of closing, subject to a  
maximum of $20 million. Chrysler also agreed to reimburse CSFB for all          
out-of-pocket expenses, including the fees and expenses of its legal counsel and
any other advisor retained by CSFB, resulting from or arising out of the        
engagement. Chrysler                                                            

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further agreed to indemnify CSFB and certain related persons and entities for   
certain losses, claims, damages or liabilities (including actions or proceedings
in respect thereof) related to or arising out of, among other things, its       
engagement as financial advisor. To the extent that Chrysler issues additional  
shares of Chrysler Common Stock in connection with the Transactions, CSFB will  
perform certain investment banking services for Chrysler related thereto and    
receive customary fees for such services.                                       

In the past, CSFB has performed certain investment banking services for 
Chrysler and has received customary fees for such services. CSFB is an          
internationally recognized investment banking and advisory firm. CSFB, as part  
of its investment banking business, is continuously engaged in the valuation of 
businesses and securities in connection with mergers and acquisitions,          
negotiated underwritings, competitive biddings, secondary distributions of      
listed and unlisted securities, private placements and valuations for corporate 
and other purposes. In the ordinary course of business, CSFB and its affiliates 
may actively trade the debt and equity securities of both Chrysler and          
Daimler-Benz for their own accounts and for the accounts of customers and,      
accordingly, may at any time hold a long or short position in such securities.  

Recommendations of the Daimler-Benz Management Board and Reasons for those      
Recommendations                                                             

 The Daimler-Benz Management Board received comprehensive status briefings
concerning discussions with Chrysler at meetings of the Daimler-Benz Management 
Board on April 7 and April 19. On May 3, 1998, the Daimler-Benz Management Board
met to review the Transactions and unanimously approved the Transactions and the
proposed Combination Agreement.                                                 

The Daimler-Benz Management Board has unanimously determined that the   
Daimler-Benz Exchange Offer and the Daimler-Benz Merger are fair to and in the  
best interests of Daimler-Benz and its stockholders. In addition, the           
Daimler-Benz Management Board unanimously resolved to recommend that the        
Daimler-Benz stockholders approve the consummation of the transactions          
contemplated by the Combination Agreement, including the Daimler-Benz Exchange  
Offer, to accept the Daimler-Benz Exchange Offer and tender their shares        
pursuant to the Daimler-Benz Exchange Offer and to approve the Daimler-Benz     
Merger.                                                                         

    The material factors taken into account by the Daimler-Benz Management Board
in reaching such conclusions and formulating its recommendation are set forth   
below:                                                                          

- In light of the likelihood of international consolidation in the      
    automobile industry, automobile companies that consolidate currently are
  likely to enjoy the most attractive prospects for materially enhancing
   their long-term competitive position. The Daimler-Benz Management Board
viewed the combination with Chrysler as an opportunity to strengthen
    Daimler-Benz' competitive position through an immediate expansion of its
     automotive product range to cover virtually the entire market and through
a geographic expansion in the U.S. on the same scale as Daimler-Benz
presently maintains in Europe.                                      

- The proposed combination with Chrysler will create the third largest  
automotive company in the world in terms of revenues, market        
    capitalization and earnings. Daimler-Benz believes that these attributes
     will create a combined company which is stronger and better positioned in
   the marketplace than Daimler-Benz would be as an independent entity. In
      addition, Daimler-Benz believes that the increase in market capitalization
will provide enhanced liquidity for Daimler-Benz stockholders.      

 - The combination with Chrysler will help reduce the risk associated with
the dependency on the premium segment of the automobile market by   
introducing brand diversity.                                        

- The potential short-term synergies in purchasing, distribution and    
  research and development, and the potential long-term synergies in the
development and growth of markets expected from the combination.    
   Daimler-Benz anticipates benefits from the combination of approximately
      $1.4 billion in the first year of combined operations, and annual benefits
of approximately $3 billion within three to five years.             

- With Daimler-Benz' non-automotive businesses, including aerospace,    
services and rail systems, diesel engines and automotive electronics
   operations, the combined company will be a world leader in the areas of
    traffic and transportation. These businesses will continue to be managed
within DaimlerChrysler AG as independent divisions.                 

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 - The Daimler-Benz Management Board's belief that the Daimler-Benz Merger
Exchange Ratio, when considered in light of the U.S. Exchange Ratio,
     conforms in both theory and practice with the relevant generally accepted
   German valuation principles. For a discussion of such applicable German
    valuation principles, see "The Transactions--German Valuation Proceeding
(SPRUCHVERFAHREN)."                                                 

   - The opinion of Goldman Sachs to the Daimler-Benz Management Board and the
      Daimler-Benz Supervisory Board, provided orally on May 6, 1998 that, as of
    the date of such opinion, the Daimler-Benz Exchange Ratio (as defined in
 the Goldman Sachs opinion attached hereto as Annex C) pursuant to the
Combination Agreement is fair from a financial point of view to the 
 holders of Daimler-Benz Ordinary Shares (including those Daimler-Benz
Ordinary shares represented by Daimler-Benz ADSs). Such opinion was 
subsequently confirmed in writing on May 8, 1998.                   

- The fact that DaimlerChrysler AG will be a stock corporation          
    (AKTIENGESELLSCHAFT) organized under the laws of the Federal Republic of
Germany, thereby enhancing the likelihood of acceptance of the      
Transactions by all important constituencies of Daimler-Benz.       

   Although the Daimler-Benz Management Board considered each of the foregoing
factors in reaching its determination, different members of the Daimler-Benz    
Management Board may have attached different importance to different factors. In
view of the variety of factors considered in connection with its evaluation of  
the Transactions, the Daimler-Benz Management Board did not discuss or consider 
relative weights for the specific factors considered in reaching its            
determination.                                                                  

Opinion of Financial Advisor of Daimler-Benz                                    

    On May 6, 1998, Goldman Sachs delivered its oral opinion to the Daimler-Benz
Management Board and Daimler-Benz Supervisory Board that, as of the date of such
opinion, the Daimler-Benz Exchange Ratio (as defined in the Goldman Sachs       
opinion attached hereto as Annex C) pursuant to the Combination Agreement is    
fair from a financial point of view to the holders of Daimler-Benz Ordinary     
Shares (including those Daimler-Benz Ordinary Shares represented by Daimler-Benz
ADSs). Goldman Sachs subsequently confirmed its earlier opinion by delivery of  
its written opinion dated as of May 8, 1998.                                    

The full text of the written opinion of Goldman Sachs dated May 8, 1998,
which sets forth assumptions made, matters considered and limitations on the    
review undertaken in connection with the opinion, is attached hereto as Annex C 
to this Proxy Statement/Prospectus and is incorporated herein by reference.     
Holders of Daimler-Benz Ordinary Shares or Daimler-Benz ADSs are urged to, and  
should, read such opinion in its entirety. The opinion and advice provided by   
Goldman Sachs is not and should not be considered a value opinion (BEWERTUNG    
Z.B. IM RAHMEN EINER VERSCHMELZUNG) as usually rendered by qualified auditors   
based on the requirements of German corporate law.                              

   In connection with its opinion, Goldman Sachs reviewed, among other things,
(i) the Combination Agreement; (ii) the Annual Reports to Stockholders of       
Daimler-Benz and Chrysler for the five years ended December 31, 1997; (iii)     
Annual Reports on Form 10-K of Chrysler for the five years ended December 31,   
1997; (iv) Annual Reports on Form 20-F of Daimler-Benz for the four years ended 
December 31, 1997; (v) certain interim reports to stockholders of Daimler-Benz  
and Chrysler and Quarterly Reports on Form 10-Q of Chrysler; (vi) certain other 
communications from Daimler-Benz and Chrysler to their respective stockholders; 
and (vii) certain internal financial analyses and forecasts for Daimler-Benz and
Chrysler prepared by their respective managements including the cost savings    
projected by the Daimler-Benz and Chrysler managements to result from the       
Transactions. Goldman Sachs also held discussions with members of the senior    
management of Daimler-Benz and Chrysler regarding the strategic rationale for,  
and potential benefits of, the Transactions and the past and current business   
operations, financial condition, and future prospects of their respective       
companies. In addition, Goldman Sachs reviewed the reported price and trading   
activity for the Daimler-Benz Ordinary Shares and Daimler-Benz ADSs and Chrysler
Common Stock, compared certain financial and stock market information for       
Daimler-Benz and Chrysler with similar information for certain other companies  
the securities of which are publicly traded, reviewed the financial terms of    
certain recent business combinations in                                         

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the automotive manufacturing industry specifically and in other industries      
generally and performed such other studies and analyses as it considered        
appropriate.                                                                    

Goldman Sachs relied upon the accuracy and completeness of all of the   
financial and other information reviewed by it and has assumed such accuracy and
completeness for purposes of rendering its opinion. In addition, Goldman Sachs  
has not made an independent evaluation or appraisal of the assets and           
liabilities of Daimler-Benz or Chrysler or any of their respective subsidiaries 
and Goldman Sachs has not been furnished with any such evaluation or appraisal. 
Goldman Sachs has assumed that the financial forecasts, including, without      
limitation, the cost savings projected by Daimler-Benz and Chrysler managements 
to result from the Transactions, have been reasonably prepared on the basis     
reflecting the best currently available judgment and estimates of Daimler-Benz  
and Chrysler managements and that such forecasts will be realized in the amount 
and at the times contemplated thereby. Goldman Sachs did not express any opinion
as to the prices at which DaimlerChrysler Ordinary Shares may trade if and when 
they are issued. The opinion of Goldman Sachs referred to herein was provided   
for the information and assistance of the Daimler-Benz Management Board and the 
Daimler-Benz Supervisory Board in connection with their consideration of the    
Transactions and such opinion does not constitute a recommendation as to how any
holder of Daimler-Benz Ordinary Shares or Daimler-Benz ADSs should vote with    
respect to such Transactions or whether or not any holder of Daimler-Benz       
Ordinary Shares or Daimler-Benz ADSs should tender such securities in connection
with such Transactions. In addition, the opinion and advice provided by Goldman 
Sachs is not and should not be considered a value opinion (BEWERTUNG Z.B. IM    
RAHMEN EINER VERSCHMELZUNG) as usually rendered by qualified auditors based on  
the requirements of German corporate law.                                       

The following is a summary of certain of the financial analyses used by 
Goldman Sachs in connection with providing its oral opinion to the Daimler-Benz 
Management Board and Daimler-Benz Supervisory Board on May 6, 1998. Goldman     
Sachs utilized substantially the same type of financial analyses in connection  
with providing the written opinion attached hereto as Annex C.                  

      HISTORICAL STOCK TRADING ANALYSIS.  Goldman Sachs reviewed the monthly
indexed historical trading prices of Daimler-Benz Ordinary Shares and   
Chrysler Common Stock and the relationship between movements of such    
securities and movements in a composite index of (i) European automobile
manufacturers (the "European Composite"); (ii) United States automobile 
    manufacturers (the "United States Composite"); and (iii) Japanese automobile
    manufacturers (the "Japanese Composite"). The European Composite is composed
   of the following companies: Bayerische Motoren Werke AG, Daimler-Benz (used
    only in the review of Chrysler Common Stock), Fiat SpA, PSA Peugeot Citroen,
Renault SA, Volkswagen AG ("Volkswagen") and Volvo AB. The United States
    Composite is composed of the following companies: Chrysler (used only in the
review of Daimler-Benz Ordinary Shares), Ford Motor Company and General 
Motors Corporation. The Japanese Composite is composed of the following 
companies: Honda Motor Co., Ltd., Mazda Motor Corp., Mitsubishi Motors  
Corp., Nissan Motor Co., Ltd., Suzuki Motor Corp. and Toyota Motor Corp.
 Such analysis indicated that during such period the Daimler-Benz Ordinary
Shares outperformed each of the United States Composite, the European   
Composite and the Japanese Composite and the Chrysler Common Stock (i)  
traded in line with the United States Composite, (ii) underperformed the
European Composite and (iii) outperformed the Japanese Composite.       

 SELECTED COMPANIES ANALYSIS.  Goldman Sachs reviewed and compared
certain financial information relating to Daimler-Benz and Chrysler to  
   corresponding financial information, ratios and public market multiples for
the companies included in the European Composite, the United States     
Composite and the Japanese Composite (the "Selected Companies"). The    
 Selected Companies were chosen because they are publicly-traded companies
  with operations that for purposes of analysis may be considered similar to
Daimler-Benz and Chrysler. Goldman Sachs calculated and compared various
  financial multiples and ratios. The multiples and ratios for Daimler-Benz,
Chrysler and each of the other Selected Companies were calculated using 
   closing prices on April 29, 1998 and were based on the most recent publicly
   available information. Estimated information for the Selected Companies was
    provided by Goldman Sachs research, except for Volkswagen and estimated 1999
   earnings per share ("EPS") estimates for the companies in the United States
Composite were based on estimates by the Institutional Brokers Estimate 
System ("IBES").                                                        

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   IBES is a data service that monitors and publishes compilations of earnings
  estimates by selected research analysts regarding companies of interest to
  institutional investors. Goldman Sachs did not review the methodologies or
 assumptions used by IBES in compiling its earnings estimate, and IBES was
not asked to consent to the use of its name herein. With respect to the 
  Selected Companies, Goldman Sachs considered levered market capitalization
    (i.e., market value of common equity plus book value of debt less cash) as a
  multiple of revenues and as a multiple of earnings before interest, taxes,
depreciation and amortization ("EBITDA").                               

    Goldman Sachs' analyses of the Selected Companies indicated that (a)
levered multiples of estimated 1997 revenues for (i) the United States  
Composite ranged from a low of 0.26x to a high of 0.36x (with a mean of 
   0.31x), (ii) the European Composite ranged from a low of 0.29x to a high of
   0.71x (with a mean of 0.48x) and (iii) the Japanese Composite ranged from a
    low of 0.28x to a high of 1.01x (with a mean of 0.60x), as compared to 0.66x
   for Daimler-Benz and 0.36x for Chrysler; (b) levered multiples of estimated
    1998 revenues for (i) the United States Composite ranged from a low of 0.27x
to a high of 0.34x (with a mean of 0.31x), (ii) the European Composite  
ranged from a low of 0.28x to a high of 0.68x (with a mean of 0.47x) and
  (iii) the Japanese Composite ranged from a low of 0.27x to a high of 0.95x
   (with a mean of 0.58x), as compared to 0.66x for Daimler-Benz and 0.34x for
Chrysler and (c) levered multiples of estimated 1999 revenues for the   
European Composite ranged from a low of 0.27x to a high of 0.65x (with a
mean of 0.44x), as compared to 0.57x for Daimler-Benz. Goldman Sachs'   
    analyses of the Selected Companies also indicated that (a) levered multiples
  of estimated 1997 EBITDA for (i) the United States Composite ranged from a
low of 2.4x to a high of 3.0x (with a mean of 2.7x), (ii) the European  
   Composite ranged from a low of 3.9x to a high of 7.9x (with a mean of 5.9x)
and (iii) the Japanese Composite ranged from a low of 3.5x to a high of 
  12.8x (with a mean of 8.1x), as compared to 7.9x for Daimler-Benz and 2.7x
for Chrysler; (b) levered multiples of estimated 1998 EBITDA for (i) the
   United States Composite ranged from a low of 2.4x to a high of 3.1x (with a
 mean of 2.8x), (ii) the European Composite ranged from a low of 3.3x to a
  high of 6.8x (with a mean of 5.0x) and (iii) the Japanese Composite ranged
   from a low of 3.2x to a high of 12.0x (with a mean of 7.6x), as compared to
6.6x for Daimler-Benz and 2.9x for Chrysler and (c) levered multiples of
  estimated 1999 EBITDA for the European Composite ranged from a low of 2.9x
to a high of 6.5x (with a mean of 4.5x), as compared to 5.4x for        
Daimler-Benz.                                                           

        In addition, Goldman Sachs' analyses of the Selected Companies indicated
   that (a) price/earnings ratios for estimated 1997 for (i) the United States
    Composite ranged from a low of 8.7x to a high of 9.9x (with a mean of 9.3x),
 (ii) the European Composite ranged from a low of 13.4x to a high of 35.4x
    (with a mean of 21.9x) and (iii) the Japanese Composite ranged from a low of
  (32.9)x to a high of 25.2x (with a mean of 5.0x), as compared to 24.4x for
   Daimler-Benz and 9.9x for Chrysler; (b) price/earnings ratios for estimated
    1998 for (i) the United States Composite ranged from a low of 8.0x to a high
    of 9.4x (with a mean of 8.5x), (ii) the European Composite ranged from a low
 of 11.2x to a high of 30.7x (with a mean of 18.2x) and (iii) the Japanese
Composite ranged from a low of 8.1x to a high of 124.1x (with a mean of 
   34.4x), as compared to 27.2x for Daimler-Benz and 8.1x for Chrysler and (c)
    price/earnings ratios for estimated 1999 for (i) the United States Composite
  ranged from a low of 8.5x to a high of 8.7x (with a mean of 8.6x) and (ii)
   the European Composite ranged from a low of 9.8x to a high of 28.4x (with a
    mean of 15.8x), as compared to 18.0x for Daimler-Benz and 8.5x for Chrysler.
Estimated 1999 price/earnings ratios for the Japanese Composite were not
available.                                                              

SELECTED TRANSACTION ANALYSIS.  Goldman Sachs analyzed certain  
    information relating to comparably sized transactions. Specifically, Goldman
Sachs performed a transaction premium analysis on forty (40) announced  
 transactions larger than $10 billion from January 1984 to April 1998 (the
"Selected Transactions"). Such analysis indicated that for the Selected 
 Transactions the premium paid in such transactions as compared to (i) the
   price one day prior to the announcement date ranged from a low of (5.0)% to
 a high of 95.1% (with a median of 27.3% and a mean of 32.3%) and (ii) the
   price four weeks prior to the announcement date ranged from a low of (5.7)%
to a high of 100.9% (with a median of 30.8% and a mean of 35.9%), as    
   compared to 30.5% in the Transactions (based on closing prices on April 29,
  1998, for Daimler-Benz Ordinary Shares and Chrysler Common Stock). Goldman
  Sachs did not calculate the premium to be paid in the Transactions one day
prior to the announcement date because the analyses underlying its      

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fairness opinion delivered to the Daimler-Benz Management Board and     
 Daimler-Benz Supervisory Board on May 6, 1998 were prepared prior to such
date.                                                                   

    DISCOUNTED CASH FLOW ANALYSIS.  Goldman Sachs performed a discounted
cash flow analysis assuming an EBIT growth rate of 2% from estimated    
    calendar year 2002 to estimated calendar year 2007. Goldman Sachs calculated
    a net present value of free cash flows for the years 1998 through 2007 using
   discount rates ranging from 10.0% to 12.0%. The range of discount rates was
selected based in part on an analysis of comparable companies' weighted 
average costs of capital and the experience and professional judgment of
    Goldman Sachs with respect to the automotive manufacturing industry. Goldman
Sachs calculated Chrysler's terminal values in the year 2007 based on   
nominal perpetual free cash flow growth rates ranging from 0.0% to 4.0%.
  These terminal values were then discounted to present value using discount
    rates ranging from 10% to 12%. Using nominal perpetual free cash flow growth
rates ranging from 0.0% to 4.0% and a discount rate of 10%, the implied 
price per share of Chrysler Common Stock ranged from $86.10 to $109.92. 
Using nominal perpetual free cash flow growth rates ranging from 0.0% to
4.0% and a discount rate of 11%, the implied price per share of Chrysler
    Common Stock ranged from $78.53 to $95.57. Using nominal perpetual free cash
   flow growth rates ranging from 0.0% to 4.0% and a discount rate of 12%, the
implied price per share of Chrysler Common Stock ranged from $72.27 to  
$84.82.                                                                 

 ANALYSIS OF PURCHASE PRICE.  Goldman Sachs calculated the levered
   consideration (including the cost of options and new shares to be issued by
Chrysler to qualify for pooling-of-interests accounting treatment) to be
paid by Daimler-Benz in the Transactions based on a per share price for 
Chrysler Common Stock of $52.73 which represented a 30% premium over the
  $40.56 price per share of Chrysler Common Stock on April 29, 1998. Goldman
Sachs calculated such per share price consideration as a multiple of (i)
sales revenues (based on estimates of Chrysler management), (ii) EBITDA,
    (iii) earnings before interest and taxes ("EBIT") and (iv) net income (based
on estimates of Chrysler management). For purposes of EBITDA and EBIT,  
 equity income from Chrysler subsidiaries was excluded and Chrysler EBITDA
 and EBIT were based on pretax income from Chrysler estimates after taking
into account an adjustment to interest income. With respect to sales    
  revenues, this analysis indicated that (i) for 1997 sales revenue of $56.9
billion the multiple was 0.53x, (ii) for estimated 1998 sales revenue of
$62.4 billion the multiple was 0.48x and (iii) for estimated 1999 sales 
    revenue of $68.0 billion the multiple was 0.44x, as compared to multiples of
0.38x, 0.34x and 0.32x for 1997, estimated 1998 and estimated 1999,     
  respectively, using a per share price of $40.56 for Chrysler Common Stock.
   With respect to EBITDA, this analysis indicated that (i) for 1997 EBITDA of
   $5.8 billion the multiple was 5.20x, (ii) for estimated 1998 EBITDA of $6.8
   billion the multiple was 4.45x, and (iii) for estimated 1999 EBITDA of $7.2
    billion the multiple was 4.17x, as compared to multiples of 3.72x, 3.18x and
    2.98x for 1997, estimated 1998 and estimated 1999, respectively, using a per
   share price of $40.56 for Chrysler Common Stock. With respect to EBIT, this
  analysis indicated that (i) for 1997 EBIT of $3.3 billion the multiple was
   9.15x, (ii) for estimated 1998 EBIT of $3.9 billion the multiple was 7.78x,
    and (iii) for estimated 1999 EBIT of $4.4 billion the multiple was 6.82x, as
    compared to multiples of 6.55x, 5.57x and 4.88x for 1997, estimated 1998 and
    estimated 1999, respectively, using a per share price of $40.56 for Chrysler
  Common Stock. With respect to net income, this analysis indicated that (i)
for 1997 net income of $2.8 billion the multiple was 12.82x, (ii) for   
    estimated 1998 net income of $3.0 billion the multiple was 11.95x, and (iii)
 for estimated 1999 net income of $3.3 billion the multiple was 10.77x, as
    compared to multiples of 9.77x, 9.10x and 8.21x for 1997, estimated 1998 and
    estimated 1999, respectively, using a per share price of $40.56 for Chrysler
Common Stock.                                                           

     CONTRIBUTION ANALYSIS.  Goldman Sachs reviewed certain historical and
    estimated future operating and financial information (including, among other
things, market capitalization, sales, EBITDA, EBIT, net income and total
  assets) for Daimler-Benz, Chrysler and the pro forma combined entity based
   on Daimler-Benz and Chrysler managements' consensus financial forecasts for
each of Daimler-Benz, Chrysler and the pro forma combined entity. In    
addition, for purposes of EBITDA and EBIT, equity income from Chrysler  
  subsidiaries was excluded. Goldman Sachs also analyzed the relative income
statement contribution of Daimler-Benz and Chrysler to the combined     
companies on a pro forma basis based on actual 1997 and                 

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estimated years 1998 and 1999, based on financial data and on the       
assumptions provided to Goldman Sachs by Daimler-Benz and Chrysler      
  managements. This analysis indicated that (i) for 1997, Daimler-Benz would
  have contributed 66.4% to market capitalization, 55.4% to sales, 50.5 % to
    EBITDA, 38% to EBIT, 46.7% to net income and 56.1% to total assets, (ii) for
  estimated 1998, Daimler-Benz would have contributed 54.7% to sales, 53.0 %
to EBITDA, 44.8% to EBIT and 39.1% to net income and (iii) for estimated
   1999, Daimler-Benz would have contributed 55.3% to sales, 58.0 % to EBITDA,
54.0% to EBIT and 47.1% to net income.                                  

       PRO FORMA MERGER ANALYSIS.  Goldman Sachs prepared a pro forma analysis
 of the financial impact of the Transactions. Using earnings estimates for
    Daimler-Benz and Chrysler prepared by their respective managements for 1998,
    1999 and 2000, and assuming pre-tax annual synergies ranging from $0 to $1.6
   billion. Goldman Sachs compared the EPS of Daimler-Benz Ordinary Shares, on
    a standalone basis, to the EPS of the common stock of the combined entity on
    a pro forma basis. Goldman Sachs performed this analysis based on a price of
  DM 175.7 per share (the per share price on April 29, 1998) of Daimler-Benz
    Ordinary Shares and $40.56 per share (the per share price on April 29, 1998)
    of Chrysler Common Stock and assuming that Chrysler issues 27 million shares
    of Chrysler Common Stock for purposes of qualifying for pooling-of-interests
 accounting treatment. This analysis indicated that, assuming synergies of
 $0, $1 billion, $1.2 billion, $1.4 billion and $1.6 billion, the proposed
 Transactions (i) for estimated 1998, would result in EPS accretion to the
 holders of Daimler-Benz Ordinary Shares of 47.3%, 65.9%, 73.1% and 76.6%,
   respectively, (ii) for estimated 1999, would result in EPS accretion to the
 holders of Daimler-Benz Ordinary Shares of 23.2%, 35.3%, 37.6%, 39.9% and
42.2%, respectively and (iii) for estimated 2000, would result in EPS   
 accretion to the holders of Daimler-Benz Ordinary Shares of 13.8%, 24.3%,
26.3%, 28.3% and 30.4%, respectively. As part of the foregoing analysis,
   Goldman Sachs also analyzed the potential impact of the Transactions on the
  price/earnings ratios of Daimler-Benz Ordinary Shares using estimated 1999
price/earnings ratios ranging from a high of 16.5x (the estimated 1999  
price/earnings ratio for Daimler-Benz on a standalone basis) to a low of
   13.5x (the estimated 1999 price/earnings ratio for the combined entity on a
weighted average basis after taking into account the relative earnings  
contributions of Daimler-Benz and Chrysler to the combined entity). This
 analysis indicated that the financial impact of the Transactions would be
positive to the holders of the Daimler-Benz Ordinary Shares.            

The preparation of a fairness opinion is a complex process and is not   
necessarily susceptible to partial analysis or summary description. Selecting   
portions of the analyses or of the summary set forth above, without considering 
the analyses as a whole, could create an incomplete view of the processes       
underlying Goldman Sachs' opinion. In arriving at its fairness determination,   
Goldman Sachs considered the results of all such analyses and did not reach     
separate conclusions as to each analysis that it performed. Rather, Goldman     
Sachs reached a single conclusion as to fairness based on its experience and    
professional judgment and the analysis as a whole. As such, in providing its    
oral opinion to the Daimler-Benz Management Board and Daimler-Benz Supervisory  
Board on May 6, 1998, Goldman Sachs did not indicate how each of the analyses   
described above supported its fairness determination. No company or transaction 
used in the above analyses as a comparison is directly comparable to            
Daimler-Benz or Chrysler or the contemplated Transactions. The analyses were    
prepared solely for purposes of Goldman Sachs' providing its opinion to the     
Daimler-Benz Management Board and Daimler-Benz Supervisory Board as to the      
fairness from a financial point of view of to the holders of Daimler-Benz       
Ordinary Shares (including those Daimler-Benz Ordinary Shares represented by    
Daimler-Benz ADSs) of the Daimler-Benz Exchange Ratio (as defined in the Goldman
Sachs opinion attached as Annex C) pursuant to the Combination Agreement and do 
not purport to be appraisals or necessarily reflect the prices at which         
businesses or securities actually may be sold. Analyses based upon forecasts of 
future results are not necessarily indicative of actual future results, which   
may be significantly more or less favorable than suggested by such analyses.    
Because such analyses are inherently subject to uncertainty, being based upon   
numerous factors or events beyond the control of the parties or their respective
advisors, none of DaimlerChrysler AG, Daimler-Benz, Chrysler, Goldman Sachs or  
any other person assumes responsibility if future results are materially        
different from those forecast. As described above, Goldman Sachs' opinion to the
Daimler-Benz Management Board and Daimler-Benz Supervisory Board was one of many
factors taken into consideration by the Daimler-Benz Management Board and       
Daimler-Benz Supervisory Board in making its determination to                   

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approve the Combination Agreement. The foregoing summary does not purport to be 
a complete description of the analysis performed by Goldman Sachs and is        
qualified by reference to the written opinion of Goldman Sachs set forth in     
Annex C hereto.                                                                 

Goldman Sachs and its affiliates, as part of their investment banking   
business, are continually engaged in the valuation of businesses and their      
securities in connection with mergers and acquisitions, negotiated              
underwritings, competitive biddings, secondary distributions of listed and      
unlisted securities, private placements, and valuations for estate, corporate   
and other purposes. Daimler-Benz selected Goldman Sachs as its financial advisor
because it is an internationally recognized investment banking firm that has    
substantial experience in transactions similar to the Transactions. Goldman     
Sachs is familiar with Daimler-Benz having acted as its financial advisor in    
connection with the sale of TEMIC Semiconductor GmbH in 1998; the acquisition of
a defense electronics business from Siemens AG in 1998; the merger of Mercedes  
Benz AG with Daimler-Benz in 1997; the sale of 80% of Dornier Luftfahrt GmbH of 
Daimler-Benz Aerospace AG in 1996; the merger of AEG AG into Daimler-Benz in    
1996; the sale of 80% of Dornier Medizintechnik GmbH in 1996; a series of       
capital market transactions including a number of equity and equity-linked      
offerings from 1994 to 1997; and sponsorship and advisory services pertaining to
Daimler-Benz' NYSE listing in 1993. Goldman Sachs has also provided certain     
investment banking services to Chrysler from time to time including serving as a
co-manger in the issuance of $600 million 7.45% Debentures due 2027 and $500    
million 7.4% Debentures due 2097 in February 1997 and July 1997, respectively.  

    Goldman Sachs and its affiliates provide a full range of financial, advisory
and brokerage services and, in the course of its normal trading activities, may 
from time to time effect transactions and hold positions in the securities,     
including derivative securities, of Daimler-Benz or Chrysler for its own account
and for the account of customers. As of the date hereof, Goldman Sachs held net 
long position of 242,442 shares of Daimler-Benz Ordinary Shares and net long    
position of 128,946 shares of Chrysler Common Stock. To the extent that Chrysler
issues additional shares of Chrysler Common Stock in connection with the        
Transactions, Goldman Sachs will perform certain investment services related    
thereto and receive customary fees for such services.                           

Pursuant to a letter agreement dated April 14, 1998 (the "Engagement    
Letter"), Daimler-Benz engaged Goldman Sachs to act as its financial advisor in 
connection with the Transactions. Pursuant to the terms of the Engagement       
Letter, Daimler-Benz has agreed to pay Goldman Sachs a fee of $15 million, to be
paid three weeks after public announcement of the Transactions, a fee of $10    
million, to be paid three weeks after the Transactions are approved by holders  
of Chrysler Common Stock, a fee of $10 million, to be paid three weeks after the
Transactions are approved by holders of Daimler-Benz Ordinary Shares and an     
additional fee equal to 0.25% of the increase in the combined market            
capitalization of Daimler-Benz and Chrysler during the six-month period         
following completion of the Transactions (such fee to be at least $5 million but
not greater than $25 million). Daimler-Benz has agreed to reimburse Goldman     
Sachs for all expenses pursuant to section 670 of the German Civil Code and to  
indemnify Goldman Sachs against certain liabilities.                            

*  *  *  *  * 

The Daimler-Benz Management Board (VORSTAND) determined that the        
Daimler-Benz Merger Exchange Ratio was properly determined and is adequate under
German valuation principles applicable to transactions such as the Daimler-Benz 
Merger. In addition, the auditors for the Daimler-Benz Merger                   
(VERSCHMELZUNGSPRUFER) appointed by the German court pursuant to the German     
Transformation Act (UMWANDLUNGSGESETZ) have reviewed the Daimler-Benz Merger    
Exchange Ratio and have reported that it was correctly determined in accordance 
with applicable German valuation principles and is adequate. The report of such 
auditors will be made available via the Internet on the Daimler-Benz web site to
holders of Daimler-Benz Ordinary Shares and otherwise in accordance with        
applicable German law. For a discussion of such applicable German valuation     
principles, see "The Transactions--German Valuation Proceeding                  
(SPRUCHVERFAHREN)."                                                             

Composition of DaimlerChrysler Management Board and Integration Committee       

    The Combination Agreement contemplates that following the Chrysler Effective
Time, DaimlerChrysler AG will have a corporate governance structure reflecting  
that the Transactions contemplate a "merger-of-equals." Daimler-Benz, Chrysler  
and DaimlerChrysler AG have agreed that they will recommend to their respective 
stockholders and organizational bodies that the DaimlerChrysler Management Board
shall consist of 18                                                             

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members. Ten of such members will be those initially designated by Daimler-Benz,
including two members with responsibility for Daimler-Benz' non-automotive      
businesses, and eight of such members will be those initially designated by     
Chrysler. Set forth in the chart below are the names and areas of               
responsibilities of those persons expected to be members of the DaimlerChrysler 
Board of Management following the Chrysler Effective Time.                      

   The Combination Agreement also provides that the DaimlerChrysler Management
Board will also establish an Integration Committee with a consultative function 
which will consist of the Co-Chairmen of the DaimlerChrysler Management Board   
(VORSTANDSVORSITZENDE), who will also serve as Co-Chairmen of the Integration   
Committee, and 12 or more members (including such Co-Chairmen), 50% of whom will
initially be designated by Chrysler and 50% of whom will initially be designated
by Daimler-Benz. There will also be a Chairmen's Integration Council which will 
consist of the persons identified on the chart set forth below.                 

   The DaimlerChrysler Management Board (VORSTAND) is responsible for managing
DaimlerChrysler AG and representing DaimlerChrysler AG in its dealings with     
third parties. The DaimlerChrysler Supervisory Board appoints and removes the   
members of the DaimlerChrysler Management Board and oversees the management of  
DaimlerChrysler AG, but is prohibited by the German Stock Corporation Law       
(AKTIENGESETZ) from making management decisions. The German Stock Corporation   
Law (AKTIENGESETZ) prohibits simultaneous membership on the board of management 
and the supervisory board of a company. The Integration Committee will be a     
stockholders advisory body including the Co-Chairmen and consisting principally 
of the stockholder representatives on the DaimlerChrysler Supervisory Board. The
Integration Committee will provide advice to the Management Board (VORSTAND) of 
DaimlerChrysler AG in connection with the combined businesses and operations of 
DaimlerChrysler AG following consummation of the Transactions. The Chairmen's   
Integration Council (Office of the Chairmen) will be responsible for, among     
other things, managing the integration of Chrysler and Daimler-Benz.            

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[CHART OF THE DAIMLERCHRYSLER BOARD OF MANAGEMENT APPEARS HERE.]

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Interests of Certain Persons in the Chrysler Merger                             

In considering the recommendation of the Chrysler Board, stockholders of
Chrysler should be aware that, as described below, certain members of Chrysler's
management and the Chrysler Board may have interests in the Chrysler Merger that
are different from, or in addition to, the interests of Chrysler stockholders   
generally, and that these interests may create potential conflicts of interest. 
The Chrysler Board was advised of these interests and considered them, among    
other factors, in approving the Transactions. These interests are summarized    
below.                                                                          

 As described in greater detail below, subject only to the consummation of
the Chrysler Merger and their continued employment until such time, each of the 
following Chrysler executive officers will receive the following cash payments, 
the following number of DaimlerChrysler Ordinary Shares in respect of his       
unvested Chrysler Equity Units (as defined below) and the right to share in the 
appreciation from and after the Chrysler Merger in the following number of      
DaimlerChrysler Ordinary Shares: Mr. Eaton, $3,727,785; 628,277 DaimlerChrysler 
Ordinary Shares ($66,214,158) and stock appreciation rights with respect to     
2,267,579 DaimlerChrysler Ordinary Shares; Mr. Lutz, $1,326,097; 244,314        
DaimlerChrysler Ordinary Shares ($25,748,240) and stock appreciation rights with
respect to 683,380 DaimlerChrysler Ordinary Shares; Mr. Stallkamp, $1,500,433;  
222,947 DaimlerChrysler Ordinary Shares ($23,496,425) and stock appreciation    
rights with respect to 379,384 DaimlerChrysler Ordinary Shares; Mr. Valade,     
$1,056,206; 210,586 DaimlerChrysler Ordinary Shares ($22,193,659) and stock     
appreciation rights with respect to 442,685 DaimlerChrysler Ordinary Shares; Mr.
Pawley, $944,372; 204,104 DaimlerChrysler Ordinary Shares ($21,510,485) and     
stock appreciation rights with respect to 298,657 DaimlerChrysler Ordinary      
Shares. In addition, in the event that any of these executive officer's         
employment is terminated in a qualifying termination following the Chrysler     
Merger (as described in greater detail below), such officer will also receive   
the following lump sum severance payment: Mr. Eaton, $24,435,997; Mr. Lutz, $0; 
Mr. Stallkamp, $5,487,445; Mr. Valade, $4,601,383; and Mr. Pawley, $3,946,166.  
Mr. Eaton will also receive an additional monthly pension benefit not in excess 
of $30,000 in the event that he completes three years of service following the  
Chrysler Merger (determined based on the assumptions set forth below).          

DAIMLERCHRYSLER AG GOVERNANCE ARRANGEMENTS.  The Combination Agreement  
contains certain agreements relating to the corporate governance of             
DaimlerChrysler AG after the Chrysler Merger. See "--Composition of             
DaimlerChrysler Management Board and Integration Committee" and "The Combination
Agreement--DaimlerChrysler AG Governance After the Chrysler Effective Time."    

CHRYSLER STOCK PLANS.  If the Chrysler Merger is consummated, each      
outstanding option to purchase or acquire shares of Chrysler Common Stock (the  
"Chrysler Stock Options"), each outstanding Chrysler performance share          
("Chrysler Performance Shares"), each outstanding Chrysler stock unit ("Chrysler
Stock Units") and each outstanding Chrysler restricted stock unit ("Chrysler    
Restricted Stock Units" and, together with the Chrysler Stock Options, the      
Chrysler Performance Shares and the Chrysler Stock Units, the "Chrysler Equity  
Units"), in each case whether vested or unvested, will be converted into a right
to receive a certain number of DaimlerChrysler Ordinary Shares in accordance    
with the appropriate formula described under the heading "The Combination       
Agreement--The Chrysler Merger--Treatment of Chrysler Stock Plans." Each of     
Chrysler's executive officers and directors holds Chrysler Equity Units that    
would not otherwise be vested or exercisable, but will be converted into        
DaimlerChrysler Ordinary Shares. Assuming a per share price of Chrysler Common  
Stock of $65.71 and a Daimler-Benz Exchange Offer Ratio of 1:1, each of the     
following persons or groups would receive the following number of               
DaimlerChrysler Ordinary Shares in respect of their unvested Chrysler Equity    
Units: Mr. Eaton, 628,277 shares ($66,214,158), Mr. Lutz, 244,314 shares        
($25,748,240), Mr. Stallkamp, 222,947 shares ($23,496,425), Mr. Valade, 210,586 
shares ($22,193,659), Mr. Pawley, 204,104 shares ($21,510,485), all non-employee
directors as a group, 24,704 shares ($2,603,603), and all executive officers as 
a group (30 individuals including those named above), 3,533,234 shares          
($372,367,573).                                                                 

   EMPLOYEE BENEFITS.  Under the Combination Agreement, DaimlerChrysler AG has
agreed that for a period of at least two years following the Chrysler Effective 
Time, it will provide or cause to be provided to current and                    

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former employees and directors of Chrysler and its subsidiaries compensation and
benefits (including, without limitation, retiree medical and life insurance     
benefits) that are at least as favorable in the aggregate as the compensation   
and benefits they were entitled to receive immediately prior to the Chrysler    
Effective Time. In addition, DaimlerChrysler AG will, and will cause its        
subsidiaries to, recognize service with Chrysler and its subsidiaries prior to  
the Chrysler Effective Time for all purposes under any benefit plans of         
DaimlerChrysler AG or its subsidiaries. See "The Combination Agreement--Employee
Benefit Matters." As a result of these arrangements, current and former members 
of Chrysler's management and the Chrysler Board would continue to receive       
compensation and benefits following the Chrysler Merger at least as favorable as
those currently provided to them by Chrysler.                                   

EMPLOYMENT CONTINUATION AGREEMENTS.  Chrysler has in effect employment  
continuation agreements with each of its executive officers. These agreements   
are intended to assure the affected officer of continued employment for a period
of two years following any event that constitutes a change in control for       
purposes of such agreements. If Chrysler terminates the employment of any such  
officer without cause, or the officer terminates his employment for good reason,
within the two-year period following a change of control, such officer will     
receive a single lump sum severance payment equal to three times, in the case of
Messrs. Eaton, Stallkamp and Valade, and two times, in the case of the other    
Chrysler executive officers, the sum of the individual's base salary and the    
average annual bonus payable to him over the three years preceding the date of  
termination, plus the value of certain additional retirement benefits. These    
agreements also provide for the continuation of certain employee benefits, such 
as medical coverage, for a period corresponding to the period for which         
severance is payable. These agreements also provide that in the event that any  
payment thereunder or under any other plan or agreement with Chrysler results in
the officer being subject to the excise tax payable under Section 4999 of the   
Code, Chrysler shall make additional payments to such officer so that such      
officer receives the same net after-tax benefit as the officer would have       
received had no excise tax been applicable. As a result, if the employment of   
Chrysler's executive officers were terminated within two years after the        
Chrysler Merger, such persons would receive, an estimated lump sum severance    
payment in the amount of $24,435,997 for Mr. Eaton, $0 for Mr. Lutz, $5,487,445 
for Mr. Stallkamp, $4,601,383 for Mr. Valade, $3,946,166 for Mr. Pawley and an  
aggregate amount of $96,907,018 for all executive officers as a group (30       
individuals including the named executives). Mr. Lutz has voluntarily retired   
and will not receive any severance benefits. Chrysler would also be responsible 
for continuing employee benefits and the additional tax related payments        
described above.                                                                

AMENDMENTS TO EMPLOYMENT AGREEMENTS AND EMPLOYMENT CONTINUATION         
AGREEMENTS.  Chrysler has amended its employment agreements with Messrs. Eaton, 
Valade and Stallkamp to (i) add to the events giving rise to "Good Reason" for  
an executive to terminate his employment, any failure by DaimlerChrysler AG,    
Daimler-Benz or Chrysler to maintain the agreed corporate governance            
arrangements and (ii) assure that, if the executive becomes a party to an       
employment agreement with DaimlerChrysler AG, such agreement will not adversely 
affect the rights of the executive and the obligations of Chrysler under his    
employment agreement. Chrysler has also similarly amended its employment        
continuation agreements with Messrs. Eaton, Stallkamp, Valade and the other     
Chrysler executive officers. Chrysler has further amended the employment        
continuation agreements with each of Messrs. Eaton, Valade and Stallkamp to     
clarify that each such officer's respective employment agreement shall          
automatically be reinstated for a one-year term subject to annual renewals when 
the protection afforded under his employment continuation agreement expires.    

    In order to induce Mr. Eaton to remain employed by DaimlerChrysler AG for at
least three years following consummation of the Chrysler Merger, Chrysler has   
amended Mr. Eaton's employment continuation agreement and employment agreement  
with Chrysler to provide that (i) for each of the first three years of service  
performed by Mr. Eaton after consummation of the Chrysler Merger he shall       
receive three years of additional service credit for purposes of determining the
pension benefits payable to Mr. Eaton under Chrysler's supplemental executive   
retirement plan (the "SERP"), with a pro-rated pension credit for any partial   
year of service completed during such period and (ii) in the event that Mr.     
Eaton's employment terminates during such three year period following the       
Chrysler Merger due to his death or disability, a termination by Chrysler       

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without cause or a termination by Mr. Eaton for good reason, Mr. Eaton shall    
receive the maximum amount of additional credited service for purposes of the   
SERP (nine years additional service credit in the aggregate, inclusive of any   
pension credits earned by actual post-Chrysler Merger service actually          
completed). The maximum additional monthly amount payable to Mr. Eaton following
retirement as a result of the foregoing changes (excluding amounts that Mr.     
Eaton would otherwise be entitled to receive) is estimated to be approximately  
$30,000.                                                                        

INCENTIVE COMPENSATION PLAN.  In connection with the Chrysler Merger,   
participants in Chrysler's Incentive Compensation Plan (including, without      
limitation, Chrysler's executive officers) will receive a distribution of       
amounts calculated thereunder in respect of 1998 performance through the date of
the Chrysler Merger. In the ordinary course, under a stockholders' resolution,  
the amount accrued under such Plan for the entire calendar year would be        
available for award at the discretion of the Management Resources and           
Compensation Committees of Chrysler's Board of Directors. Thus, at least a      
significant portion of the amounts listed below would likely have been paid to  
these officers without regard to the Chrysler Merger. The amount payable on     
account of the Chrysler Merger in respect of the Incentive Compensation Plan    
will be determined based mainly on the percentage of the 1997 incentive         
compensation pool paid to the affected officer, subject to certain adjustments. 
Based on these 1997 percentages and the amounts calculated through June 30, 1998
under the stockholders' resolution, the following amounts would be payable to   
the following persons: Mr. Eaton, $3,727,785, Mr. Lutz, $1,326,097, Mr.         
Stallkamp, $1,500,433, Mr. Valade, $1,056,206, Mr. Pawley, $944,372, and all    
executive officers as a group (30 individuals including those named above),     
$23,431,868.                                                                    

In addition to the above amounts, consistent with Chrysler's normal     
compensation practices for its senior officers, certain recipients of awards    
under the Incentive Compensation Plan will also receive additional IC Retirement
Benefits in respect of the amounts paid under the Incentive Compensation Plan.  
The annual amount of such additional retirement benefits will be equal to 6% of 
the amount paid to such officers under the Incentive Compensation Plan.         

   SPECIAL BONUS PLAN.  Chrysler may award special cash bonuses, not to exceed
$5 million in the aggregate, to officers and employees (including, without      
limitation, executive officers) selected by Chrysler's Management Resources and 
Compensation Committees to reward their efforts in connection with the          
Transactions.                                                                   

EQUITY BASED COMPENSATION PLAN.  Chrysler has adopted an equity based   
compensation plan to take effect upon consummation of the Chrysler Merger, under
which holders of Chrysler Stock Options (including executive officers) at the   
time of the Chrysler Merger will have the right to receive cash payments based  
on any appreciation following the Chrysler Merger in value on the number of     
DaimlerChrysler Ordinary Shares equal to the number of shares of Chrysler Common
Stock subject to any such Chrysler Stock Option multiplied by the U.S. Exchange 
Ratio. Each such right will have the same terms and conditions, and expire at   
the same time, as the options held by such optionholders under Chrysler's       
existing option plans, except that any rights related to Chrysler Stock Options 
that were not exercisable immediately prior to the Chrysler Effective Time will 
become exercisable in two equal installments, on each of the six-month and      
one-year anniversaries of the Chrysler Effective Time. Based on the number of   
Chrysler Stock Options held by such persons at May 27, 1998, each of the        
following persons or groups will, at the Chrysler Effective Time, receive stock 
appreciation rights in respect of the following number of DaimlerChrysler       
Ordinary Shares: Mr. Eaton, 2,267,579 shares, Mr. Lutz, 683,380 shares, Mr.     
Stallkamp, 379,384 shares, Mr. Valade, 442,685 shares, Mr. Pawley, 298,657      
shares, and all executive officers as a group (30 individuals including those   
named above), 8,521,319 shares. Non-employee directors will not receive any     
stock appreciation rights under this plan. In addition, the plan provides that, 
in the event that the aggregate level of benefits (including stock options and  
other equity incentives) actually granted to officers and employees of Chrysler 
and its subsidiaries by DaimlerChrysler AG, Chrysler and their respective       
subsidiaries following the Chrysler Merger is less than the standard of the U.S.
automotive industry or is otherwise limited under local law, Chrysler will      
establish an appropriate compensation program to cover the shortfall.           

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Certain Tax Consequences                                                        

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTIONS       

  The following is a discussion of the material United States federal income
tax consequences to U.S. Holders of Chrysler Common Stock, Daimler-Benz Ordinary
Shares or Daimler-Benz ADSs who exchange such shares for DaimlerChrysler        
Ordinary Shares pursuant to the Transactions. This discussion is based upon     
existing United States federal income tax law, including legislation,           
regulations, administrative rulings and court decisions, as in effect on the    
date of the Proxy Statement/Prospectus, all of which are subject to change,     
possibly with retroactive effect. For purposes of this discussion, a "U.S.      
Holder" is a beneficial owner of Chrysler Common Stock, Daimler-Benz Ordinary   
Shares or Daimler-Benz ADSs that is (i) an individual citizen or resident of the
United States, (ii) a corporation created or organized in or under the laws of  
the United States, any state thereof or the District of Columbia or (iii) a     
partnership, trust or estate treated, for United States federal income tax      
purposes, as a domestic partnership, trust or estate. This discussion assumes   
that U.S. Holders hold Chrysler Common Stock, Daimler-Benz Ordinary Shares or   
Daimler-Benz ADSs, as the case may be, as a capital asset as of the Chrysler    
Effective Time, the consummation of the Daimler-Benz Exchange Offer or the      
Daimler-Benz Effective Time, as the case may be. This discussion does not       
discuss all aspects of United States federal income taxation that may be        
relevant to all U.S. Holders in light of their particular circumstances, such as
U.S. Holders whose stock was acquired pursuant to the exercise of an employee   
stock option or otherwise as compensation or U.S. Holders who are subject to    
special treatment under the United States federal income tax laws (for example, 
financial institutions, insurance companies, tax-exempt organizations and       
broker-dealers). This discussion also does not address any aspects of state,    
local or non-United States tax law.                                             

   EACH U.S. HOLDER IS STRONGLY ADVISED TO CONSULT HIS OR HER OWN TAX ADVISORS
AS TO THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTIONS,    
INCLUDING THE PARTICULAR FACTS AND CIRCUMSTANCES THAT MAY BE UNIQUE TO SUCH U.S.
HOLDER, AND AS TO ANY ESTATE, GIFT, STATE, LOCAL OR NON-UNITED STATES TAX       
CONSEQUENCES OF THE TRANSACTIONS.                                               

CONSEQUENCES OF THE CHRYSLER EXCHANGE TO U.S. HOLDERS                   

   The Chrysler Exchange is intended to qualify as a reorganization within the
meaning of Section 368(a) of the Code and/or, when integrated with the          
Daimler-Benz Exchange Offer and taking into account the Daimler-Benz Merger, to 
be treated as a transaction described in Section 351(a) of the Code. The        
obligation of Chrysler to consummate the Chrysler Exchange is conditioned upon  
the receipt by Chrysler from Debevoise & Plimpton of an opinion, based on a     
private letter ruling from the IRS addressing certain issues under Section      
367(a)(1) of the Code (the "Private Letter Ruling"), representation letters and 
assumptions, substantially to the effect that for United States federal income  
tax purposes, the Chrysler Exchange, taking into account the Daimler-Benz       
Exchange Offer and the Daimler-Benz Merger, should be treated as a              
non-recognition transfer of Chrysler Common Stock by the holders thereof in     
exchange for DaimlerChrysler Ordinary Shares (the "Chrysler Tax Opinion"). The  
Chrysler Exchange is also conditioned upon the receipt by Chrysler of the       
Private Letter Ruling, which must be reasonably satisfactory to Chrysler and    
sufficient to enable Debevoise & Plimpton to render the Chrysler Tax Opinion.   
Assuming that the Chrysler Exchange does qualify for such non-recognition       
treatment, in the opinion of Debevoise & Plimpton, subject to the assumptions   
and qualifications set forth under the heading "Certain Tax Consequences--United
States Federal Income Tax Consequences of the Transactions," the following      
discussion, to the extent it describes matters of law and legal conclusions,    
sets forth the material United States federal income tax consequences of the    
Chrysler Exchange to the U.S. Holders of Chrysler Common Stock under the law in 
effect as of the date of this Proxy Statement/Prospectus.                       

  A U.S. Holder who receives DaimlerChrysler Ordinary Shares in exchange for
Chrysler Common Stock will not recognize gain or loss upon such exchange (except
as described below with respect to cash that is received with respect to a      
fractional DaimlerChrysler Ordinary Share). Accordingly, (i) the aggregate tax  
basis of the DaimlerChrysler Ordinary Shares received by the U.S. Holder will be
the same as the aggregate tax basis of the Chrysler Common Stock surrendered in 
exchange therefor pursuant to the Chrysler Exchange (adjusted with              

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respect to fractional shares) and (ii) the holding period of the DaimlerChrysler
Ordinary Shares will include the holding period of the Chrysler Common Stock    
surrendered in exchange therefor pursuant to the Chrysler Exchange. A U.S.      
Holder who is a "5% shareholder" of DaimlerChrysler AG in accordance with       
applicable Treasury Regulations under Section 367(a) of the Code will qualify   
for the treatment described in this paragraph only if such U.S. Holder files a  
"gain recognition agreement" with the IRS.                                      

    A U.S. Holder who receives cash with respect to a fractional DaimlerChrysler
Ordinary Share in the Chrysler Exchange will be treated as having received such 
fractional share pursuant to the Chrysler Exchange and then as having sold such 
fractional share for cash. The amount of any capital gain or loss attributable  
to such sale will be equal to the difference between the cash received with     
respect to the fractional share and the ratable portion of the tax basis of the 
Chrysler Common Stock surrendered that is allocated to such fractional share. In
the case of an individual U.S. Holder, any such gain will be subject to United  
States federal income tax at a maximum rate of 20% if such U.S. Holder has held 
such Chrysler Common Stock for more than 12 months at the Chrysler Effective    
Time.                                                                           

    Chrysler is permitted under the Combination Agreement to waive (but does not
intend to waive) the receipt of the Private Letter Ruling and the Chrysler Tax  
Opinion as conditions to its obligation to consummate the Chrysler Exchange.    
Chrysler will not waive either condition without first recirculating revised    
proxy materials and resoliciting the vote of its stockholders. Furthermore, the 
Chrysler Tax Opinion is not binding on the IRS or a court and does not preclude 
the IRS or a court from adopting a contrary position. Chrysler will not seek a  
ruling from the IRS as to the tax treatment of the Chrysler Exchange as a       
non-recognition transfer, except with respect to certain issues under Section   
367(a)(1) of the Code. If the Chrysler Exchange is not treated as a             
non-recognition transfer, a U.S. Holder would recognize capital gain or loss    
equal to the difference between the aggregate fair market value of the          
DaimlerChrysler Ordinary Shares received and the aggregate tax basis of the     
Chrysler Common Stock surrendered in exchange therefor. In the case of an       
individual U.S. Holder, any such gain would be subject to United States federal 
income tax at a maximum rate of 20% if such U.S. Holder has held such Chrysler  
Common Stock for more than 12 months at the Chrysler Effective Time.            

CONSEQUENCES OF THE DAIMLER-BENZ EXCHANGE OFFER TO U.S. HOLDERS         

The Daimler-Benz Exchange Offer is intended, when integrated with the   
Chrysler Exchange, to be treated as a transaction described in Section 351(a) of
the Code or, if integrated with the Daimler-Benz Merger, to qualify as a        
reorganization within the meaning of Section 368(a) of the Code. The obligation 
of Daimler-Benz to consummate the Daimler-Benz Exchange Offer is conditioned    
upon the receipt by Daimler-Benz from Skadden, Arps, Slate, Meagher & Flom LLP  
of an opinion, based on representation letters and assumptions, substantially to
the effect that for United States federal income tax purposes, the Daimler-Benz 
Exchange Offer, taking into account the Chrysler Exchange and the Daimler-Benz  
Merger, should be treated as a non-recognition transfer of Daimler-Benz Ordinary
Shares and Daimler-Benz ADSs by the holders thereof in exchange for             
DaimlerChrysler Ordinary Shares (the "Daimler Tax Opinion"). Assuming that the  
Daimler-Benz Exchange Offer does qualify for such treatment, in the opinion of  
Skadden, Arps, Slate, Meagher & Flom LLP, subject to the assumptions and        
qualifications set forth under the heading "Certain Tax Consequences--United    
States Federal Income Tax Consequences of the Transactions," the following      
discussion, to the extent it describes matters of law and legal conclusions,    
sets forth, under the law in effect as of the date of this Proxy                
Statement/Prospectus, the material United States federal income tax consequences
to U.S. Holders that exchange Daimler-Benz ADSs or Daimler-Benz Ordinary Shares 
for DaimlerChrysler Ordinary Shares pursuant to the Daimler-Benz Exchange Offer.

  A U.S. Holder who receives DaimlerChrysler Ordinary Shares in exchange for
Daimler-Benz Ordinary Shares or Daimler-Benz ADSs will not recognize gain or    
loss upon such exchange (except as described below with respect to cash that is 
received with respect to a fractional DaimlerChrysler Ordinary Share).          
Accordingly, (i) the aggregate tax basis of the DaimlerChrysler Ordinary Shares 
received by the U.S. Holder will be the same as the aggregate tax basis of the  
Daimler-Benz Ordinary Shares or Daimler-Benz ADSs surrendered in exchange       
therefor pursuant to the Daimler-Benz Exchange Offer (adjusted with respect to  
fractional shares) and (ii) the holding period of the DaimlerChrysler Ordinary  
Shares will include the holding period of the Daimler-Benz                      

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Ordinary Shares or Daimler-Benz ADSs surrendered in exchange therefor pursuant  
to the Daimler-Benz Exchange Offer.                                             

    A U.S. Holder who receives cash with respect to a fractional DaimlerChrysler
Ordinary Share in the Daimler-Benz Exchange Offer will be treated as having     
received such fractional share pursuant to the Daimler-Benz Exchange Offer and  
then as having sold such fractional share for cash. The amount of any capital   
gain or loss attributable to such sale will be equal to the difference between  
the cash received with respect to the fractional share and the ratable portion  
of the tax basis of the Daimler-Benz Ordinary Share or Daimler-Benz ADS         
surrendered that is allocated to such fractional share. In the case of an       
individual U.S. Holder, any such gain will be subject to United States federal  
income tax at a maximum rate of 20% if such U.S. Holder has held such           
Daimler-Benz Ordinary Share or Daimler-Benz ADS for more than 12 months at the  
consummation of the Daimler-Benz Exchange Offer.                                

    In accordance with recently issued Treasury Regulations under Section 367(a)
of the Code, a U.S. Holder who is a "5% shareholder" of DaimlerChrysler AG will 
qualify for the treatment described in the two preceding paragraphs only if such
U.S. Holder files a "gain recognition agreement" with the IRS; a U.S. Holder who
is not a "5% shareholder" of DaimlerChrysler AG is not subject to any special   
filing requirements under Section 367 of the Code. The IRS has indicated        
informally, however, that it intends to amend these Treasury Regulations with   
retroactive effect such that the rules described in the preceding sentence would
apply only if the Daimler-Benz Exchange Offer is not integrated with the        
Daimler-Benz Merger for United States federal income tax purposes. If the       
Daimler-Benz Exchange Offer is integrated with the Daimler-Benz Merger for      
United States federal income tax purposes, it currently is anticipated that such
amendments to the Treasury Regulations will require that each U.S. Holder who   
realizes gain upon the exchange of Daimler-Benz Ordinary Shares or              
Daimler-Benz ADSs for DaimlerChrysler Ordinary Shares pursuant to the           
Daimler-Benz Exchange Offer comply with the notice requirements presently set   
forth in the Temporary Regulations under Section 367(b) of the Code in order to 
qualify for the treatment described in the two preceding paragraphs and that    
each "5% shareholder" of DaimlerChrysler AG will not be required to file a "gain
recognition agreement." DaimlerChrysler AG currently intends to treat the       
Daimler-Benz Exchange Offer and the Daimler-Benz Merger as integrated           
transactions for United States federal income tax purposes. There can be no     
assurance, however, that the Daimler-Benz Exchange Offer will be integrated with
the Daimler-Benz Merger for United States federal income tax purposes or that   
the IRS or a court will not otherwise take a contrary position. U.S. Holders    
should consult their own tax advisors regarding these rules and any amendments  
to such rules.                                                                  

    Daimler-Benz is permitted under the Combination Agreement to waive (but does
not intend to waive) receipt of the Daimler-Benz Tax Opinion as a condition to  
its obligation to close the Daimler-Benz Exchange Offer. Furthermore, the       
Daimler-Benz Tax Opinion is not binding on the IRS or a court and does not      
preclude the IRS or a court from adopting a contrary position. Daimler-Benz will
not seek a ruling from the IRS as to the tax treatment of the Daimler-Benz      
Exchange Offer as a non-recognition transfer. If the Daimler-Benz Exchange Offer
is not treated as a non-recognition transfer, a U.S. Holder would recognize     
capital gain or loss equal to the difference between the aggregate fair market  
value of the DaimlerChrysler Ordinary Shares received (including any fractional 
DaimlerChrysler Ordinary Shares that are deemed to be received) and the         
aggregate tax basis of the Daimler-Benz Ordinary Shares or Daimler-Benz ADSs    
surrendered in exchange therefor. In the case of an individual U.S. Holder, any 
such gain would be subject to United States federal income tax at a maximum rate
of 20% if such U.S. Holder has held such Daimler-Benz Ordinary Shares or        
Daimler-Benz ADSs for more than 12 months at the consummation of the            
Daimler-Benz Exchange Offer.                                                    

CONSEQUENCES OF THE DAIMLER-BENZ MERGER TO U.S. HOLDERS                 

  In the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, subject to the
assumptions and qualifications set forth under the heading "Certain Tax         
Consequences--United States Federal Income Tax Consequences of the              
Transactions," the following discussion, to the extent it describes matters of  
law and legal conclusions, sets forth, under the law in effect as of the date of
this Proxy Statement/Prospectus, the material United States federal income tax  
consequences to U.S. Holders that exchange Daimler-Benz Ordinary Shares or      
Daimler-Benz                                                                    

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ADSs for DaimlerChrysler Ordinary Shares pursuant to the Daimler-Benz Merger. If
the Daimler-Benz Merger is integrated with the Daimler-Benz Exchange Offer for  
United States federal income tax purposes, the Daimler-Benz Merger should       
qualify as a reorganization within the meaning of Section 368(a) of the Code, in
which case a U.S. Holder who receives DaimlerChrysler Ordinary Shares in        
exchange for Daimler-Benz Ordinary Shares or Daimler-Benz ADSs will not         
recognize gain or loss upon such exchange (except as described below with       
respect to cash that is received with respect to a fractional DaimlerChrysler   
Ordinary Share). Accordingly, (i) the aggregate tax basis of the DaimlerChrysler
Ordinary Shares received by the U.S. Holder will be the same as the aggregate   
tax basis of the Daimler-Benz Ordinary Shares or Daimler-Benz ADSs surrendered  
in exchange therefor pursuant to the Daimler-Benz Merger (adjusted with respect 
to fractional shares) and (ii) the holding period of the DaimlerChrysler        
Ordinary Shares will include the holding period of the Daimler-Benz Ordinary    
Shares or Daimler-Benz ADSs surrendered in exchange therefor pursuant to the    
Daimler-Benz Merger.                                                            

If the Daimler-Benz Merger is integrated with the Daimler-Benz Exchange 
Offer for United States federal income tax purposes, a U.S. Holder who receives 
cash with respect to a fractional DaimlerChrysler Ordinary Share in the         
Daimler-Benz Merger will be treated as having received such fractional share    
pursuant to the Daimler-Benz Merger and then as having sold such fractional     
share for cash. The amount of any capital gain or loss attributable to such sale
will be equal to the difference between the cash received with respect to the   
fractional share and the ratable portion of the tax basis of the Daimler-Benz   
Ordinary Share or Daimler-Benz ADS surrendered that is allocated to such        
fractional share. In the case of an individual U.S. Holder, any such gain will  
be subject to United States federal income tax at a maximum rate of 20% if such 
U.S. Holder has held such Daimler-Benz Ordinary Share or Daimler-Benz ADS for   
more than 12 months at the Daimler-Benz Effective Time.                         

    In accordance with recently issued Treasury Regulations under Section 367(a)
of the Code, a U.S. Holder who is a "5% shareholder" of DaimlerChrysler AG will 
qualify for the treatment described in the two preceding paragraphs only if such
U.S. Holder files a "gain recognition agreement" with the IRS; a U.S. Holder who
is not a "5% shareholder" of DaimlerChrysler AG is not subject to any special   
filing requirements under Section 367 of the Code. The IRS has indicated        
informally, however, that it intends to amend these Treasury Regulations with   
retroactive effect such that the rules described in the preceding sentence would
not apply. It currently is anticipated that such amendments to the Treasury     
Regulations will require that each U.S. Holder who realizes gain upon the       
exchange of Daimler-Benz Ordinary Shares or Daimler-Benz ADSs for               
DaimlerChrysler Ordinary Shares pursuant to the Daimler-Benz Merger comply with 
the notice requirements presently set forth in the Temporary Regulations under  
367(b) of the Code in order to qualify for the treatment described in the two   
preceding paragraphs and that each "5% shareholder" of DaimlerChrysler AG will  
not be required to file a "gain recognition agreement." DaimlerChrysler AG      
currently intends to treat the Daimler-Benz Exchange Offer and the Daimler-Benz 
Merger as integrated transactions that qualify as a reorganization within the   
meaning of Section 368(a) of the Code. There can be no assurance, however, that 
the Daimler-Benz Exchange Offer will be integrated with the Daimler-Benz Merger 
for United States federal income tax purposes or that the IRS or a court will   
not otherwise take a contrary position. U.S. Holders should consult their own   
tax advisors regarding these rules and any amendments to such rules.            

   If the Daimler-Benz Merger is not integrated with the Daimler-Benz Exchange
Offer for United States federal income tax purposes, a U.S. Holder who exchanges
Daimler-Benz Ordinary Shares or Daimler-Benz ADSs for DaimlerChrysler Ordinary  
Shares pursuant to the Daimler-Benz Merger will recognize capital gain or loss  
equal to the difference between the aggregate fair market value of the          
DaimlerChrysler Ordinary Shares received (including any fractional              
DaimlerChrysler Ordinary Shares deemed to be received) and the aggregate tax    
basis of the Daimler-Benz Ordinary Shares or Daimler-Benz ADSs surrendered in   
exchange therefor. In the case of an individual U.S. Holder, any such gain would
be subject to United States federal income tax at a maximum rate of 20% if such 
U.S. Holder has held such Daimler-Benz Ordinary Shares or Daimler-Benz ADSs for 
more than 12 months at the Daimler-Benz Effective Time.                         

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CERTAIN TAX CONSEQUENCES OF HOLDING DAIMLERCHRYSLER ORDINARY SHARES     

  The following is a discussion of the material United States federal income
and German tax consequences to Qualified Holders holding DaimlerChrysler        
Ordinary Shares. This discussion is based upon existing United States federal   
income and German tax law, including legislation, regulations, administrative   
rulings and court decisions, as in effect on the date of this Proxy             
Statement/Prospectus, all of which are subject to change, possibly with         
retroactive effect. For purposes of this discussion, in general, a "Qualified   
Holder" means a U.S. Holder that (i) is a resident of the United States for     
purposes of the United States-Germany income tax treaty (the "Income Tax        
Treaty"), which generally includes an individual United States resident, a      
corporation created or organized under the laws of the United States, any state 
thereof or the District of Columbia and a partnership, estate or trust, to the  
extent its income is subject to taxation in the United States as the income of a
United States resident, either in its hands or in the hands of its partners or  
beneficiaries, (ii) does not hold DaimlerChrysler Ordinary Shares as part of the
business property of a permanent establishment located in Germany or as part of 
a fixed base of an individual located in Germany and used for the performance of
independent personal services and (iii) if not an individual, is not subject to 
the limitation on benefits restrictions in the Income Tax Treaty. This          
discussion assumes the Qualified Holder holds DaimlerChrysler Ordinary Shares as
a capital asset. This discussion does not discuss all aspects of United States  
federal income and German taxation that may be relevant to all Qualified Holders
in light of their particular circumstances, such as Qualified Holders whose     
stock was acquired pursuant to the exercise of an employee stock option or      
otherwise as compensation or Qualified Holders who are subject to special       
treatment under the United States federal income tax laws (for example,         
financial institutions, insurance companies, tax-exempt organizations and       
broker-dealers). This discussion also does not address any aspects of state,    
local or non-United States (other than certain German) tax law.                 

EACH QUALIFIED HOLDER IS STRONGLY ADVISED TO CONSULT HIS OR HER OWN TAX 
ADVISORS AS TO THE UNITED STATES FEDERAL INCOME AND GERMAN TAX CONSEQUENCES OF  
HOLDING DAIMLERCHRYSLER ORDINARY SHARES, INCLUDING THE PARTICULAR FACTS AND     
CIRCUMSTANCES THAT MAY BE UNIQUE TO SUCH QUALIFIED HOLDER, AND AS TO ANY OTHER  
TAX CONSEQUENCES OF HOLDING DAIMLERCHRYSLER ORDINARY SHARES.                    

TAXATION OF DIVIDENDS                                                   

Under German law, German corporations are required to withhold tax on   
dividends in an amount equal to 25% of the gross amount paid to resident and    
nonresident stockholders. A partial refund of this 25% withholding tax can be   
obtained by Qualified Holders under the Income Tax Treaty (subject to certain   
limitations). Qualified Holders generally are subject to United States federal  
income tax on dividends paid by German corporations. Subject to applicable      
limitations of United States federal income tax law, Qualified Holders may be   
able to claim a foreign tax credit for certain German income taxes paid. The    
amount of the refund of German withholding tax and the determination of the     
foreign tax credit allowable against United States federal income tax generally 
depend on whether or not the Qualified Holder is a United States corporation    
owning at least 10% of the voting stock of DaimlerChrysler AG (a "10% Holder"). 

In the case of any Qualified Holder other than a 10% Holder, the German 
withholding tax is partially refunded under the Income Tax Treaty, effectively  
reducing the withholding tax to 15% of the gross amount of the dividend. In     
addition, so long as the German imputation system provides German resident      
individual stockholders with a tax credit in respect of dividends paid by German
corporations, the Income Tax Treaty provides that Qualified Holders (other than 
10% Holders) are entitled to an additional refund equal to 5% of the gross      
amount of the dividend. For United States federal income tax purposes, the      
benefit resulting from this additional 5% treaty refund is treated as a refund  
received by the Qualified Holder with respect to German corporate taxes equal to
5.88% of the gross amount of the dividend, subject to a German withholding tax  
of 0.88% (15% of 5.88%). Qualified Holders (other than, in certain              
circumstances, 10% Holders) will not be entitled to the dividends received      
deduction with respect to dividends paid by DaimlerChrysler AG.                 

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Thus, for each $100 of gross dividend paid by DaimlerChrysler AG to a   
Qualified Holder (other than a 10% Holder), the dividend after partial refund of
the 25% withholding tax under the Income Tax Treaty will be subject to a German 
withholding tax of $15. If the Qualified Holder also applies for the additional 
5% treaty refund, German withholding tax is effectively reduced to $10; the cash
received per $100 of gross dividend is $90. For United States federal income tax
purposes, the Qualified Holder generally is treated as receiving a total        
dividend of $105.88 (to the extent paid out of current or accumulated earnings  
and profits of DaimlerChrysler AG as determined for United States federal income
tax purposes), consisting of the $100 gross dividend and the deemed refund of   
German corporate tax of $5.88. The notional $105.88 dividend is deemed to have  
been subject to German withholding tax of $15.88. Thus, for each $100 of gross  
dividend, the Qualified Holder will include $105.88 in gross income and may be  
entitled to a foreign tax credit of $15.88, subject to applicable limitations of
United States federal income tax law.                                           

    In the case of a 10% Holder, the 25% German withholding tax is reduced under
the Income Tax Treaty to 5% of the gross amount of the dividend. Such 10%       
Holders may, therefore, apply for a refund of German withholding tax in the     
amount of 20% of the gross amount of the dividend. Subject to applicable        
limitations of United States federal income tax laws, a 10% Holder may be       
entitled to a foreign tax credit for the 5% German withholding tax on dividends 
and for the portion of the total income taxes (trade income tax and corporation 
income tax including any surtax) paid by DaimlerChrysler AG attributable to the 
distributed profits.                                                            

   Dividends paid in marks (or Euros) to a Qualified Holder of DaimlerChrysler
Ordinary Shares will be included in income in a dollar amount calculated by     
reference to the exchange rate in effect on the date the dividends (including   
any deemed refund of German corporate tax) are received or treated as received  
by such holder. If dividends paid in marks (or Euros) are converted into dollars
on the date received or treated as received, Qualified Holders generally should 
not be required to recognize foreign currency gain or loss in respect of each   
dividend.                                                                       

A surtax on the German withholding tax is currently levied on dividend  
distributions paid by a German resident company. Effective January 1, 1998, the 
rate of this surtax has been reduced from 7.5% to 5.5%. Based on the new rate,  
the surtax amounts to 1.375% (5.5% X 25%) of the gross dividend amount. Under   
the Income Tax Treaty, Qualified Holders are entitled to a full refund of this  
surtax.                                                                         

 Under Section 904(g) of the Code, dividends paid by a foreign corporation
that is treated as more than 50% owned by United States persons may be treated  
as United States source income (rather than foreign source income) for foreign  
tax credit purposes, to the extent the foreign corporation earns United States  
source income. Such treatment may adversely affect Qualified Holders' ability to
use foreign tax credits. It is possible that, after the Transactions,           
DaimlerChrysler AG may be treated as more than 50% owned by United States       
persons for purposes of Section 904(g) of the Code.                             

REFUND PROCEDURES                                                       

  To claim the refund reflecting the reduction of the German withholding tax
from 25% to 15% (to 5% for 10% Holders), the additional 5% treaty refund and the
refund of the 5.5% German surtax, when applicable, a Qualified Holder must      
submit (either directly or, as described below, through the U.S. Transfer Agent)
a claim for refund to the German tax authorities, with the original bank voucher
(or certified copy thereof) issued by the paying entity documenting the tax     
withheld within four years from the end of the calendar year in which the       
dividend is received. Claims for refund are made on a special German claim for  
refund form, which must be filed with the German tax authorities: Bundesamt fur 
Finanzen, 53221 Bonn-Beuel, Germany. The German claim for refund forms may be   
obtained from the German tax authorities at the same address where the          
applications are filed, from the Embassy of the Federal Republic of Germany,    
4645 Reservoir Road, N.W., Washington, D.C. 20007-1998 or from the Office of    
International Operations, Internal Revenue Service, 1325 K Street, N.W.,        
Washington, D.C. 20225, Attention: Taxpayer Service Division, Room 900.         

Qualified Holders must also submit to the German tax authorities        
certification (IRS Form 6166) of their last filed United States federal income  
tax return. Such certification is obtained from the office of the Director of   
the Internal Revenue Service Center by filing a request for certification with  
the Internal Revenue Service                                                    

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Center in Philadelphia, Pennsylvania, Foreign Certificate Request, P.O. Box     
16347, Philadelphia, PA 19114-0447. Requests for certification are to be made in
writing and must include the Qualified Holder's name, social security number or 
employer identification number, tax return form number and tax period for which 
certification is requested. The IRS will send the certification directly to the 
German tax authorities. This certification is valid for three years and need    
only be resubmitted in a fourth year in the event of a subsequent application   
for refund.                                                                     

   In accordance with arrangements under the U.S. Transfer Agent Agreement (as
defined herein), the DaimlerChrysler Ordinary Shares held by certain Qualified  
Holders will be registered with the U.S. Transfer Agent, which will receive and 
distribute dividends to Qualified Holders of DaimlerChrysler Ordinary Shares and
perform administrative functions necessary to claim the refund reflecting the   
reduction in German withholding tax from 25% to 15% (to 5% for 10% Holders), the
additional 5% treaty refund and the refund of the 5.5% German surtax, when      
applicable, for such holders. These arrangements may be amended or revoked at   
any time in the future.                                                         

 The U.S. Transfer Agent will prepare the German claim for refund forms on
behalf of certain of the Qualified Holders of DaimlerChrysler Ordinary Shares   
and file them with the German tax authorities. In order for the U.S. Transfer   
Agent to file the claim for refund forms, the U.S. Transfer Agent will prepare  
and mail to the Qualified Holders of such DaimlerChrysler Ordinary Shares, and  
such holders will be requested to sign and return to the U.S. Transfer Agent,   
(i) a statement authorizing the U.S. Transfer Agent to perform these procedures 
and agreeing that the German tax authorities may inform the IRS of any refunds  
of German taxes and (ii) a written authorization to remit the refund of         
withholding to an account other than that of the Qualified Holder. Qualified    
Holders must also submit to the U.S. Transfer Agent certification (IRS Form     
6166) of their last filed United States federal income tax return. The U.S.     
Transfer Agent will attach the signed statement, the IRS Form 6166 and the      
documentation issued by the paying agency documenting the dividend paid and the 
tax withheld to the claim for refund form and file them with the German tax     
authorities.                                                                    

To the extent Qualified Holders own DaimlerChrysler Ordinary Shares     
registered with brokers participating in the Depository Trust Company, it is    
expected that such brokers will assist the U.S. Transfer Agent in performing the
procedures described above and, in particular, prepare and forward the German   
claim for refund forms together with the required documentation to the U.S.     
Transfer Agent. The U.S. Transfer Agent will then file the German claim for     
refund forms and any attachments thereto with the German tax authorities.       

The German tax authorities will issue refunds denominated in marks (or  
Euros). In the case of DaimlerChrysler Ordinary Shares held by certain Qualified
Holders, the refunds will be issued in the name of the U.S. Transfer Agent,     
which will convert the refunds to dollars and issue corresponding refund checks 
to the Qualified Holders of such DaimlerChrysler Ordinary Shares and brokers.   
Such brokers, in turn, will remit corresponding refund amounts to the Qualified 
Holders holding DaimlerChrysler Ordinary Shares registered with such brokers.   
Qualified Holders of DaimlerChrysler Ordinary Shares who receive a refund       
attributable to reduced withholding taxes under the Income Tax Treaty may be    
required to recognize foreign currency gain or loss, which will be treated as   
ordinary income or loss, to the extent that the dollar value of the refund      
received or treated as received by the Qualified Holder differs from the U.S.   
dollar equivalent of the refund on the date the dividend on which such          
withholding taxes were imposed was received or treated as received by the       
Qualified Holder.                                                               

TAXATION OF CAPITAL GAINS                                               

Under the Income Tax Treaty, a Qualified Holder will not be liable for  
German tax on capital gains realized or accrued on the sale or other disposition
of DaimlerChrysler Ordinary Shares.                                             

Upon a sale or other disposition of DaimlerChrysler Ordinary Shares, a  
Qualified Holder will recognize capital gain or loss for United States federal  
income tax purposes equal to the difference between the amount realized and the 
Qualified Holder's aggregate tax basis in the DaimlerChrysler Ordinary Shares.  
In the case of an individual Qualified Holder of DaimlerChrysler ADSs or        
DaimlerChrysler Ordinary Shares, any such capital                               

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gain will be subject to a maximum United States federal income tax rate of 20%, 
if the individual Qualified Holder's holding period in such DaimlerChrysler     
Ordinary Shares is more than 12 months.                                         

GIFT AND INHERITANCE TAXES                                              

The United States-Germany estate tax treaty provides that an individual 
whose domicile is determined to be in the United States for purposes of such    
treaty will not be subject to German inheritance and gift tax (the equivalent of
the United States federal estate and gift tax) on the individual's death or     
making of a gift unless the DaimlerChrysler Ordinary Shares (i) are part of the 
business property of a permanent establishment located in Germany or (ii) are   
part of the assets of a fixed base of an individual located in Germany and used 
for the performance of independent personal services. An individual's domicile  
in the United States, however, does not prevent imposition of German inheritance
and gift tax with respect to an heir, donee or other beneficiary who is         
domiciled in Germany at the time the individual died or the gift was made.      

  The United States-Germany estate tax treaty also provides a credit against
United States federal estate and gift tax liability for the amount of           
inheritance and gift tax paid in Germany, subject to certain limitations, in a  
case where the DaimlerChrysler Ordinary Shares are subject to German inheritance
or gift tax and United States federal estate or gift tax.                       

GERMAN CAPITAL TAX (VERMOGENSTEUER)                                     

  The Income Tax Treaty provides that a Qualified Holder will not be subject
to German capital tax (VERMOGENSTEUER) with respect to the DaimlerChrysler      
Ordinary Shares. As a result of a judicial decision, the German capital tax     
(VERMOGENSTEUER) presently is not imposed.                                      

OTHER GERMAN TAXES                                                      

   There are no German transfer, stamp or other similar taxes that would apply
to Qualified Holders upon receipt (including pursuant to the Transactions),     
purchase, holding or sale of DaimlerChrysler Ordinary Shares.                   

UNITED STATES INFORMATION REPORTING AND BACKUP WITHHOLDING              

 Distributions of dividends on DaimlerChrysler Ordinary Shares paid within
the United States or through certain United States-related financial            
intermediaries are subject to information reporting and may be subject to backup
withholding at a 31% rate unless the Qualified Holder (i) is a corporation or   
other exempt recipient or (ii) provides a taxpayer identification number and    
certifies that no loss of exemption from backup withholding has occurred.       

Anticipated Accounting Treatment                                                

Chrysler and Daimler-Benz intend that the Transactions will qualify as a
pooling-of-interests under APB No. 16 for accounting and financial reporting    
purposes. If, however, the Daimler-Benz Exchange Offer is consummated after the 
Minimum Condition has been changed to the 80% Minimum, the Transactions will be 
accounted for using the purchase method of accounting rather than using the     
pooling-of-interests method of accounting.                                      

Whether the Transactions are accounted for as a purchase or as a        
pooling-of-interests could have a significant impact on the reported financial  
position of DaimlerChrysler AG following consummation of the Transactions. In   
general, the purchase method accounts for a business combination as the         
acquisition of one company by another. Purchase accounting requires that the    
purchase price and costs of the acquisition be allocated to all of the assets   
acquired and liabilities assumed, based on their fair value. If the purchase    
price exceeds the fair value of the purchased company's net assets, the excess  
is recorded as goodwill and amortized. Earnings or losses of the purchased      
company are included in the buyer's financial statements from the consummation  
date of the acquisition. The pooling-of-interests method accounts for the       
business combination as the uniting of the ownership interests of two companies 
by the exchange of voting securities. Under the                                 

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pooling-of-interests method, assets, liabilities and stockholders equity of each
company are carried forward at their previous carrying amounts. Operating       
results of both companies are combined for all prior periods prior to the       
consummation date. See "Unaudited Pro Forma Combined Financial Information."    

Issuance of Additional Shares of Chrysler Common Stock                          

    Because of certain purchases of Chrysler Common Stock by Chrysler within the
past two years, Chrysler, in order to facilitate the treatment of the           
Transactions as a pooling-of-interests, intends to issue and sell such number   
(estimated at 30.0 million shares) of shares of Chrysler Common Stock as are    
necessary so that the Transactions can be accounted for as a                    
pooling-of-interests. These additional shares will be issued shortly prior to   
the Chrysler Effective Time and will be treated for all purposes as issued and  
outstanding at the Chrysler Effective Time. Chrysler expects to issue these     
additional shares in an underwritten public offering or, alternatively, a "block
sale" to underwriters. These additional shares will not be issued, however, if  
the Daimler-Benz Exchange Offer is consummated after the Minimum Condition has  
been changed to the 80% Minimum.                                                

Affiliates' Restrictions on Sale of DaimlerChrysler Ordinary Shares             

    The DaimlerChrysler Ordinary Shares to be issued in the Chrysler Merger will
have been registered under the Securities Act, thereby allowing those shares to 
be traded without restriction by all former holders of Chrysler Common Stock who
are not deemed to be "affiliates" of Chrysler at the time of the Chrysler       
Special Meeting (as "affiliates" is defined for purposes of Rule 145 under the  
Securities Act or for purposes of qualifying the Transactions for               
"pooling-of-interests" accounting treatment).                                   

In addition, the Combination Agreement requires each of Daimler-Benz and
Chrysler to use its reasonable best efforts to cause its affiliates to enter    
into agreements that restrict the ability of such affiliates to sell Chrysler   
Common Stock, Daimler-Benz Ordinary Shares, Daimler-Benz ADSs and               
DaimlerChrysler Ordinary Shares received upon consummation of the Transactions, 
as the case may be. See "The Combination Agreement--The Chrysler Merger."       

Regulatory Approvals                                                            

UNITED STATES ANTITRUST NOTIFICATION. Under the HSR Act and the rules   
promulgated thereunder by the United States Federal Trade Commission (the       
"FTC"), certain acquisition transactions may not be consummated until           
notifications have been given and certain information has been furnished to the 
Antitrust Division of the United States Department of Justice (the "Antitrust   
Division") and the FTC and specified waiting period requirements have been      
satisfied. On July 2, 1998, the requisite Notification and Report Forms were    
filed with respect to the Transactions with the Antitrust Division and the FTC. 
The FTC granted early termination of the waiting periods under the HSR Act as of
July 30, 1998.                                                                  

    The clearance process does not confer antitrust immunity and therefore it is
possible that, at any time before or after the Chrysler Effective Time,         
notwithstanding that the HSR Act waiting periods have expired or been           
terminated, the FTC or the Antitrust Division could take such action under the  
antitrust laws as it deems necessary or desirable in the public interest,       
including seeking to enjoin the consummation of the Transactions or seeking     
divestiture of certain assets of Daimler-Benz or Chrysler. In addition, at any  
time before or after the consummation of the Transactions, notwithstanding that 
the HSR Act waiting periods have expired or been terminated, any state could    
take such action under the antitrust laws as it deems necessary or desirable in 
the public interest, including seeking to enjoin the consummation of the        
Transactions, rescission of the Transactions or divestiture of certain assets of
Daimler-Benz or Chrysler. Private parties may also seek to take legal action    
under the antitrust laws under certain circumstances. There can be no assurance 
that a challenge to the Transactions on antitrust grounds will not be made or,  
if such a challenge is made, with respect to the result thereof.                

EUROPEAN ANTITRUST APPROVAL.  Under Regulation (EEC) No. 4064/89 of the 
Council of the European Union, the Transactions may not be consummated until the
Commission of the European Union has granted its approval thereof or such       
approval has been deemed to have been granted. On June 22, 1998, the requisite  

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notification was filed with respect to the Transactions with the EC Commission. 
On July 22, 1998, the Commission of the European Union granted its approval of  
the Transactions.                                                               

    There can be no assurance that a challenge to the decision of the Commission
of the European Union will not be made by private parties or by Member States of
the European Union or, if such a challenge were to be made, what the outcome    
would be.                                                                       

OTHER ANTITRUST NOTIFICATIONS.  The antitrust and competition laws of   
certain other non-U.S. jurisdictions require (or, in some instances, provide for
on a voluntary basis) notification of certain transactions and the observance of
pre-consummation waiting periods. Daimler-Benz and Chrysler will make any such  
other required filings (and, if deemed in Daimler-Benz' and Chrysler's          
interests, any such voluntary filings) with the appropriate antitrust and       
competition authorities as promptly as practicable. There can be no assurance   
that a challenge to the Transactions will not be made on antitrust or           
competition grounds or, if such a challenge were to be made, what the outcome   
would be.                                                                       

   FEDERAL RESERVE BOARD.  Daimler-Benz has conducted itself as a "subsidiary"
of Deutsche Bank AG under the Bank Holding Company Act of 1956 (the "BHC Act")  
and the International Banking Act of 1978 because of Deutsche Bank's ownership  
of Daimler-Benz Ordinary Shares. The percentage of DaimlerChrysler Ordinary     
Shares owned by Deutsche Bank AG following the Transactions will be             
substantially smaller than the percentage of Daimler-Benz Ordinary Shares       
currently owned by Deutsche Bank AG. Daimler-Benz therefore believes that       
DaimlerChrysler AG will not need to conduct itself as a subsidiary of Deutsche  
Bank AG under the BHC Act following the Transactions and that no application    
will need to be filed with the Federal Reserve Board for prior approval of the  
Transactions.                                                                   

 EXON-FLORIO.  Under Section 721 of Title VII of the United States Defense
Production Act of 1950 (the "DPA Act"), as amended by Section 5021 of the       
Omnibus Trade and Competitiveness Act of 1988 and the Defense National          
Authorization Act of 1993 ("Exon-Florio"), the President of the United States or
his designee is empowered to take certain actions in relation to mergers,       
acquisitions and takeovers by foreign persons which could result in foreign     
control of persons engaged in interstate commerce in the United States. In      
particular, Exon-Florio enables the President to block or reverse any           
acquisitions by foreign persons which threaten to impair the national security  
of the United States.                                                           

 Under the terms of Exon-Florio, a foreign company or U.S. subsidiary of a
foreign company acquiring a U.S. company may notify the Committee on Foreign    
Investment in the United States ("CFIUS") of the proposed transaction, whereupon
CFIUS must decide within 30 days whether to investigate the transaction. Any    
investigation must be completed in 45 days. A decision by the President to take 
action must be announced within 15 days of the completion of the investigation. 
Daimler-Benz and Chrysler filed a notification with CFIUS pursuant to Section   
721 of the DPA Act on July 28, 1998. Accordingly, CFIUS has until August 27,    
1998 to make a determination as to whether an investigation is necessary. If an 
investigation is undertaken, and CFIUS determines that U.S. national security   
may be impaired by the proposed transaction, then CFIUS may recommend to the    
President that he suspend or prohibit the transaction, or direct the U.S.       
Attorney General to seek divestment relief in U.S. District Courts. Daimler-Benz
and Chrysler do not believe that the Transactions threaten to impair the        
national security of the United States.                                         

Stock Exchange Listings                                                         

   The DaimlerChrysler Ordinary Shares have been approved for listing, subject
to official notice of issuance, on the NYSE, and the DaimlerChrysler Ordinary   
Shares are expected to be approved for listing on the FSE. Following            
consummation of the Daimler-Benz Exchange Offer, the DaimlerChrysler Ordinary   
Shares will be traded on the NYSE under the symbol "DCX." In addition, it is    
expected that DaimlerChrysler Ordinary Shares will be traded on the Chicago,    
Pacific, Philadelphia, London, Paris, Montreal, Toronto, Swiss, Vienna and Tokyo
stock exchanges as well as all German stock exchanges.                          

 Following the Chrysler Merger, the Chrysler Common Stock will be delisted
from the NYSE. Following the Daimler-Benz Merger, Daimler-Benz Ordinary Shares  
and Daimler-Benz ADSs will no longer be outstanding                             

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and will no longer be listed on the FSE or, in the case of the Daimler-Benz     
ADSs, on the NYSE. See "Risk Factors."                                          

Appraisal Rights                                                                

    Chrysler stockholders are not entitled to appraisal rights under the DGCL in
connection with the Chrysler Merger. Accordingly, stockholders who do not wish  
to receive DaimlerChrysler Ordinary Shares in exchange for their shares of      
Chrysler Common Stock must liquidate their investment by selling their Chrysler 
Common Stock prior to the consummation of the Chrysler Merger.                  

Chrysler Preferred Share Purchase Rights                                        

Chrysler has amended its preferred stock purchase rights plan to provide
that the rights will not become exercisable as a result of the signing of the   
Combination Agreement or the consummation of the Transactions.                  

German Valuation Proceeding (SPRUCHVERFAHREN)                                   

Any Remaining Stockholder following the Daimler-Benz Exchange Offer who 
continues to hold Daimler-Benz Ordinary Shares, including those represented by  
Daimler-Benz ADSs at the time of the Daimler-Benz Merger, may, pursuant to      
Sections 15 and 305 of the German Transformation Act (UMWANDLUNGSGESETZ), within
two months following the effective publication of the registration of the       
Daimler-Benz Merger, initiate a valuation proceeding (SPRUCHVERFAHREN) in the   
District Court of Stuttgart to determine the adequacy of the Daimler-Benz Merger
Exchange Ratio and to seek a supplementary cash payment in addition to the      
Daimler-Benz Merger Consideration received by such holder in the Daimler-Benz   
Merger if the Daimler-Benz Merger Exchange Ratio is deemed to be inadequate. Any
Remaining Stockholder may initiate such a proceeding even if such stockholder   
acquired Daimler-Benz Ordinary Shares or Daimler-Benz ADSs after the date of the
Daimler-Benz Special Meeting or if such stockholder voted in favor of the       
Daimler-Benz Merger.                                                            

 Following initiation of the court procedure, the district court publishes
the petition in the Federal Gazette (BUNDESANZEIGER). Within two months         
following such publication other Remaining Stockholders may join the proceeding 
by filing their own petition. Thereafter, the district court appoints a common  
representative who acts as legal representative for the Remaining Stockholders  
who have not filed a petition.                                                  

The district court is not bound by the rules of evidence pertaining to a
civil case in such a proceeding but is obligated to hear all evidence it        
considers necessary to decide the petition regardless of whether such evidence  
was presented by the petitioners or the company. The court may appoint a        
certified public accountant or accounting firm as court expert to determine the 
per share value of the merging entities. Such expert may conduct a comprehensive
valuation of both constituent companies.                                        

In the event that the court were to find that the Daimler-Benz Merger   
Exchange Ratio was too low from the point of view of the Remaining Stockholders,
it would not change the share-for-share exchange ratio in the Daimler-Benz      
Merger. The court would, however, award a supplemental cash payment to all      
Remaining Stockholders (not only those Remaining Stockholders who filed a       
petition in the award procedure) payable by DaimlerChrysler AG. Such award is   
payable with interest at 2% above the discount rate of the Bundesbank from the  
date of the effective publication of the registration of the Daimler-Benz Merger
in the commercial register (HANDELSREGISTER).                                   

  Regardless of the outcome of the proceeding, the company against which the
petition is brought bears the cost of the proceeding, unless the court          
determines that it would be inequitable to do so.                               

There is only one reported case involving valuation proceedings         
(SPRUCHVERFAHREN) in corporate mergers under the current law relating thereto,  
which was published in June 1998. In addition, there have been no reported      
valuation proceedings (SPRUCHVERFAHREN) involving unaffiliated parties.         
Consequently, the outcome of any such procedure is difficult to predict. There  
can be no assurance that a valuation award proceeding                           

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(SPRUCHVERFAHREN) will not be brought in connection with the Daimler-Benz Merger
or that the court will not award significant supplemental payments to the       
Remaining Stockholders.                                                         

  Daimler-Benz believes the Daimler-Benz Merger Exchange Ratio, which is the
result of arm's-length negotiations between representatives of Chrysler and     
Daimler-Benz, has been properly determined under applicable German valuation    
principles and is fair to the holders of Daimler-Benz Ordinary Shares and       
Daimler-Benz ADSs. Accordingly, if a SPRUCHVERFAHREN were commenced,            
DaimlerChrysler AG would vigorously defend against any contrary allegation in   
such a proceeding. In addition, the auditors for the Daimler-Benz Merger        
(VERSCHMELZUNGSPRUFER) appointed by the German court pursuant to the German     
Transformation Act (UMWANDLUNGSGESETZ) have reported that the Daimler-Benz      
Merger Exchange Ratio was correctly determined in accordance with applicable    
German valuation principles and is adequate.                                    

    The Business Valuation Committee of the "Institut der Wirtschaftsprufer" has
established accepted methodologies for valuing businesses in connection with    
merger transactions. These methodologies are set forth in HFA 2/1983 "Principles
of Conducting Enterprise Valuations" and HFA 6/1988 "Relating to the Merger     
Audit Pursuant to Section340b para. 4 of the German Stock Corporation Law       
(AKTIENGESETZ)" (also applies to the audit pursuant to Sections 9 to 12 of the  
German Transformation Act (UMWANDLUNGSGESETZ)). As a general matter, these      
methodologies suggest that each of the constituent parties to the merger should 
be valued on a "stand-alone" basis as of the date of the stockholders meeting   
called to consider the transaction. The valuation of each of the business       
enterprises is based on an analysis of the present value of all future net cash 
flows or earnings. Earnings are determined on a segment-by-segment basis with   
minority interests deducted at the segment level. To the extent companies are   
required to pay guaranteed dividends, they are subtracted from earnings; the    
remaining earnings being credited to the consolidated group. The historical     
reference period for the analysis is generally defined as the last two completed
fiscal years. In addition, three years of projections are reviewed. The discount
rate utilized for the earnings determination may not be based on subjective     
factors but rather the rate of return on government or public securities is used
as a reference point. A risk premium on this capital market interest rate is    
generally considered necessary. In addition, a standard income tax burden (35%) 
is deducted from the enterprise's earnings through the application of an        
alternative discount rate because taxes are believed to influence significantly 
the value of an enterprise. Furthermore, only the value of the assets necessary 
for the operation of the business are to be included in the determination of    
earnings. Assets that may be sold without affecting the operation of the        
enterprise as a "going concern" are to be valued separately at their net        
realizable sale value after taxes which is then added to the total valuation of 
the business enterprise. Pursuant to the prescribed methodologies, the          
liquidation value of the business enterprise (I.E., the sum of the obtainable   
net proceeds from the sale of assets) is only to be considered when it would be 
more advantageous to sell the individual assets of the business rather than     
continue as a "going concern." Similarly, net asset values may be considered if 
the business enterprise is not to be valued as a "going concern." In addition,  
under the accepted German valuation principles, stock market prices are not     
considered a reliable indicator of the intrinsic value of an enterprise because 
they are affected by a number of special factors which may cause short-term,    
unpredictable volatility in market prices, and therefore such prices may have no
relationship to the value of an enterprise. Following application of the        
foregoing principles, the auditors for the Daimler-Benz Merger                  
(VERSCHMELZUNGSPRUFER) concluded that the Daimler-Benz Merger Exchange Ratio was
correctly determined and is adequate.                                           

Certain Litigation                                                              

On May 7 and 8, 1998, two purported class actions, respectively entitled
MARYLAND LINOTYPE COMPOSITION CO., ET AL. V. ROBERT ANTHONY LUTZ, ET AL., C.A.  
16363 NC and JULES BERNSTEIN V. ROBERT ANTHONY LUTZ, ET AL., C.A. 16369 NC, were
filed in the Court of Chancery of the State of Delaware, New Castle County,     
naming Chrysler and its directors as defendants. Plaintiffs, purporting to      
represent the stockholders of Chrysler, allege that Chrysler and its directors  
breached their fiduciary duties to stockholders by failing to obtain the best   
price for the shares of Chrysler Common Stock in the Chrysler Merger. The       
complaints seek to enjoin preliminarily the Chrysler Merger or, in the          
alternative, damages in the amount of the difference between the value received 
for the shares of Chrysler Common Stock and the alleged "best price obtainable."
Chrysler intends to defend against such allegations vigorously, if and when it  
is served with these actions.                                                   

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THE COMBINATION AGREEMENT 

THE FOLLOWING IS A SUMMARY OF THE MATERIAL TERMS OF THE COMBINATION     
AGREEMENT, A COPY OF WHICH IS ATTACHED AS ANNEX A TO THIS PROXY                 
STATEMENT/PROSPECTUS. SUCH SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO 
THE COMBINATION AGREEMENT. CAPITALIZED TERMS NOT DEFINED HEREIN SHALL HAVE THE  
MEANINGS SET FORTH IN THE COMBINATION AGREEMENT.                                

General                                                                         

   The Combination Agreement provides for the Daimler-Benz Exchange Offer, the
Daimler-Benz Merger and the Chrysler Merger. DaimlerChrysler AG will commence   
the Daimler-Benz Exchange Offer promptly after the Daimler-Benz Stockholder     
Approval and the Chrysler Stockholder Approval. The Chrysler Merger will become 
effective upon the filing of the Certificate of Merger with the Secretary of    
State of the State of Delaware. The Daimler-Benz Merger will become effective in
accordance with applicable law upon the registration of the Daimler-Benz Merger 
with the commercial registers (HANDELSREGISTER) for Daimler-Benz and            
DaimlerChrysler AG. Such filings are anticipated to take place as soon as       
possible following consummation of the Daimler-Benz Exchange Offer. It is       
currently anticipated that the Transactions will be completed during the fourth 
quarter of 1998. There can be no assurance, however, that the required          
regulatory approvals will be obtained, or that the other conditions to the      
Daimler-Benz Exchange Offer and the Mergers will be satisfied, by such time. See
"-- Conditions to Closing" and "The Transactions--Regulatory Approvals."        

The Daimler-Benz Exchange Offer                                                 

THE DAIMLER-BENZ EXCHANGE OFFER.  Promptly following the Daimler-Benz   
Stockholder Approval and the Chrysler Stockholder Approval, DaimlerChrysler AG  
will commence an offer, which may consist of one offer made in the United States
and one made elsewhere, to the holders of Daimler-Benz Ordinary Shares and      
Daimler-Benz ADSs to exchange that number of DaimlerChrysler Ordinary Shares    
equal to the Daimler-Benz Exchange Offer Ratio for each Daimler-Benz Ordinary   
Share or Daimler-Benz ADS held by such holder. The obligation of DaimlerChrysler
AG to issue DaimlerChrysler Ordinary Shares in exchange for Daimler-Benz        
Ordinary Shares and Daimler-Benz ADSs will be subject only to the Combination   
Agreement not having been terminated and to the satisfaction or waiver of (1)   
the Minimum Condition and (2) the conditions described in "--Conditions to      
Closing--Conditions to All Parties' Obligation to Close" other than the         
condition set forth in clause (i) under "Conditions to All Parties' Obligation  
to Close"; PROVIDED, HOWEVER, if the number of Daimler-Benz Ordinary Shares and 
Daimler-Benz ADSs validly tendered, not withdrawn and available for purchase    
immediately prior to the Daimler-Benz Exchange Offer Expiration Date shall not  
satisfy the Minimum Condition, but shall be in excess of 80% of the capital     
stock of Daimler-Benz on a fully diluted basis (the "80% Minimum"), the Minimum 
Condition shall mean the 80% Minimum unless Chrysler and Daimler-Benz otherwise 
agree. The Combination Agreement provides that the Daimler-Benz Exchange Offer  
Expiration Date shall initially be the date which is 30 days after commencement 
of the Daimler-Benz Exchange Offer and, if any of the conditions to consummation
of the Daimler-Benz Exchange Offer is unsatisfied at such time and if requested 
by either Chrysler or Daimler-Benz, or if requested by either Chrysler or       
Daimler-Benz pursuant to clause (ii) below, shall be extended by DaimlerChrysler
AG from time to time thereafter until the earliest of (i) the maximum period    
permitted under the German Takeover Code (UBERNAHMEKODEX DER                    
BORSENSACHVERSTANDIGENKOMMISSION BEIM BUNDESMINISTERIUM DER FINANZEN) (the      
"German Takeover Code") or as otherwise approved by the Executive Office of the 
Takeover Commission (UBERNAHMEKOMMISSION pursuant to the German Takeover Code)  
(the "Executive Office of the Takeover Commission"), (ii) the close of business 
(Frankfurt time) on the day on which Daimler-Benz and DaimlerChrysler AG have   
publicly announced that all of the conditions to the consummation of the        
Daimler-Benz Exchange Offer shall have been satisfied or that they have been    
duly waived (or, if later, a date that is five business days following the      
initial expiration date, if either Chrysler or Daimler-Benz shall have requested
DaimlerChrysler AG to extend the Daimler-Benz Exchange Offer Expiration Date to 
such date) and (iii) such time as the Combination Agreement is terminated as    
provided under "-- Termination." Subject only to the conditions set forth above,
at the earliest practicable time following the                                  

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Daimler-Benz Exchange Offer Expiration Date, DaimlerChrysler AG shall accept for
exchange and shall exchange all Daimler-Benz Ordinary Shares and Daimler-Benz   
ADSs validly tendered and not withdrawn (the "German Share Exchange") and shall 
effect the German Share Exchange in accordance with applicable law by           
registering the increase of the DaimlerChrysler AG stated share capital in kind 
with the commercial register (HANDELSREGISTER) for DaimlerChrysler AG. No holder
of Daimler-Benz Ordinary Shares or Daimler-Benz ADSs will be entitled to receive
fractional DaimlerChrysler Ordinary Shares, and if any holder would otherwise be
so entitled then such holder will receive cash in lieu of such fractional share.

    GERMAN EXCHANGE OFFER DOCUMENTS.  The Combination Agreement provides that as
soon as practicable prior to the date that the Daimler-Benz Exchange Offer      
commences, DaimlerChrysler AG shall inform all German stock exchanges on which  
the Daimler-Benz Ordinary Shares are listed, the German Federal Supervisory     
Authority for Securities Trading (BUNDESAUFSICHTSAMT FUR DEN WERTPAPIERHANDEL)  
and the Executive Office of the Takeover Commission about the content of the    
Daimler-Benz Exchange Offer. The Combination Agreement also provides that not   
later than one day prior to the date that the Daimler-Benz Exchange Offer       
commences, DaimlerChrysler AG shall issue a combined listing and sales          
prospectus pursuant to the German Stock Exchange Law (BORSENGESETZ) and the     
German Sales Prospectus Law (WERTPAPIER-VERKAUFSPROSPEKTGESETZ) (the "German    
Prospectus"), and on the date that the Daimler-Benz Exchange Offer commences,   
DaimlerChrysler AG shall publish an exchange offer pursuant to the German       
Takeover Code, each with respect to the Daimler-Benz Exchange Offer (the "German
Exchange Offer Documents"). The German Exchange Offer Documents shall contain   
the recommendation of the Daimler-Benz Management Board that holders of the     
Daimler-Benz Ordinary Shares accept the Daimler-Benz Exchange Offer and tender  
the Daimler-Benz Ordinary Shares into the Daimler-Benz Exchange Offer.          

U.S. EXCHANGE OFFER DOCUMENTS.  On the date of commencement of the      
Daimler-Benz Exchange Offer, (a) DaimlerChrysler AG shall file with the         
Commission a Tender Offer Statement on Schedule 14D-1, which shall contain or   
shall incorporate by reference an offer to purchase containing the information  
included or incorporated by reference in the Proxy Statement/Prospectus and the 
forms of the related letter of transmittal and all other ancillary offer        
documents and (b) Daimler-Benz shall file with the Commission a Tender Offer    
Solicitation/Recommendation Statement on Schedule 14D-9, which shall contain the
recommendation of the Daimler-Benz Management Board that holders of Daimler-Benz
Ordinary Shares and Daimler-Benz ADSs who are U.S. Persons accept the           
Daimler-Benz Exchange Offer and tender their Daimler-Benz Ordinary Shares and   
Daimler-Benz ADSs into the Daimler-Benz Exchange Offer.                         

    CONTINGENT DAIMLER-BENZ EXCHANGE RATIO INCREASE.  If, upon the expiration of
the Daimler-Benz Exchange Offer, the Minimum Condition (as defined in clause (1)
under the "--The Daimler-Benz Exchange Offer") is satisfied, DaimlerChrysler AG 
shall issue and exchange 1.005 DaimlerChrysler Ordinary Shares for each         
Daimler-Benz Ordinary Share and each Daimler-Benz ADS tendered in the           
Daimler-Benz Exchange Offer and the Daimler-Benz Exchange Ratio shall mean 1.005
to 1.                                                                           

The Chrysler Merger                                                             

    THE CHRYSLER MERGER.  Pursuant to the Combination Agreement, DaimlerChrysler
AG has appointed The Bank of New York as the U.S. Exchange Agent (the "U.S.     
Exchange Agent"). Solely to accommodate the Chrysler Merger and the U.S. Share  
Exchange, the U.S. Exchange Agent will hold all of the issued and outstanding   
shares of Chrysler Merger Sub. At the Chrysler Effective Time, Chrysler Merger  
Sub shall be merged with and into Chrysler and Chrysler shall be the U.S.       
Surviving Corporation. The corporate existence of Chrysler with all its         
purposes, rights, privileges, franchises, powers and objects shall continue     
unaffected and unimpaired by the Chrysler Merger and, as the U.S. Surviving     
Corporation, it shall be governed by the laws of the State of Delaware and      
succeed to all rights, assets, liabilities and obligations of Chrysler Merger   
Sub in accordance with Section 259(a) of the DGCL. The separate existence and   
corporate organization of Chrysler Merger Sub shall cease at the Chrysler       
Effective Time.                                                                 

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 As soon as possible after the Chrysler Effective Time, DaimlerChrysler AG
will issue the DaimlerChrysler Ordinary Shares to be issued with respect to the 
Chrysler Merger and delivered to the U.S. Exchange Agent for the account of     
former stockholders of Chrysler, and the U.S. Exchange Agent will contribute,   
for the account of the former stockholders of Chrysler, all of the issued and   
outstanding shares of stock of the U.S. Surviving Corporation to DaimlerChrysler
AG as a transfer in kind. Subject to compliance with various provisions of the  
German Stock Corporation Law (AKTIENGESETZ) and the German Transformation Act   
(UMWANDLUNGSGESETZ) (together, the "GSCL"), the Combination Agreement provides  
that such exchange shall be effected in accordance with Sections 52 and 183 ET  
SEQ. (including in particular Section 187) of the German Stock Corporation Law  
(AKTIENGESETZ) by registering the contribution in kind agreement                
(EINBRINGUNGSVERTRAG) and the increase of the DaimlerChrysler AG stated share   
capital with the commercial register (HANDELSREGISTER) for DaimlerChrysler AG.  
The Combination Agreement further provides that, at the Chrysler Effective Time,
the obligation of the parties to effect the U.S. Share Exchange shall be        
unconditional.                                                                  

  At the Chrysler Effective Time, each share of Chrysler Common Stock issued
and outstanding immediately prior to the Chrysler Effective Time (other than any
shares held by Chrysler as treasury stock or held by any wholly owned Subsidiary
of Chrysler, which shall be canceled) shall be converted into the right to      
receive, upon surrender of the certificate (the "Old Chrysler Certificate")     
formerly representing such share of Chrysler Common Stock, .6235 of a           
DaimlerChrysler Ordinary Share, which results from the following computation:   

                                                                [Download Table]
                                                            
                                      (DP x DAP) + SOP      
                                   -------------------------
U.S. Exchange Ratio = 103.4929 x   (DAP x DP) x (DAP + SOP) 

As used in the U.S. Exchange Ratio Formula, (1) "DAP" refers to         
Daimler-Benz' adjusted price per Daimler-Benz Ordinary Share and is defined to  
mean that number of marks equal to 190.8 minus the sum of (i) the per           
Daimler-Benz Ordinary Share regular annual dividend in respect of the year 1997 
paid on May 28, 1998 (DM 1.60), plus (ii) the per Daimler-Benz Ordinary Share   
amount of the Special Distribution paid on June 15, 1998 (DM 20); (2) "SOP"     
refers to Daimler-Benz' SCHUTT AUS/HOL ZURUCK share offering proceeds and is    
defined to mean (i) the aggregate amount of net proceeds, expressed in marks (DM
7,482,673,200), received by Daimler-Benz in respect of the Rights Offering,     
divided by (ii) 523,299,381 and (3) "DP" refers to the Rights Offering          
discounted price expressed as a percentage of the then current market price and 
is herein defined to mean that decimal fraction carried to four digits (.8009)  
determined by dividing (1) the offering price per new Daimler-Benz Ordinary     
Share (expressed in marks) in the Rights Offering (DM 144) by (2) the reported  
last sale price per Daimler-Benz Ordinary Share on the FSE, as reported by the  
FSE, on the last full trading day which immediately precedes the public         
announcement of the price at which a holder of a Right will be entitled to      
purchase a Daimler-Benz Ordinary Share pursuant to the Rights Offering (DM      
179.8).                                                                         

Accordingly, the U.S. Exchange Ratio can be computed as follows:        

                                                                [Download Table]
                                                                               
                                     (.8009 x 169.2) + 14.29902933             
                                  -------------------------------------        
U.S. Exchange Ratio = 103.4929 x  (169.2 x .8009) x (169.2 + 14.29902933)=.6235

   Notwithstanding the foregoing, prior to the delivery of the DaimlerChrysler
Ordinary Shares to the U.S. Exchange Agent for the account of the former        
stockholders of Chrysler in the U.S. Share Exchange, each such stockholder      
shall, in addition to his, her or its right to receive such DaimlerChrysler     
Ordinary Shares, have a continuing ownership interest in the U.S. Surviving     
Corporation identical in all respects to his, her or its ownership interest in  
Chrysler immediately prior to the Chrysler Effective Time, such ownership       
interest to be extinguished automatically upon such delivery of DaimlerChrysler 
Ordinary Shares to the U.S. Exchange Agent.                                     

    PROCEDURES FOR EXCHANGE OF CERTIFICATES.  The Combination Agreement provides
that promptly after the Chrysler Effective Time, the U.S. Exchange Agent will   
mail to each former record holder of shares of Chrysler Common Stock a form of  
letter of transmittal which shall specify that the delivery shall be effected,  
and risk of loss and title shall pass, only upon proper delivery of Old Chrysler
Certificates to the U.S. Exchange Agent and                                     

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instructions for use in effecting the surrender to the U.S. Exchange Agent of   
Old Chrysler Certificates in exchange for DaimlerChrysler Ordinary Shares. The  
letter of transmittal shall contain such other terms and conditions as          
Daimler-Benz and Chrysler reasonably specify. Upon surrender of an Old Chrysler 
Certificate to the U.S. Exchange Agent, together with a letter of transmittal   
duly executed and completed in accordance with the instructions thereto, and any
other documents reasonably required by the U.S. Exchange Agent or Daimler-Benz  
and Chrysler, (i) the holder of such Old Chrysler Certificate shall be entitled 
to receive in exchange therefor (x) a certificate registered in the name of such
holder representing the number of whole DaimlerChrysler Ordinary Shares and cash
in lieu of any fractional DaimlerChrysler Ordinary Share into which the shares  
previously represented by such Old Chrysler Certificate shall have been         
converted at the Chrysler Effective Time and (y) if applicable, a check payable 
to such holder representing the payment of any dividends and distributions      
described in the next paragraph, and (ii) such Old Chrysler Certificate shall   
forthwith be cancelled. The Combination Agreement also provides that if any cash
is to be paid to, or any certificate representing DaimlerChrysler Ordinary      
Shares is to be issued in the name of, a person other than the person in whose  
name the Old Chrysler Certificate so surrendered in exchange therefor is        
registered, it shall be a condition of the payment or issuance that the Old     
Chrysler Certificate so surrendered shall be properly endorsed or otherwise in  
proper form for transfer and that the person requesting such exchange shall pay 
any transfer or other taxes required by reason of the payment of cash to, or the
issuance of a certificate representing DaimlerChrysler Ordinary Shares in the   
name of, a person other than the registered holder of the Old Chrysler          
Certificate so surrendered or shall establish to the satisfaction of the U.S.   
Exchange Agent and DaimlerChrysler AG that such tax has been paid or is not     
applicable. Until surrendered in accordance with the provisions of the          
Combination Agreement, each Old Chrysler Certificate shall, at and after the    
Chrysler Effective Time, represent for all purposes only the right to receive   
DaimlerChrysler Ordinary Shares and any dividends and distributions as provided 
in the Combination Agreement, if any. Chrysler stockholders should not send in  
certificates representing Chrysler Common Stock with their proxy cards, and     
should only send their stock certificates to the depository bank when they      
receive a letter of transmittal for this purpose.                               

   The Combination Agreement provides that no dividends or other distributions
declared after the Chrysler Effective Time on DaimlerChrysler Ordinary Shares   
and payable to the holders of record thereof after the Chrysler Effective Time  
shall be paid to the holder of any unsurrendered Old Chrysler Certificates with 
respect to which the DaimlerChrysler Ordinary Shares shall have been issued in  
the Chrysler Merger until such Old Chrysler Certificates shall be surrendered   
but (i) upon such surrender there shall be paid to the person in whose name the 
certificates representing such DaimlerChrysler Ordinary Shares shall be issued  
the amount of dividends theretofore paid with respect to such whole             
DaimlerChrysler Ordinary Shares as of any date subsequent to the Chrysler       
Effective Time, and (ii) at the appropriate payment date or as soon as          
practicable thereafter, there shall be paid to such person the amount of        
dividends with a record date after the Chrysler Effective Time but prior to     
surrender and a payment date subsequent to surrender payable with respect to    
such DaimlerChrysler Ordinary Shares, subject in any case to any applicable     
abandoned property, escheat and similar laws. No interest shall be payable with 
respect to the payment of such dividends on surrender of outstanding Old        
Chrysler Certificates.                                                          

From and after the Chrysler Effective Time, the holders of Old Chrysler 
Certificates shall cease to have any rights with respect to such shares except  
as otherwise provided in the Combination Agreement or by applicable law. All    
rights to receive cash, if any, and DaimlerChrysler Ordinary Shares into which  
shares of Chrysler Common Stock shall have been converted shall be deemed to    
have been paid or issued, as the case may be, in full satisfaction of all rights
pertaining to such shares of Chrysler Common Stock.                             

 No DaimlerChrysler Ordinary Shares or cash shall be delivered to a person
who is an affiliate of Chrysler unless such person has executed and delivered an
agreement in the form of Exhibit B-1 to the Combination Agreement or Chrysler   
and Daimler-Benz have determined that the Transactions will not be accounted for
as a pooling-of-interests under U.S. GAAP because of other circumstances.       

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    After the Chrysler Effective Time, there shall be no further registration of
transfers on the stock transfer books of the U.S. Surviving Corporation of      
shares of Chrysler Common Stock which were outstanding immediately prior to the 
Chrysler Effective Time. If, after the Chrysler Effective Time, Old Chrysler    
Certificates are presented to the U.S. Surviving Corporation, they shall be     
cancelled and exchanged for cash or certificates representing DaimlerChrysler   
Ordinary Shares, or both, in accordance with the procedures set forth above. Any
portion of the U.S. Merger Consideration and any dividends or distributions with
respect thereto (together, the "U.S. Exchange Fund") that remains undistributed 
one year after the Chrysler Effective Time shall be delivered by the U.S.       
Exchange Agent to a depositary bank designated by DaimlerChrysler AG, upon      
demand, and any holders of the Old Chrysler Certificates who have not           
theretofore complied with the exchange provisions of the Combination Agreement  
may thereafter look only to DaimlerChrysler AG or such depositary bank for      
payment of their claim for U.S. Merger Consideration and any dividends or       
distributions with respect to DaimlerChrysler Ordinary Shares.                  

   Each of the U.S. Exchange Agent and DaimlerChrysler AG shall be entitled to
deduct and withhold from the consideration otherwise payable to any holder of   
Old Chrysler Certificates such amounts as it is required to deduct and withhold 
with respect to the making of such payment under the Code, or any provision of  
state, local or non-U.S. tax law. To the extent that amounts are so withheld by 
the U.S. Exchange Agent or DaimlerChrysler AG, as the case may be, such         
withholdings shall be treated for all purposes of the Combination Agreement as  
having been paid to the holder of the Old Chrysler Certificate in respect of    
which such deduction and withholding was made by the U.S. Exchange Agent or     
DaimlerChrysler AG, as the case may be.                                         

    If any Old Chrysler Certificate is lost, stolen or destroyed, upon making of
an affidavit of that fact and, if required by the U.S. Surviving Corporation,   
DaimlerChrysler AG or the U.S. Exchange Agent, the posting of a bond in such    
reasonable amount as directed by such entity, the U.S. Exchange Agent will      
issue, in exchange for such lost, stolen or destroyed certificate, the U.S.     
Merger Consideration and, if applicable, any unpaid dividends and distribution  
on DaimlerChrysler Ordinary Shares deliverable in respect thereof, in each case 
pursuant to the Combination Agreement.                                          

None of Daimler-Benz, Chrysler, the U.S. Surviving Corporation,         
DaimlerChrysler AG or the U.S. Exchange Agent shall be liable to any person in  
respect of any DaimlerChrysler Ordinary Shares, any dividends or distributions  
with respect to DaimlerChrysler Ordinary Shares or any cash from the U.S.       
Exchange Fund, in each case delivered to a public official pursuant to any      
applicable abandoned property, escheat or similar law.                          

  Stockholders of Chrysler should not forward Old Chrysler Certificates with
the enclosed proxy card, nor should they forward Old Chrysler Certificates to   
the U.S. Exchange Agent until they have received the packet of information      
described above, including the letter of transmittal.                           

    TREATMENT OF CHRYSLER STOCK PLANS.  The Combination Agreement provides that,
subject to the consummation of the Chrysler Merger, immediately prior to the    
Chrysler Effective Time each outstanding Chrysler Stock Option will become      
exercisable, and will be deemed to be exercised, and will then be converted (and
such Chrysler Stock Option will be extinguished) into a right to receive that   
number of whole DaimlerChrysler Ordinary Shares and cash in lieu of any         
fractional DaimlerChrysler Ordinary Share determined in accordance with the     
following formula:                                                              

                                                                [Download Table]
                                                                        
     Option Shares X (Closing Value - Exercise                          
                   Price) X 1.02                          X        .6235
---------------------------------------------------                     
                   Closing Value                                        

where "Option Shares" is the number of shares of Chrysler Common Stock subject  
to the Chrysler Stock Option; "Closing Value" is the closing per share price of 
Chrysler Common Stock as reported in THE WALL STREET JOURNAL for the next to    
last trading day prior to the Chrysler Effective Time; and "Exercise Price" is  
the per share exercise price for shares subject to the Chrysler Stock Option.   
Each Chrysler Employee Optionholder shall surrender directly to Chrysler for    
cancellation and not for conversion that number of Chrysler Employee Stock      
Options necessary to satisfy Chrysler's obligation under the Code, or any       
provision of state, local or non-U.S. tax law, to deduct and withhold in respect
of payments made to such Chrysler Employee Optionholder. The value of any such  
Chrysler Employee Stock Option surrendered for this purpose shall equal Option  
Shares x                                                                        

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(Closing Value -- Exercise Price) x 1.02. As soon as practicable following the  
Chrysler Effective Time and immediately prior to the U.S. Share Exchange,       
Chrysler shall deliver to the U.S. Exchange Agent the aggregate number of shares
of Chrysler Common Stock issuable pursuant to the deemed exercise of Chrysler   
Employee Stock Options provided in this paragraph (exclusive of Chrysler        
Employee Stock Options which have been cancelled), subject to compliance with   
certain provisions of the GSCL, for contribution in kind to DaimlerChrysler AG  
by the U.S. Exchange Agent on behalf of the Chrysler optionholders.             

    Subject to the consummation of the Chrysler Merger, immediately prior to the
Chrysler Effective Time each outstanding Chrysler performance share award shall 
be deemed vested in accordance with the terms of Chrysler's 1991 Stock          
Compensation Plan and shall be settled with that number of whole DaimlerChrysler
Ordinary Shares and cash in lieu of any fractional DaimlerChrysler Ordinary     
Share determined in accordance with the following formula:                      

                                                                [Download Table]
                                                            
      Performance Shares X Closing                          
              Value X 1.02                    X        .6235
---------------------------------------                     
             Closing Value                                  

where "Performance Shares" is the number of shares of Chrysler Common Stock     
subject to the performance share award. Each holder of an outstanding Chrysler  
performance share award shall surrender directly to Chrysler for cancellation   
and not for settlement that number of Chrysler performance share awards         
necessary to satisfy Chrysler's obligation under the Code, or any provision of  
state, local or non-U.S. tax law, to deduct and withhold in respect of payments 
made to such Chrysler performance share award holder. The value of any such     
Chrysler performance share award surrendered for this purpose shall equal       
Performance Shares x Closing Value x 1.02. As soon as practicable following the 
Chrysler Effective Time and immediately prior to the U.S. Share Exchange,       
Chrysler shall transmit to the U.S. Exchange Agent the aggregate number of      
shares of Chrysler Common Stock subject to outstanding performance share awards 
(exclusive of performance share awards which have been cancelled), subject to   
compliance with certain provisions of the GSCL, for contribution in kind into   
DaimlerChrysler AG by the U.S. Exchange Agent on behalf of the holders of       
performance share awards.                                                       

    Subject to the consummation of the Chrysler Merger, immediately prior to the
Chrysler Effective Time, each outstanding Chrysler stock unit shall be deemed   
vested in accordance with the terms of Chrysler's 1996 Non-employee Director    
Stock Unit Plan and shall be settled with that number of whole DaimlerChrysler  
Ordinary Shares and cash in lieu of any fractional DaimlerChrysler Ordinary     
Share determined in accordance with the following formula:                      

                                                                [Download Table]
                                       
      Closing                          
   Value X 1.02          X        .6235
------------------                     
   Closing Value                       

As soon as practicable following the Chrysler Effective Time and immediately    
prior to the U.S. Share Exchange, Chrysler shall transmit to the U.S. Exchange  
Agent the aggregate number of shares of Chrysler Common Stock subject to        
outstanding stock units, subject to compliance with certain provisions of the   
GSCL, for contribution in kind into DaimlerChrysler AG by the U.S. Exchange     
Agent on behalf of the holders of stock units.                                  

    Subject to the consummation of the Chrysler Merger, immediately prior to the
Chrysler Effective Time, each outstanding Chrysler restricted stock unit award  
shall be deemed vested in accordance with the terms of Chrysler's 1991 Stock    
Compensation Plan and shall be settled with that number of whole DaimlerChrysler
Ordinary Shares and cash in lieu of any fractional DaimlerChrysler Ordinary     
Share determined in accordance with the following formula:                      

                                                                [Download Table]
                                                              
     Restricted Stock Units X Closing                         
               Value X 1.02                     X        .6235
-----------------------------------------                     
              Closing Value                                   

where "Restricted Stock Units" is the number of shares of Chrysler Common Stock 
subject to the restricted stock unit award. As soon as practicable following the
Chrysler Effective Time and immediately prior to the U.S.                       

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Share Exchange, Chrysler shall transmit to the U.S. Exchange Agent the aggregate
number of shares of Chrysler Common Stock subject to outstanding restricted     
stock unit awards, subject to compliance with certain provisions of the GSCL,   
for contribution in kind into DaimlerChrysler AG by the U.S. Exchange Agent on  
behalf of the holders of restricted stock unit awards.                          

As soon as practicable following the Chrysler Effective Time,           
DaimlerChrysler AG shall cause the U.S. Exchange Agent to deliver to the former 
holders of Chrysler Employee Stock Options, Chrysler performance share awards,  
Chrysler stock units and Chrysler restricted stock unit awards, the             
DaimlerChrysler Ordinary Shares payable as described above.                     

DaimlerChrysler AG and Chrysler shall establish a mechanism whereby each
person who is permitted to sell DaimlerChrysler Ordinary Shares received as     
described above without registration under the Securities Act can sell all or a 
portion of such DaimlerChrysler Ordinary Shares through open market sales of    
such DaimlerChrysler Ordinary Shares to be effected by a broker selected by     
Chrysler and reasonably satisfactory to Daimler-Benz. Chrysler shall, at least  
ten days prior to the Chrysler Effective Time, identify the broker to whom such 
holders may direct sales orders. DaimlerChrysler AG shall deliver (or cause the 
U.S. Exchange Agent to deliver) the aggregate number of DaimlerChrysler Ordinary
Shares subject to all such sales orders received prior to the Chrysler Effective
Time to the broker as soon as practicable thereafter, but no later than five    
business days after the Chrysler Effective Time and any holder directing such a 
sales order shall bear the cost of all expenses, including all commissions,     
related thereto.                                                                

Pursuant to the Combination Agreement, Chrysler has agreed to use its   
reasonable best efforts, if the Transactions shall be accounted for as a        
"pooling-of-interests," to take such actions (including, but not limited to,    
adopting all required amendments) with respect to (i) all compensation and      
benefit plans and arrangements and (ii) all awards outstanding under such plans 
or arrangements, in each case that are required to enable the Transactions to be
accounted for as a pooling-of-interests.                                        

REDEMPTION OF CHRYSLER PREFERRED STOCK.  Prior to the Chrysler Effective
Time, Chrysler shall have redeemed all outstanding shares of Series A           
Convertible Preferred Stock, par value $1.00 per share of Chrysler (the         
"Chrysler Preferred Stock") in the manner contemplated by and pursuant to the   
terms and procedures set forth in the Certificate of Designation, Preferences   
and Rights with respect to the Chrysler Preferred Stock.                        

CERTIFICATE OF INCORPORATION; BY-LAWS; OFFICERS AND DIRECTORS.  The     
Certificate of Incorporation of Chrysler Merger Sub, substantially in the form  
of Exhibit C to the Combination Agreement, will be the Certificate of           
Incorporation of the U.S. Surviving Corporation, and the By-laws of Chrysler    
Merger Sub, substantially in the form of Exhibit D to the Business Combination  
Agreement, will be the By-laws of the U.S. Surviving Corporation. The officers  
and directors of Chrysler Merger Sub immediately prior to the Chrysler Effective
Time will be the officers and directors of the U.S. Surviving Corporation.      

The Daimler-Benz Merger                                                         

    THE DAIMLER-BENZ MERGER.  In accordance with the German Merger Agreement and
the GSCL, Daimler-Benz will be merged with and into DaimlerChrysler AG and      
DaimlerChrysler AG shall be the surviving corporation in the Daimler-Benz Merger
(the "German Surviving Corporation"). As a consequence of the Daimler-Benz      
Merger, the corporate existence of Daimler-Benz will cease and DaimlerChrysler  
AG will succeed to all rights, assets, liabilities and obligations of           
Daimler-Benz in accordance with the GSCL. At the Daimler-Benz Effective Time, by
virtue of the Daimler-Benz Merger and without any action on the part of the     
holder of any Daimler-Benz Ordinary Shares, the stockholders of Daimler-Benz    
(other than Daimler-Benz or DaimlerChrysler AG) shall automatically become      
stockholders of DaimlerChrysler AG. Each Daimler-Benz Ordinary Share shall      
embody solely the right to receive that number of DaimlerChrysler Ordinary      
Shares equal to the Daimler-Benz Merger Exchange Ratio in exchange for such     
Daimler-Benz Ordinary Share, and each Daimler-Benz ADS shall embody solely the  
right to receive that number of DaimlerChrysler Ordinary Shares equal to the    
Daimler-Benz Merger Exchange Ratio in exchange for such Daimler-Benz ADS. No    
holder of Daimler-Benz Ordinary Shares or Daimler-Benz ADSs will be entitled to 
receive fractional DaimlerChrysler                                              

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Ordinary Shares, and if any holder would otherwise be so entitled then such     
holder will receive cash in lieu of such fractional share. See "Risk            
Factors--Effect of Delay of Daimler-Benz Merger."                               

PROCEDURES FOR EXCHANGE OF DAIMLER-BENZ ADSS.  DaimlerChrysler AG shall 
instruct the designated exchange agent for accepting Daimler-Benz ADSs and      
delivering DaimlerChrysler Ordinary Shares (the "German Exchange Agent") to mail
to each former holder of record of Daimler-Benz ADSs a form of letter of        
transmittal which shall specify that the delivery shall be effected, and risk of
loss and title shall pass, only upon proper delivery of Old Daimler-Benz ADRs   
(the "Old Daimler-Benz ADRs") to the German Exchange Agent and instructions for 
use in effecting the surrender to the German Exchange Agent of Old Daimler-Benz 
ADRs in exchange for DaimlerChrysler Ordinary Shares. The letter of transmittal 
shall contain such other terms and conditions as DaimlerChrysler AG specifies.  
Upon surrender of an Old Daimler-Benz ADR to the German Exchange Agent, together
with a letter of transmittal duly executed and completed in accordance with the 
instructions thereto, and any other documents reasonably required by the German 
Exchange Agent or DaimlerChrysler AG, (i) the holder of such Old Daimler-Benz   
ADR shall be entitled to receive in exchange therefor (x) the number of whole   
DaimlerChrysler Ordinary Shares and cash in lieu of any fractional              
DaimlerChrysler Ordinary Share into which the shares previously represented by  
such Old Daimler-Benz ADR shall have been converted at the Daimler-Benz         
Effective Time and (y) if applicable, a check payable to such holder            
representing the payment of any dividends and distributions described in the    
next paragraph and (ii) such Old Daimler-Benz ADR shall forthwith be cancelled. 
The Combination Agreement also provides that if any cash is to be paid to, or   
any certificate representing DaimlerChrysler Ordinary Shares is to be issued in 
the name of, a person other than the person in whose name the Old Daimler-Benz  
ADR so surrendered in exchange therefor is registered, it shall be a condition  
of the payment or issuance that the Old Daimler-Benz ADR so surrendered shall be
properly endorsed or otherwise in proper form for transfer and that the person  
requesting such exchange shall pay any transfer or other taxes required by      
reason of the payment of cash to, or the issuance of a certificate representing 
DaimlerChrysler Ordinary Shares in the name of, a person other than the         
registered holder of the Old Daimler-Benz ADR so surrendered or shall establish 
to the satisfaction of DaimlerChrysler AG that such tax has been paid or is not 
applicable. Until surrendered in accordance with the provisions of the          
Combination Agreement, each Old Daimler-Benz ADR shall, at and after the        
Daimler-Benz Effective Time, represent for all purposes only the right to       
receive DaimlerChrysler Ordinary Shares and any dividends and distributions as  
provided in the Combination Agreement, if any.                                  

No dividends or other distributions declared after the Daimler-Benz     
Effective Time on DaimlerChrysler Ordinary Shares and payable to the holders of 
record thereof after the Daimler-Benz Effective Time shall be paid to the holder
of any unsurrendered Old Daimler-Benz ADR with respect to which the             
DaimlerChrysler Ordinary Shares shall have been issued in the Daimler-Benz      
Merger until such Old Daimler-Benz ADRs shall be surrendered as provided herein,
but upon such surrender there shall be paid to the person in whose name the     
certificate representing such DaimlerChrysler Ordinary Shares shall be issued   
and registered the amount of dividends theretofore paid with respect to such    
whole DaimlerChrysler Ordinary Shares as of any date subsequent to the          
Daimler-Benz Effective Time, and at the appropriate payment date or as soon as  
practicable thereafter, there shall be paid to such person the amount of        
dividends with a record date after the Daimler-Benz Effective Time but prior to 
surrender and a payment date subsequent to surrender payable with respect to    
such whole DaimlerChrysler Ordinary Shares, subject to any applicable abandoned 
property, escheat and similar laws. No interest shall be payable with respect to
the payment of such dividends on surrender of outstanding Old Daimler-Benz ADRs.

From and after the Daimler-Benz Effective Time, the holders of Old      
Daimler-Benz ADRs shall cease to have any rights with respect to the            
Daimler-Benz ADSs evidenced thereby except as otherwise provided herein or by   
applicable law. All rights to receive cash, if any, and DaimlerChrysler Ordinary
Shares into which Daimler-Benz ADSs shall have been converted shall be deemed to
have been paid or issued, as the case may be, in full satisfaction of all rights
pertaining to such Daimler-Benz ADSs.                                           

   No DaimlerChrysler Ordinary Shares shall be delivered to a person who is an
affiliate of Daimler-Benz unless such person has executed and delivered an      
agreement in the form of Exhibit B-2 to the Combination                         

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Agreement or unless Chrysler and Daimler-Benz have determined that the          
Transactions will not be accounted for as a "pooling-of-interests" under U.S.   
GAAP because of other circumstances.                                            

After the Daimler-Benz Effective Time, there shall be no further        
registration of transfers on the stock transfer books of the relevant depositary
banks of Daimler-Benz ADSs which were outstanding immediately prior to the      
Daimler-Benz Effective Time. If, after the Daimler-Benz Effective Time, Old     
Daimler-Benz ADRs are presented to the relevant depositary, they shall be       
cancelled and exchanged for cash or certificates representing DaimlerChrysler   
Ordinary Shares, or both, in accordance with the procedures set forth above. Any
portion of DaimlerChrysler Ordinary Shares or distributions payable pursuant to 
the Combination Agreement that remains undistributed one year after the         
Daimler-Benz Effective Time shall be delivered to a depositary bank designated  
by DaimlerChrysler AG upon demand by DaimlerChrysler AG, and any holders of the 
Old Daimler-Benz ADRs who have not theretofore complied with the exchange       
provisions of the Combination Agreement may thereafter look only to             
DaimlerChrysler AG for payment of their claim for Daimler-Benz Merger           
Consideration and any dividends or distributions with respect to DaimlerChrysler
Ordinary Shares.                                                                

DaimlerChrysler AG shall be entitled to deduct and withhold from the    
consideration otherwise payable to any holder of Daimler-Benz Ordinary Shares or
the Old Daimler-Benz ADRs such amounts as it is required to deduct and withhold 
with respect to the making of such payment under the Code or any provision of   
state, local or non-U.S. tax law. To the extent that amounts are so withheld by 
DaimlerChrysler AG, such withheld amounts shall be treated for all purposes of  
the Combination Agreement as having been paid to the holder of the Daimler-Benz 
Ordinary Shares or the Old Daimler-Benz ADRs in respect of which such deduction 
and withholding was made by DaimlerChrysler AG.                                 

  Stockholders of Daimler-Benz should not forward Old Daimler-Benz ADRs with
the enclosed proxy card, nor should they forward Old Daimler-Benz ADRs to the   
relevant depositary bank until they have received the packet of information     
described above, including the letter of transmittal.                           

TREATMENT OF DAIMLER-BENZ STOCK PLANS.  Upon effectiveness of the       
Daimler-Benz Merger, all outstanding Daimler-Benz Employee Stock Options will   
become stock options of DaimlerChrysler AG in accordance with Section 23 of the 
German Transformation Act (UMWANDLUNGSGESETZ) (or such other instruments as     
shall meet the requirements of such Section 23 and shall be agreed to by        
Chrysler and Daimler-Benz), and from and after the effectiveness of the         
Daimler-Benz Merger shall be convertible into DaimlerChrysler Ordinary Shares   
(rather than Daimler-Benz Ordinary Shares) in accordance with their terms;      
PROVIDED that the number of whole DaimlerChrysler Ordinary Shares subject to    
each such Daimler-Benz Employee Stock Option shall equal the number of          
Daimler-Benz Ordinary Shares subject thereto multiplied by the Daimler-Benz     
Merger Exchange Ratio and the per share exercise price thereof shall be divided 
by the Daimler-Benz Merger Exchange Ratio.                                      

  Pursuant to the Combination Agreement, Daimler-Benz has agreed to take all
actions (including, but not limited to, adopting all required amendments) with  
respect to (i) all compensation and benefit plans and arrangements and (ii) all 
awards outstanding under such plans or arrangements, in each case that are      
required to enable the Transactions to be accounted for as a                    
pooling-of-interests.                                                           

TREATMENT OF DAIMLER-BENZ NEWS AND DAIMLER-BENZ SUBORDINATED MANDATORY  
CONVERTIBLE NOTES.  Upon effectiveness of the Daimler-Benz Merger, (i) all      
Warrants which are convertible into newly issued Daimler-Benz Ordinary Shares   
will become Warrants of DaimlerChrysler AG, and (ii) the Notes, including Notes 
represented by ADNs and DM BESs, issued by Daimler-Benz will become Notes of    
DaimlerChrysler AG, in each case in accordance with Section 23 of the German    
Transformation Act (UMWANDLUNGSGESETZ). From and after the date of effectiveness
of the Daimler-Benz Merger, (i) all Warrants will entitle the holder thereof to 
purchase DaimlerChrysler Ordinary Shares (rather than Daimler-Benz Ordinary     
Shares) and (ii) the Notes will be convertible into DaimlerChrysler Ordinary    
Shares (rather than Daimler-Benz Ordinary Shares), in each case in accordance   
with their terms and Section 23 of the German Transformation Act                
(UMWANDLUNGSGESETZ).                                                            

TREATMENT OF DAIMLER-BENZ SINGAPORE DEPOSITARY SHARES.  The Combination 
Agreement provides that Singapore Depositary Shares of Daimler-Benz             
("Daimler-Benz SDSs") shall be treated in the same manner as                    

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Daimler-Benz ADSs. Pursuant to the Combination Agreement, DaimlerChrysler AG and
Daimler-Benz shall make appropriate arrangements with the depositary bank for   
the Daimler-Benz SDSs to effect fully this result.                              

Fractional Shares                                                               

  As promptly as practicable following the Effective Time, the U.S. Exchange
Agent will determine the excess of (x) the aggregate number of DaimlerChrysler  
Ordinary Shares delivered to the U.S. Exchange Agent over (y) the aggregate     
number of whole DaimlerChrysler Ordinary Shares to be distributed in connection 
with the Chrysler Merger (such excess being referred to herein as the "Chrysler 
Merger Excess Shares"). Following the Effective Time the U.S. Exchange Agent    
will, on behalf of the former stockholders of Chrysler, sell the Chrysler Merger
Excess Shares at then-prevailing prices on the NYSE.                            

As promptly as practicable following the Daimler-Benz Exchange Offer    
Expiration Date, the Daimler-Benz Exchange Agent will determine the excess of   
(x) the aggregate number of DaimlerChrysler Ordinary Shares delivered to the    
Daimler-Benz Exchange Agent over (y) the aggregate number of whole              
DaimlerChrysler Ordinary Shares to be distributed in connection with the        
Daimler-Benz Exchange Offer (such excess being referred to herein as the        
"Daimler-Benz Exchange Offer Excess Shares"). Following the Daimler-Benz        
Exchange Offer Expiration Date the Daimler-Benz Exchange Agent will, on behalf  
of the former stockholders of Daimler-Benz who tendered their Daimler-Benz      
Ordinary Shares or Daimler-Benz ADSs in the Daimler-Benz Exchange Offer, sell   
the Daimler-Benz Exchange Offer Excess Shares at then-prevailing prices on the  
NYSE or the FSE.                                                                

  As promptly as practicable following the German Effective Time, the German
Exchange Agent will determine the excess of (x) the aggregate number of         
DaimlerChrysler Ordinary Shares delivered to the German Exchange Agent over (y) 
the aggregate number of whole DaimlerChrysler Ordinary Shares to be distributed 
in connection with the Daimler-Benz Merger (such excess being referred to herein
as the "Daimler-Benz Merger Excess Shares"). Following the German Effective Time
the German Exchange Agent will, on behalf of the former stockholders of         
Daimler-Benz remaining after the Daimler-Benz Exchange Offer, sell the          
Daimler-Benz Merger Excess Shares at then-prevailing prices on the NYSE or the  
FSE.                                                                            

   The sale of the Excess Shares by the Exchange Agent will be executed on the
NYSE or the FSE, as the case may be, through one or more member firms and will  
be executed in round lots to the extent practicable. The Exchange Agent will use
reasonable efforts to complete the sale of the Excess Shares as promptly        
following the Effective Time, the Daimler-Benz Exchange Offer Expiration Date or
the German Effective Time, as the case may be, as, in its sole judgment, is     
practicable consistent with obtaining the best execution of such sales in light 
of prevailing market conditions. Until the net proceeds of such sale or sales   
have been distributed to the holders of Chrysler Common Stock, Daimler-Benz     
Ordinary Shares or Daimler-Benz ADSs, as the case may be, the Exchange Agent    
will hold such proceeds in trust for such holders (the "Common Shares Trust").  
The Exchange Agent will determine the portion of the Common Shares Trust to     
which each holder of Chrysler Common Stock, Daimler-Benz Ordinary Shares or     
Daimler-Benz ADSs, as the case may be, is entitled, if any, by multiplying the  
amount of the aggregate net proceeds comprising the Common Shares Trust by a    
fraction, the numerator of which is the amount of the fractional share interest 
to which such holder of Chrysler Common Stock, Daimler-Benz Ordinary Shares or  
Daimler-Benz ADSs, as the case may be, is entitled (after taking into account   
all such shares held at the Effective Time, the Daimler-Benz Exchange Offer     
Expiration Date or the German Effective Time, as the case may be, by such       
holder) and the denominator of which is the aggregate amount of fractional share
interests to which all holders of Chrysler Common Stock, Daimler-Benz Ordinary  
Shares or Daimler-Benz ADSs, as the case may be, are entitled pursuant to the   
Chrysler Merger, the Daimler-Benz Exchange Offer or the Daimler-Benz Merger, as 
the case may be.                                                                

As soon as practicable after the determination of the amount of cash, if
any, to be paid to holders of Chrysler Common Stock, Daimler-Benz Ordinary      
Shares or Daimler-Benz ADSs, as the case may be, with respect to fractional     
share interests, the Exchange Agent will make available such amounts to such    
holders.                                                                        

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Antidilution Protection                                                         

    The Combination Agreement provides that if, between the date thereof and the
Daimler-Benz Exchange Offer Expiration Date, the Chrysler Effective Time or the 
Daimler-Benz Effective Time, as the case may be, the outstanding DaimlerChrysler
Ordinary Shares, Daimler-Benz Ordinary Shares or shares of Chrysler Common Stock
shall have been changed into a different number of shares or a different class  
by reason of any reclassification, recapitalization, stock split, combination,  
or exchange of shares or a stock dividend or dividend payable in any other      
securities shall be declared with a record date within such period, or any      
similar event shall have occurred, then the Daimler-Benz Exchange Offer Ratio,  
the U.S. Exchange Ratio or the Daimler-Benz Merger Exchange Ratio, as the case  
may be, shall be appropriately adjusted to provide to the holders of Daimler-   
Benz Ordinary Shares, Daimler-Benz ADSs or Chrysler Common Stock, as the case   
may be, the same economic effect as contemplated by the Combination Agreement   
prior to such event.                                                            

Option to Issue DaimlerChrysler American Depositary Shares                      

    If for any reason relating to the listing of DaimlerChrysler Ordinary Shares
on the NYSE or to the implementation of procedures for transfer, registration,  
voting or payments of dividends with respect to DaimlerChrysler Ordinary Shares 
in the United States, Daimler-Benz and Chrysler jointly determine that it is    
more practical and desirable from a market point of view for DaimlerChrysler AG 
to cause American Depositary Shares ("DaimlerChrysler ADSs") evidenced by       
American Depositary Receipts to be issued to U.S. holders of Daimler-Benz ADSs, 
Daimler-Benz Ordinary Shares and Chrysler Common Stock then DaimlerChrysler AG  
shall cause DaimlerChrysler ADSs to be issued to such persons in complete       
satisfaction of its obligations under Articles I, II and III of the Combination 
Agreement, and all references in Articles I, II and III of the Combination      
Agreement to DaimlerChrysler Ordinary Shares issuable to such persons shall mean
DaimlerChrysler ADSs.                                                           

DaimlerChrysler AG Governance After the Chrysler Effective Time                 

Pursuant to the Combination Agreement, Daimler-Benz, Chrysler and       
DaimlerChrysler AG have agreed that after the Chrysler Effective Time,          
DaimlerChrysler AG shall have a corporate governance structure reflecting that  
the Transactions are a merger-of-equals, and that, without the intention to     
interfere with the rights and powers of DaimlerChrysler's stockholders meeting, 
Supervisory Board (AUFSICHTSRAT) and the Management Board (VORSTAND) and subject
to Sections 95 ET SEQ., Section 84 of the German Stock Corporation Law          
(AKTIENGESETZ) and Sections 6 ET SEQ. of the Co-determination Law of 1976, they 
will recommend to their respective stockholders and organizational bodies that  
(i) the Memorandum and Articles of Association (SATZUNG) of DaimlerChrysler AG  
and the DaimlerChrysler AG Management Board Rules of Procedure                  
(GESCHAFTSORDNUNG) following the Chrysler Effective Time shall be in form and   
substance reasonably acceptable to Daimler-Benz and Chrysler; (ii) (A) until the
DaimlerChrysler Supervisory Board has to be composed in accordance with the     
Co-determination Law of 1976, the DaimlerChrysler Supervisory Board shall be    
composed of twelve members representing the shareholders, six of whom shall have
been recommended, immediately prior to the Chrysler Effective Time, by          
Daimler-Benz from the then-current non-employee representative members of the   
Daimler-Benz Supervisory Board and six of whom shall have been recommended,     
immediately prior to the Chrysler Effective Time, by Chrysler from the          
then-current outside members of the Chrysler Board and (B) for the period       
thereafter, the DaimlerChrysler Supervisory Board shall consist of twenty       
members, five of whom shall have been recommended by Daimler-Benz from          
non-employee representative members of the Daimler-Benz Supervisory Board and   
five of whom shall have been recommended by Chrysler from the outside members of
the Chrysler Board; (iii) for a period of not less than two years following the 
Chrysler Effective Time, Mr. Hilmar Kopper, the current Chairman of the         
Daimler-Benz Supervisory Board, shall continue to be Chairman of the            
DaimlerChrysler Supervisory Board; (iv) the DaimlerChrysler Management Board    
shall consist of 18 members and, in general, 50% of such members shall be       
designated by Chrysler and 50% of such members shall be designated by           
Daimler-Benz, and there will be two additional members with responsibility for  
Daimler-Benz' non-automotive businesses; and (v) for three years following the  
Chrysler Effective Time, Jurgen E. Schrempp and Robert J. Eaton shall be the    
Co-CEOs and Co-Chairmen of the DaimlerChrysler                                  

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Management Board and members of the Office of the Chairmen of DaimlerChrysler   
AG. Mr. Eaton has indicated his intention to retire from such position after    
three years.                                                                    

    The Combination Agreement provides that the DaimlerChrysler Management Board
shall establish an Integration Committee with consultative function which shall 
consist of the Co-Chairmen of the DaimlerChrysler Management Board, who shall   
also serve as Co-Chairmen of the Integration Committee, and 12 or more members  
(including such Co-Chairmen), 50% of which shall be designated by Chrysler and  
50% of which shall be designated by Daimler-Benz. The Combination Agreement also
provides that following the Chrysler Effective Time, (i) DaimlerChrysler AG     
shall maintain two operational headquarters, one located at the current         
headquarters of Daimler-Benz and one located at the current headquarters of     
Chrysler, and (ii) English shall be the official language for the management of 
DaimlerChrysler AG. See "The Transactions-- Composition of the DaimlerChrysler  
Management Board and Integration Committee."                                    

Representations and Warranties                                                  

The Combination Agreement contains various customary representations and
warranties of the parties thereto, including (a) representations by both        
Chrysler and Daimler-Benz as to their respective corporate organization and     
qualification, the corporate organization and qualification of their respective 
Subsidiaries, capital stock, corporate authority, filings with the Commission   
and other governmental authorities, no violations, financial statements, absence
of certain changes or events, absence of undisclosed liabilities, litigation,   
taxes, employee benefit plans, labor and employment matters, information        
provided by the representing parties, ownership of capital stock of the other   
party, voting requirements for approval and adoption of the Combination         
Agreement and the transactions contemplated thereby, accounting matters,        
opinions of financial advisors and finders and advisors; (b) representations by 
Chrysler with respect to the non-applicability of state takeover law and        
Chrysler's stockholder rights plan; and (c) representations by DaimlerChrysler  
AG as to corporate organization and qualification, capital stock, corporate     
authority, filings with the Commission and other governmental authorities, no   
violations, information provided by DaimlerChrysler AG, ownership of capital    
stock of Daimler-Benz and Chrysler, accounting matters, and the absence of any  
prior activities by DaimlerChrysler AG. All representations and warranties      
expire at the Chrysler Effective Time.                                          

Conduct of the Business Pending the Chrysler Effective Time                     

The Combination Agreement provides that, from the date thereof until the
Chrysler Effective Time, unless the other party shall agree in writing or except
as otherwise contemplated by the Combination Agreement or in such party's       
disclosure schedule, each of the parties thereto shall, and shall cause their   
respective Subsidiaries to, conduct their respective businesses in the ordinary 
course substantially consistent with past practices and shall use all reasonable
efforts to preserve intact their business organizations and relationships with  
third parties (including but not limited to their respective relationships with 
customers, suppliers, employees and business partners) and to keep available the
services of their present officers and key employees.                           

Without limiting the generality of the foregoing, except as otherwise   
contemplated by the Combination Agreement or except as contemplated by the      
agenda published for the annual general meeting of Daimler-Benz, from the date  
of the Combination Agreement until the Chrysler Effective Time, without the     
prior written consent of Chrysler, in the case of any action proposed to be     
taken by Daimler-Benz or any Subsidiary of Daimler-Benz, or by Daimler-Benz, in 
the case of any action proposed to be taken by Chrysler or any Subsidiary of    
Chrysler, or by Chrysler and Daimler-Benz, in the case of any action proposed to
be taken by DaimlerChrysler AG (which consent will not be unreasonably withheld 
or delayed by any party from whom it is requested):                             

(a) none of the parties shall, and each shall cause its respective      
    Significant Subsidiaries not to, adopt or propose any amendment to its
certificate of incorporation, bylaws, Memorandum and Articles of  
Association or other similar governing documents;                 

(b) none of the parties shall, and each shall cause its respective      
      Subsidiaries not to, (i) declare, set aside or pay any dividend or other
     distribution with respect to any shares of its capital stock, except in
the                                                               

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      case of Chrysler for regular quarterly cash dividends on the outstanding
     shares of Chrysler Common Stock and in the case of Daimler-Benz for the
   regular annual cash dividend on the outstanding Daimler-Benz Ordinary
    Shares of DM 1.60 per Ordinary Share, the Special Distribution and the
 Rights Offering and except for cash dividends or distributions by a
    Subsidiary to its parent, (ii) split, combine or reclassify any of its
      shares of capital stock, or (iii) issue or authorize the issuance of any
      other securities in respect of, in lieu of or in substitution for shares
    of such party's or such party's Subsidiary's capital stock, except for
 (1) the issuance of shares of Chrysler Common Stock by Chrysler and
  Daimler-Benz Ordinary Shares by Daimler-Benz upon conversion of such
     party's convertible securities or upon the exercise of stock options or
    other rights to acquire such party's capital stock, in each case which
  securities, options and rights are outstanding as of the date of the
    Combination Agreement and such issuance is made in accordance with the
       terms of such securities, options and rights in effect on the date of the
      Combination Agreement; (2) the grant of not more than 100,000 options to
purchase shares of Chrysler Common Stock in the ordinary course of
business; (3) the issuance of Daimler-Benz Ordinary Shares and    
Daimler-Benz ADSs in connection with the Rights Offering; (4) the 
       issuance of not more than 2 million Daimler-Benz Ordinary Shares pursuant
      to Daimler-Benz' Employee Share Purchase Program and (5) the issuance by
 Daimler-Benz of up to a maximum of 10,000,000 Daimler-Benz Ordinary
Shares pursuant to The Stock Option Plan of the Daimler-Benz Group
(1998);                                                           

(c) none of the parties shall, and each shall cause its respective      
     Subsidiaries not to, repurchase, redeem or otherwise acquire any shares
     of capital stock or other equity or equity equivalent securities of, or
      other ownership interests in, such party or such Subsidiary, except that
     Chrysler may redeem the Chrysler Preferred Stock in accordance with the
Combination Agreement;                                            

  (d) none of the parties shall, and none of the parties shall permit any of
     its Subsidiaries to, issue, deliver, sell, pledge or otherwise encumber
       or subject to any Encumbrance any shares of its capital stock, any of its
       other voting securities or any of its securities convertible into, or any
rights, warrants or options to acquire, any such shares, voting   
   securities or convertible securities, except as expressly provided in
clause (iii) of paragraph (b) above and except for the issuance by
     Chrysler of Chrysler Common Stock in connection with the Chrysler Stock
Issuance as provided in the Combination Agreement;                

  (e) none of the parties shall, and none of the parties shall permit any of
its Subsidiaries to, merge or consolidate with any other person or
     acquire a material amount of assets of or make a material investment in
   or otherwise engage in any similar extraordinary business transaction
 with any other person, except for transactions in the automotive or
      automotive finance businesses in which the party or its Subsidiaries are
currently engaged;                                                

   (f)  none of the parties shall, and none of the parties shall permit any of
its Subsidiaries to, sell, lease, license or otherwise surrender, 
     relinquish or dispose of (i) any facility owned or leased by such party
     or its Subsidiary and material to such party and its Subsidiaries taken
  as a whole or (ii) any assets or property which are material to such
      party and its Subsidiaries taken as a whole, except pursuant to existing
      contracts or commitments (the terms of which were disclosed to the other
party prior to the date of the Combination Agreement);            

(g) none of the parties shall, and none of the parties shall permit any 
   Subsidiary to, incur any indebtedness for borrowed money or issue any
 debt securities or assume, guarantee or endorse, or otherwise as an
    accommodation become responsible for the obligations of any person for
     borrowed money, except for indebtedness which will not cause an adverse
  change in the ratings of the party's or its Subsidiaries' rated debt
      securities by Standard & Poor's Ratings Services and by Moody's Investor
  Service, Inc. from those in effect as of the date of the Combination
Agreement;                                                        

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  (h) none of the parties shall, and none of the parties shall permit any of
       its Subsidiaries to, take any action that would reasonably be expected to
cause (1) the Chrysler Exchange to (a) fail to qualify as a       
    reorganization within the meaning of Section 368(a) of the Code or (b)
  when integrated with the Daimler-Benz Exchange Offer and taking into
  account the Daimler-Benz Merger, fail to be treated as a transaction
    described in Section 351(a) of the Code; (2) the Daimler-Benz Exchange
 Offer to (a) when integrated with the Chrysler Exchange, fail to be
     treated as a transaction described in Section 351(a) of the Code or (b)
if integrated with the Daimler-Benz Merger, fail to qualify as a  
     reorganization within the meaning of Section 368(a) of the Code; or (3)
     the Daimler-Benz Exchange Offer or the Daimler-Benz Merger to result in
     the recognition of any gain or loss by DaimlerChrysler AG, Daimler-Benz
or stockholders of Daimler-Benz under German law;                 

   (i)  none of the parties shall, and none of the parties shall permit any of
     its Significant Subsidiaries to, take any actions which would, or would
be reasonably likely to, prevent accounting for the transactions  
contemplated by the Combination Agreement in accordance with the  
"pooling-of-interests" method of accounting;                      

   (j)  none of the parties shall, and none of the parties shall permit any of
      its Significant Subsidiaries to, take any action that would cause any of
 its representations and warranties to be untrue or incorrect in any
material respect; and                                             

(k) none of the parties shall, and neither party shall permit any of its
      Significant Subsidiaries to, authorize, agree or commit to do any of the
foregoing.                                                        

Employee Benefit Matters                                                        

  Daimler-Benz, Chrysler and DaimlerChrysler AG have agreed that, consistent
with the practices of Daimler-Benz and Chrysler, DaimlerChrysler AG will seek to
attract and retain superior quality executive, managerial, technical and        
administrative personnel in every market in which it conducts activities and    
will generally implement compensation and benefit plans and policies necessary  
to achieve this objective. It is the specific intention that DaimlerChrysler    
AG's compensation and benefit programs (including stock options) will be        
competitive with those provided generally in the U.S. domestic automotive and   
automotive finance industry and the German automotive and automotive finance    
industry, respectively, both with respect to the type and variety of programs as
well as the level of benefits afforded.                                         

For at least two years following the Chrysler Effective Time,           
DaimlerChrysler AG shall provide or cause to be provided to current and former  
employees and directors of Chrysler, Daimler-Benz and their respective          
Subsidiaries compensation and benefits that are at least as favorable in the    
aggregate as the compensation and benefits they were entitled to receive        
immediately prior to the Chrysler Effective Time (including, without limitation,
benefits pursuant to pension plans, savings plans, medical plans and programs,  
lay-off policies, deferred compensation arrangements and retiree benefit plans, 
policies and arrangements); PROVIDED that, with respect to employees who are    
subject to collective bargaining, all benefits shall be provided in accordance  
with the applicable collective bargaining or other labor agreements.            
DaimlerChrysler AG shall honor, and shall cause its Subsidiaries to honor,      
pursuant to their terms all employee benefit obligations to current and former  
employees and directors of Chrysler and Daimler-Benz. In addition, from and     
after the Chrysler Effective Time, DaimlerChrysler AG shall, and shall cause its
Subsidiaries to, recognize service with Chrysler, Daimler-Benz and their        
respective Subsidiaries prior to the Chrysler Effective Time for all purposes   
(including, without limitation, eligibility to participate, vesting, benefit    
accrual, eligibility to commence benefits (including, without limitation,       
subsidized early retirement benefits) and severance) under any benefit plans of 
DaimlerChrysler AG or its Subsidiaries in which the particular employee or      
former employee of Chrysler or Daimler-Benz (or their respective Subsidiaries)  
participates; PROVIDED, HOWEVER, that the foregoing shall not result in any     
duplication of benefits. From and after the Chrysler Effective Time,            
DaimlerChrysler AG shall, and shall cause its Subsidiaries to, recognize any and
all out-of-pocket expenses of each employee or former employee of Chrysler,     
Daimler-Benz and their respective Subsidiaries for purposes of determining such 
employee's, former                                                              

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employee's, beneficiary's and dependent's deductible and copayment expenses.    
Without limiting the generality of the foregoing, for at least two years        
following the Chrysler Effective Time, DaimlerChrysler AG shall provide or cause
to be provided to retirees and employees of Chrysler, Daimler-Benz and their    
respective Subsidiaries who, as of the Chrysler Effective Time, have satisfied  
the age and service requirements, or are within five years of satisfying the age
and service requirements, for eligibility to receive retiree medical and life   
insurance benefits under the benefit plans, policies and arrangements of        
Chrysler, Daimler-Benz and their respective Subsidiaries, as the case may be    
(the "Eligible Retirees"), retiree medical and life insurance benefits that are 
at least as favorable as the retiree medical and life insurance benefits        
provided under such plans, policies and arrangements immediately prior to the   
Chrysler Effective Time. DaimlerChrysler AG shall not, and shall cause its      
Subsidiaries not to, amend, modify or terminate any retiree medical and life    
insurance benefits provided to Eligible Retirees during any two-year period     
after the initial two-year period in a manner that would increase the cost of   
such benefits to retirees, their dependents and beneficiaries by more than 20%  
during any such two-year period.                                                

The Combination Agreement provides that, except as otherwise expressly  
provided therein, from and after the Chrysler Effective Time, DaimlerChrysler AG
shall honor, and shall cause its Subsidiaries to honor, in accordance with its  
terms, each existing employment, severance and termination agreement between    
Daimler-Benz or Chrysler or any of their respective Subsidiaries, and any       
officer, director or employee of any such company, so long as such agreement    
shall have been identified to the other party in accordance with the Combination
Agreement, if required to be so identified, and to the extent such terms are in 
effect on the date of the Combination Agreement. To the extent that any such    
employment, severance or termination agreement can be unilaterally amended by   
either Daimler-Benz or Chrysler, as the case may be, DaimlerChrysler AG agrees  
not to amend, and to cause its Subsidiaries not to amend, any such plan or      
agreement prior to the second anniversary of the Chrysler Effective Time in a   
manner that will reduce or otherwise impair the benefits that would be payable  
to any employee pursuant to such plan or agreement who is covered thereby.      
Further, at or prior to the Chrysler Effective Time, DaimlerChrysler AG shall   
recommend to the DaimlerChrysler Supervisory Board that DaimlerChrysler AG,     
represented by the DaimlerChrysler Supervisory Board (AUFSICHTSRAT), enter into 
employment agreements (DIENSTVERTRAG) substantially in the form previously      
provided by Daimler-Benz to Chrysler with the Daimler-Benz and Chrysler officers
identified on Exhibit E to the Combination Agreement.                           

No Solicitation                                                                 

 The Combination Agreement provides that neither party shall, nor shall it
permit any of its Subsidiaries to, nor shall it authorize or permit any of its  
directors, officers or employees or any investment banker, financial advisor,   
attorney, accountant or other representative retained by it or any of its       
Subsidiaries to, directly or indirectly through another person, (i) solicit,    
initiate or encourage (including by way of furnishing information), or take any 
other action designed to facilitate, any inquiries or the making of any proposal
which constitutes a Takeover Proposal or (ii) participate in any discussions or 
negotiations regarding, or furnish to any person any information with respect to
a Takeover Proposal; PROVIDED, that if the party's Board of Directors (or the   
Management Board (VORSTAND) in the case of Daimler-Benz) determines in good     
faith, after receiving the advice of outside counsel, that its failure to do so 
may result in a breach of its fiduciary duties to its stockholders under        
applicable law, such party may, in response to a Takeover Proposal which was not
solicited by it, which did not otherwise result from a breach of the no         
solicitation provisions of the Combination Agreement and which is made or       
received prior to the effectiveness of the Chrysler Stockholder Approval (in the
case of a Takeover Proposal relating to Chrysler) or the Daimler-Benz           
Stockholder Approval (in the case of a Takeover Proposal relating to            
Daimler-Benz), and subject to providing to the other party prior written notice 
of its decision to take such action and to such party's compliance with Rule    
14e-2(a) promulgated under the Exchange Act, (x) furnish information with       
respect to such party and its Subsidiaries to any person making a Takeover      
Proposal pursuant to a customary confidentiality agreement (as determined by    
such party after receiving the advice of its outside counsel) and (y)           
participate in discussions or negotiations regarding such Takeover Proposal.    
Each party shall promptly notify the other party of any Takeover Proposal       
(including, without limitation, the material terms and conditions thereof and   
the identity of the person making it) as promptly as practicable after its      
receipt thereof                                                                 

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and shall thereafter inform the other party of any material change in the status
of any discussions or negotiations with such third party, and any material      
changes to the terms and conditions of such Takeover Proposal and shall promptly
give the other party a copy of any business or financial information related to 
Chrysler or Daimler-Benz, as the case may be, delivered to such person which has
not previously been reviewed by such other party.                               

Except as expressly permitted by the Combination Agreement, neither the 
Chrysler Board or any committee thereof nor Daimler-Benz by its Management Board
(VORSTAND) or any committee thereof shall (i) withdraw or modify, or propose    
publicly to withdraw or modify, in a manner adverse to the other party, the     
approval or recommendation by the Chrysler Board or Daimler-Benz Management     
Board (VORSTAND) or any such committee of the transactions contemplated by the  
Combination Agreement, (ii) approve or recommend, or propose publicly to approve
or recommend, any Takeover Proposal, or (iii) cause its company to enter into   
any letter of intent, agreement in principle, acquisition agreement or other    
similar agreement (each, an "Acquisition Agreement") related to any Takeover    
Proposal. Notwithstanding the foregoing, at any time prior to the effectiveness 
of the Chrysler Stockholder Approval (in the case of Chrysler) or the           
Daimler-Benz Stockholder Approval (in the case of Daimler-Benz), the Chrysler   
Board or the Daimler-Benz Management Board (VORSTAND), as the case may be, to   
the extent that it determines in good faith, after receiving the advice of      
outside counsel, that its failure to do so may result in a breach of its        
fiduciary duties to its stockholders under applicable law, may (subject to this 
and the following sentences) terminate the Combination Agreement solely in order
to concurrently enter into an Acquisition Agreement with respect to any Superior
Proposal, but only at a time that is after the third business day following the 
other party's receipt of written notice advising such party that the Chrysler   
Board or the Daimler-Benz Management Board (VORSTAND), as the case may be, is   
prepared to accept a Superior Proposal, specifying the material terms and       
conditions of such Superior Proposal and identifying the person making such     
Superior Proposal.                                                              

   "Takeover Proposal" means any BONA FIDE inquiry, proposal or offer from any
person relating to any (1) tender or exchange offer involving 25% or more of the
capital stock of such party, (2) merger, consolidation or other business        
combination involving such party or any of its Significant Subsidiaries, (3)    
direct or indirect acquisition or purchase of a business that constitutes 25% or
more of the assets of such party and its Subsidiaries, taken as a whole, or 25% 
or more of the equity securities of the party, (4) recapitalization or          
restructuring of such party or any of its Significant Subsidiaries, or (5) other
transaction similar to any of the foregoing with respect to such party or any of
its Significant Subsidiaries, other than the transactions contemplated by the   
Combination Agreement. Effective as of the date of the Combination Agreement,   
each party shall immediately terminate any discussions or negotiations with any 
other third parties, if any, that may be currently in progress with respect to  
any Takeover Proposal and shall request that all confidential information       
furnished on behalf of such party to any such third parties be returned.        
"Superior Proposal" means any Takeover Proposal on terms that the Chrysler Board
or the Daimler-Benz Management Board (VORSTAND), as the case may be, determines 
in its good faith judgment (after receiving the advice of its financial advisor)
to be a superior financial alternative to that party's stockholders when        
compared as a whole with the transactions contemplated by the Combination       
Agreement and for which financing, to the extent required, is then committed or 
which, in the good faith judgment of such Board after receiving the advice of   
its financial advisor, is reasonably likely to be obtained by such third party. 

Additional Agreements                                                           

    The Combination Agreement provides that as soon as practicable following the
date of the Combination Agreement, (i) Chrysler, Daimler-Benz and               
DaimlerChrysler AG will prepare and file with the Commission the preliminary    
Proxy Statement/Prospectus, (ii) Daimler-Benz and DaimlerChrysler AG will       
prepare and file with the Commission the Registration Statement, and (iii)      
Daimler-Benz and DaimlerChrysler AG will prepare and file with the Commission   
the U.S. Exchange Offer Documents. Each of Chrysler, Daimler-Benz and           
DaimlerChrysler AG will use their reasonable best efforts to have the           
Registration Statement declared effective under the Securities Act as promptly  
as practicable after such filing. Chrysler will use reasonable best efforts to  
cause                                                                           

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the Proxy Statement/Prospectus to be delivered to Chrysler's stockholders,      
Daimler-Benz shall use reasonable best efforts to cause the Proxy               
Statement/Prospectus to be delivered to Daimler-Benz' stockholders, and         
Daimler-Benz and DaimlerChrysler AG shall use reasonable best efforts to cause  
the Exchange Offer Documents to be delivered to Daimler-Benz' stockholders      
(including the holders of the Daimler-Benz ADSs), in each case as promptly as   
practicable after the Registration Statement is declared effective under the    
Securities Act. Daimler-Benz and DaimlerChrysler AG will also take any action   
reasonably required to be taken under any applicable state securities laws in   
connection with the issuance of DaimlerChrysler Ordinary Shares in the          
Daimler-Benz Exchange Offer, the U.S. Share Exchange, the Chrysler Merger and   
the Daimler-Benz Merger, and Chrysler will furnish all information concerning   
Chrysler and the holders of Chrysler Common Stock as may be reasonably requested
in connection with any such action.                                             

   Each of Chrysler and Daimler-Benz has agreed to, as promptly as practicable
after the Registration Statement is declared effective under the Securities Act,
give notice of, convene and hold meetings of its stockholders in accordance with
applicable law for the purpose of obtaining the Chrysler Stockholder Approval   
and the Daimler-Benz Stockholder Approval and, subject to its rights to         
terminate the Combination Agreement in order to enter into an Acquisition       
Agreement with respect to a Superior Proposal, shall, through the Chrysler Board
or the Daimler-Benz Management Board (VORSTAND) and the Daimler-Benz Supervisory
Board (AUFSICHTSRAT), as the case may be, recommend to its stockholders the     
approval and adoption of the Combination Agreement, the Chrysler Merger or the  
Daimler-Benz Exchange Offer and the Daimler-Benz Merger, as applicable, and the 
other transactions contemplated by the Combination Agreement. Each of Chrysler  
and Daimler-Benz has agreed to schedule and, if necessary, adjourn as           
appropriate its stockholder meeting so that the vote necessary to obtain the    
Chrysler Stockholder Approval occurs simultaneously with the Daimler-Benz       
Stockholder Approval.                                                           

Each of Chrysler and Daimler-Benz shall, and shall cause each of their  
respective Subsidiaries to, afford to the other party and to the officers,      
employees, accountants, counsel, financial advisors and other representatives of
such other party, reasonable access during normal business hours during the     
period prior to the Chrysler Effective Time to all their respective properties, 
books, contracts, commitments, personnel and records and, during such period,   
each of Chrysler and Daimler-Benz shall, and shall cause each of its respective 
Subsidiaries to, furnish promptly to the other party (i) a copy of each report, 
schedule, registration statement and other document filed by it during such     
period pursuant to the requirements of U.S. federal or state securities laws or 
German securities laws and (ii) all other information concerning its business,  
properties and personnel as such other party may reasonably request. Each of    
Chrysler, Daimler-Benz and DaimlerChrysler AG has agreed to hold and cause each 
of their respective officers, directors, employees, attorneys, investment       
bankers and other advisors to hold in strict confidence (unless compelled to    
disclose by judicial or administrative process) all Confidential Information.   

   Prior to the Chrysler Effective Time, unless the Minimum Condition has been
changed to the 80% Minimum, Chrysler has agreed pursuant to the Combination     
Agreement to issue and sell, in such a manner as Chrysler reasonably determines 
and is reasonably acceptable to Daimler-Benz, approximately 30 million shares of
Chrysler Common Stock (or such greater or lesser number as will allow the       
Mergers to be accounted for as a "pooling-of-interests"). Each of Chrysler and  
Daimler-Benz has agreed to use its reasonable best efforts (i) to cause the     
Chrysler Exchange either (a) to qualify as a reorganization within the meaning  
of Section 368(a) of the Code or (b) when integrated with the Daimler-Benz      
Exchange Offer and taking into account the Daimler-Benz Merger, to be treated as
a transaction described in Section 351(a) of the Code, (ii) to cause the        
Daimler-Benz Exchange Offer either (a) when integrated with the Chrysler        
Exchange, to be treated as a transaction described in Section 351(a) of the Code
or (b) if integrated with the Daimler-Benz Merger, to qualify as a              
reorganization within the meaning of Section 368(a) of the Code, (iii) to cause 
the Daimler-Benz Exchange Offer and the Daimler-Benz Merger not to result in the
recognition of any gain or loss by DaimlerChrysler AG, Daimler-Benz or          
stockholders of Daimler-Benz under German law, and (iv) to enable Chrysler to   
obtain from the IRS the Private Letter Ruling described in "--Conditions to     
Closing" and to meet the conditions thereof.                                    

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During the period from the date of the Combination Agreement through the
Chrysler Effective Time, neither Chrysler nor Daimler-Benz shall terminate,     
amend, modify or waive any provision of any standstill agreement or waive any   
provision of any confidentiality agreement to which it or any of its respective 
Subsidiaries is a party, except as provided in the Chrysler Stockholders        
Agreement. During such period, Chrysler or Daimler-Benz, as the case may be,    
shall enforce, to the fullest extent permitted under applicable law, the        
provisions of any such agreement, including by obtaining injunctions to prevent 
any breaches of such agreements and to enforce specifically the terms and       
provisions thereof in any court of the United States of America or of any state 
thereof or any court in Germany or any political subdivision thereof, in each   
such case which has jurisdiction of the parties and the subject matter.         

    Pursuant to the Combination Agreement, Daimler-Benz and Chrysler have agreed
to cooperate in the preparation, execution and filing of all returns,           
questionnaires, applications or other documents regarding any real property     
transfer or gains, sales, use, transfer, value added, stock transfer and stamp  
taxes, any transfer, recording, registration and other fees or any similar taxes
that become payable in connection with the transactions contemplated by the     
Combination Agreement that are required or permitted to be filed on or before   
the Chrysler Effective Time. Chrysler shall pay, without deduction or           
withholding from any amount payable to the holders of Chrysler Common Stock (and
shall not directly or indirectly be reimbursed by Daimler-Benz or               
DaimlerChrysler AG for), any such taxes or fees imposed by any taxing authority 
(and any penalties and interest with respect to such taxes and fees) on Chrysler
or any holder of Chrysler Common Stock that become payable in connection with   
the transactions contemplated by the Combination Agreement. Daimler-Benz shall  
pay, without deduction or withholding from any amount payable to the holders of 
Daimler-Benz Ordinary Shares or Daimler-Benz ADSs (and shall not directly or    
indirectly be reimbursed by Chrysler or DaimlerChrysler AG for), any such taxes 
or fees imposed by any taxing authority (and any penalties and interest with    
respect to such taxes and fees) on Daimler-Benz or any holder of Daimler-Benz   
Ordinary Shares or Daimler-Benz ADSs that become payable in connection with the 
transactions contemplated by the Combination Agreement.                         

The Combination Agreement provides that Daimler-Benz and Chrysler shall 
consult with each other before issuing, and provide each other the opportunity  
to review, comment upon and concur with and use reasonable best efforts to agree
on, any press release or other public statements with respect to the            
transactions contemplated by the Combination Agreement, including the Mergers,  
and shall not issue any such press release or make any such public statement    
prior to such consultation, except as either party may determine is required by 
applicable law, court process or obligations pursuant to any listing agreement  
with any national securities exchange.                                          

 Upon the terms and subject to the conditions set forth in the Combination
Agreement, each of the parties agrees to use reasonable best efforts to take, or
cause to be taken, all actions, and to do, or cause to be done, and to assist   
and cooperate with the other parties in doing, all things necessary, proper or  
advisable to consummate and make effective, in the most expeditious manner      
practicable, the transactions contemplated by the Combination Agreement,        
including (i) the obtaining of all necessary actions or non-actions, waivers,   
consents and approvals from Governmental Entities and the making of all         
necessary registrations and filings and the taking of all steps as may be       
necessary to obtain an approval or waiver from, or to avoid an action or        
proceeding by, any Governmental Entity, (ii) the obtaining of all necessary     
consents, approvals or waivers from third parties, (iii) the defending of any   
lawsuits or other legal proceedings, whether judicial or administrative,        
challenging the Combination Agreement or the consummation of the transactions   
contemplated by the Combination Agreement, including seeking to have any stay or
temporary restraining order entered by any court or other Governmental Entity   
vacated or reversed, and (iv) the execution and delivery of any additional      
instruments necessary to consummate the transactions contemplated by, and to    
fully carry out the purposes of, the Combination Agreement.                     

 The Combination Agreement further provides that Chrysler and Daimler-Benz
will (i) use their reasonable best efforts to cause to be delivered to each     
other two accounting comfort letters as to the Registration Statement from their
respective independent accountants, one such letter dated a date within two     
business                                                                        

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days before the Registration Statement is declared effective under the          
Securities Act and the second dated a date within two business days before the  
Effective Time; (ii) use their reasonable best efforts to cause to be delivered 
to each other and their respective accountants two letters from the other's     
independent accountants, one dated as of the date the Registration Statement is 
declared effective under the Securities Act and the second dated as of the      
Closing Date, each such letter stating that accounting for the Mergers as a     
"pooling-of-interests" under applicable law is appropriate if the Mergers are   
consummated as contemplated by the Combination Agreement; (iii) unless the      
Mergers are not accounted for as a pooling-of-interests, as soon as practicable 
after the date of the Combination Agreement, deliver to the other party a list  
of all affiliates for purposes of qualifying the Combination for                
"pooling-of-interests" accounting treatment and complying with Rule 145 under   
the Securities Act, and to use reasonable best efforts to cause their respective
affiliates to deliver to the other party a written agreement substantially in   
the form of Exhibit B-2 to the Combination Agreement, in the case of            
Daimler-Benz Affiliates, or Exhibit B-1 to the Combination Agreement, in the    
case of Chrysler Affiliates, not less than 30 days prior to the Chrysler        
Effective Time; (iv) as soon as practicable after the date of the Combination   
Agreement, prepare and file such documents necessary to obtain approval for the 
listing of DaimlerChrysler Ordinary Shares on each of the German exchanges on   
which Daimler-Benz Ordinary Shares are currently traded and to use reasonable   
best efforts to cause the DaimlerChrysler Ordinary Shares to be approved for    
listing on the NYSE; and (v) give the other the reasonable opportunity to       
participate in the defense of any stockholder litigation against Chrysler,      
Daimler-Benz or DaimlerChrysler AG, as applicable, and their respective         
directors in connection with the Transactions.                                  

Indemnification, Exculpation and Insurance                                      

  Daimler-Benz and DaimlerChrysler AG shall maintain in effect in accordance
with their terms all rights to indemnification and exculpation from liabilities 
for acts or omissions occurring at or prior to the Chrysler Effective Time now  
existing in favor of the current or former directors or officers of Chrysler or 
Daimler-Benz or any of their respective Subsidiaries as provided in their       
respective certificates of incorporation or by-laws (or comparable              
organizational documents) and any indemnification agreements of Chrysler or     
Daimler-Benz. In addition, from and after the Chrysler Effective Time, directors
and officers of Chrysler who become directors or officers of DaimlerChrysler AG 
or Daimler-Benz shall be entitled to the same indemnity rights and protections  
as are afforded to other directors and officers of DaimlerChrysler AG or        
Daimler-Benz, as the case may be, and Management Board members (MITGLIEDER DES  
VORSTANDS) and officers of Daimler-Benz who become directors or officers of     
DaimlerChrysler AG or Chrysler shall be entitled to the same indemnity rights   
and protections as are afforded to other directors and officers of              
DaimlerChrysler AG or Chrysler, as the case may be.                             

    If DaimlerChrysler AG, Daimler-Benz or any of their respective successors or
assigns (i) consolidates with or merges into any other person and is not the    
continuing or surviving corporation or entity of such consolidation or merger or
(ii) transfers or conveys all or substantially all of its properties and assets 
to any person, then, and in each such case, proper provision will be made so    
that the successors and assigns of DaimlerChrysler AG or Daimler-Benz, as the   
case may be, assume the obligations set forth in this section.                  

   From and after the Chrysler Effective Time, Chrysler and DaimlerChrysler AG
will indemnify and hold harmless each present and former director and officer of
Chrysler and its Subsidiaries against any costs or expenses (including          
attorneys' fees), judgments, fines, losses, claims, damages or liabilities      
incurred in connection with any claim, action, suit, proceeding or              
investigation, whether civil, criminal, administrative or investigative, arising
out of or pertaining to matters existing or occurring at or prior to the        
Chrysler Effective Time, to the fullest extent that Chrysler or such Subsidiary 
would have been permitted under applicable law and the Certificate of           
Incorporation or Bylaws of Chrysler or such Subsidiary in effect on the date of 
the Chrysler Combination Agreement to indemnify or to obtain insurance for such 
person (and DaimlerChrysler AG or Chrysler shall also advance expenses as       
incurred to the fullest extent permitted under applicable law provided the      
person to whom expenses are advanced provides an undertaking to repay such      
advances if it is ultimately determined that such person is not entitled to     
indemnification).                                                               

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Conditions to Closing                                                           

CONDITIONS TO ALL PARTIES' OBLIGATION TO CLOSE.  The obligation of all  
parties to consummate the Daimler-Benz Exchange Offer and the German Share      
Exchange, the Daimler-Benz Merger and the Chrysler Merger and the U.S. Share    
Exchange is subject to the satisfaction on or prior to the consummation of      
Daimler-Benz Exchange Offer of the following conditions: (a) expiration or      
termination of any applicable waiting period under the HSR Act relating to the  
Transactions and the approval (or deemed approval) of the Transactions by the   
Commission of the European Union; (b) the Registration Statement shall have     
become effective and no stop order suspending such effectiveness shall have been
issued and no proceeding for such purpose shall have been initiated by the      
Commission; (c) approval for listing of (i) the DaimlerChrysler Ordinary Shares 
on the NYSE, subject to official notice of issuance, and (ii) the               
DaimlerChrysler Ordinary Shares on the FSE; (d) receipt of the Chrysler         
Stockholder Approval and the Daimler-Benz Stockholder Approval; (e) all         
consents, approvals and actions of, filings with and notices to any governmental
entity required of Chrysler, Daimler-Benz or any of their respective            
Subsidiaries to consummate the transactions contemplated in the Combination     
Agreement, the failure of which to be obtained or taken is reasonably likely to 
have a Material Adverse Effect on DaimlerChrysler AG, having been obtained or   
made, all in form and substance reasonably satisfactory to Chrysler and         
Daimler-Benz, other than the filing of the certificate of merger for the        
Chrysler Merger and filings pursuant to the HSR Act and with the Commission of  
the European Union; (f) the absence of any judgment, order, decree, statute,    
law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or  
issued by any Governmental Entity of competent jurisdiction or other legal      
restraint or prohibition (i) preventing the consummation of the Daimler-Benz    
Exchange Offer, the Chrysler Merger, the U.S. Share Exchange or the Daimler-Benz
Merger, or (ii) otherwise reasonably likely to have a Material Adverse Effect on
Chrysler or Daimler-Benz; (g) receipt of each of Daimler-Benz and Chrysler of   
the accountants' comfort letters and (unless the Minimum Condition has been     
changed to the 80% Minimum) the accountants' pooling letters contemplated by the
Combination Agreement; (h) completion of the Chrysler Stock Issuance (unless the
Minimum Condition has been changed to the 80% Minimum); and (i) all conditions  
to the Daimler-Benz Exchange Offer have been satisfied.                         

CONDITIONS TO DAIMLER-BENZ' AND DAIMLERCHRYSLER AG'S OBLIGATION TO      
CLOSE.  The obligation of Daimler-Benz and DaimlerChrysler AG to consummate the 
U.S. Share Exchange and the Daimler-Benz Merger is further subject to the       
satisfaction on or prior to the Chrysler Effective Time of the following        
additional conditions: (a) the representations and warranties of Chrysler being 
true and correct both when made and at and as of the Chrysler Effective Time, as
if made at and as of such time (except to the extent expressly made as of an    
earlier date, in which case as of such date), except where the failure of such  
representations and warranties to be so true and correct (without giving effect 
to any limitation as to "materiality" or "Material Adverse Effect" set forth    
therein) would not reasonably be expected to have, individually or in the       
aggregate, a Material Adverse Effect on Chrysler, and receipt by Daimler-Benz of
a certificate of an Executive Vice President of Chrysler to that effect; (b)    
performance and compliance by Chrysler, in all material respects, with all      
obligations required to be performed or complied with by it under the           
Combination Agreement at or prior to the Chrysler Effective Time, and receipt by
Daimler-Benz of a certificate of an Executive Vice President of Chrysler to that
effect; (c) receipt by Daimler-Benz and DaimlerChrysler AG of an opinion from   
German tax counsel to Daimler-Benz substantially to the effect that neither the 
Daimler-Benz Exchange Offer nor the Daimler-Benz Merger will result in the      
recognition of any gain or loss by stockholders of Daimler-Benz or by           
Daimler-Benz or DaimlerChrysler AG under German law; (d) receipt by Daimler-Benz
and DaimlerChrysler AG of an opinion, dated as of the expiration date of the    
Daimler-Benz Exchange Offer, from Skadden, Arps, Slate, Meagher & Flom LLP,     
special counsel to Daimler-Benz and DaimlerChrysler AG, with respect to certain 
tax matters; and (e) at any time after the date of the Combination Agreement    
there not having occurred and be continuing as of the Chrysler Effective Time   
any Material Adverse Effect on Chrysler.                                        

    CONDITIONS TO CHRYSLER'S OBLIGATION TO CLOSE.  The obligation of Chrysler to
consummate the Chrysler Merger is further subject to the satisfaction on or     
prior to the Chrysler Effective Time of the following additional conditions: (a)
the respective representations and warranties of Daimler-Benz and               
DaimlerChrysler AG being true and correct both when made and at and as of the   
Chrysler Effective Time, as if made at and as of such time                      

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(except to the extent expressly made as of an earlier date, in which case as of 
such date), except, in the case of representations and warranties of            
Daimler-Benz, where the failure of such representations and warranties to be so 
true and correct (without giving effect to any limitation as to "materiality" or
"Material Adverse Effect" set forth therein) would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect on            
Daimler-Benz, and receipt by Chrysler of a certificate of a member of the Board 
of Management (VORSTAND) of Daimler-Benz to that effect; (b) performance and    
compliance by Daimler-Benz and DaimlerChrysler AG, in all material respects,    
with all obligations required to be performed or complied with by it under the  
Combination Agreement at or prior to the Chrysler Effective Time, and receipt by
Chrysler of a certificate of a member of the Board of Management (VORSTAND) of  
Daimler-Benz to that effect; (c) receipt by Chrysler from Debevoise & Plimpton, 
special counsel to Chrysler, of an opinion, dated as of the Chrysler Merger     
Closing Date, with respect to certain tax matters; (d) receipt from the IRS of a
private letter ruling, reasonably satisfactory to Chrysler, addressing certain  
issues under Section 367(a)(1) of the Code and sufficient to enable Debevoise & 
Plimpton to render their opinion; (e) consummation of the Rights Offering, which
shall have been fully subscribed; (f) consummation of the Daimler-Benz Exchange 
Offer and (g) there not being in existence a Material Adverse Effect on         
Daimler-Benz as of the Chrysler Effective Time.                                 

FURTHER CONDITION TO OBLIGATIONS OF DAIMLER-BENZ AND DAIMLERCHRYSLER    
AG.  After the Chrysler Effective Time and the consummation of the U.S. Share   
Exchange, the obligations of Daimler-Benz and DaimlerChrysler AG to complete the
Daimler-Benz Merger shall only be conditioned on the absence of any judgment,   
order, decree, statute, law, ordinance, rule or regulation, entered, enacted,   
promulgated, enforced or issued by any Governmental Entity of competent         
jurisdiction or other legal restraint or prohibition preventing the consummation
of the Daimler-Benz Exchange Offer, the Chrysler Merger, the U.S. Share Exchange
or the Daimler-Benz Merger.                                                     

Termination                                                                     

The Combination Agreement may be terminated at any time prior to the    
Chrysler Effective Time, and except in the case of clauses (d) or (f) below,    
whether before or after the Chrysler Stockholder Approval or the Daimler-Benz   
Stockholder Approval: (a) by mutual written consent of Daimler-Benz and         
Chrysler; (b) by either Daimler-Benz or Chrysler: (i) if the Chrysler Merger and
the Daimler-Benz Exchange Offer shall not have been consummated by January 31,  
1999, PROVIDED that the right to terminate the Combination Agreement pursuant to
this clause (b)(i) shall not be available to any party whose failure to perform 
any of its obligations under the Combination Agreement results in the failure of
the Chrysler Merger, the U.S. Share Exchange and the Daimler-Benz Exchange Offer
to be consummated on or prior to such date; and PROVIDED, FURTHER, that the     
Combination Agreement may be extended for up to 30 days by either Daimler-Benz  
or Chrysler by written notice to the other party if the Daimler-Benz Exchange   
Offer or the Chrysler Merger shall not have been consummated as a direct result 
of Daimler-Benz or Chrysler having failed to receive all regulatory approvals   
required to be obtained with respect thereto; (ii) if the Chrysler Stockholder  
Approval or the Daimler-Benz Stockholder Approval shall not have been obtained  
at the respective Chrysler Special Meeting or Daimler-Benz Special Meeting or at
any adjournment or postponement thereof; or (iii) if any Restraint preventing   
the consummation of the Daimler-Benz Exchange Offer, the Chrysler Merger, the   
U.S. Share Exchange or the Daimler-Benz Merger or which is otherwise reasonably 
likely to have a Material Adverse Effect on Chrysler or Daimler-Benz shall be in
effect and shall have become final and nonappealable, PROVIDED, that the party  
seeking to terminate pursuant to this clause (iii) shall have used its          
reasonable best efforts to prevent the entry of and to remove such Restraint;   
(c) by Daimler-Benz if Chrysler shall have breached or failed to perform in any 
material respect any of its representations, warranties, covenants or other     
agreements contained in the Combination Agreement, which breach or failure to   
perform (1) would give rise to the failure of a condition described in clause   
(a) or (b) under "--Conditions to Closing--Conditions to Daimler-Benz' and      
DaimlerChrysler AG's Obligation to Close" and (2) is incapable of being cured by
Chrysler or is not cured within 45 days after receipt of written notice thereof;
(d) prior to receipt of the Daimler-Benz Stockholder Approval, by Daimler-Benz  
in order to enter into an Acquisition Agreement with respect to a Superior      
Proposal; (e) by Chrysler, if Daimler-Benz or DaimlerChrysler AG shall have     
breached or failed to perform in any material respect any of their              
representations, warranties,                                                    

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covenants or other agreements contained in the Combination Agreement, which     
breach or failure to perform (1) would give rise to the failure of a condition  
described in clause (a) or (b) under "--Conditions to Closing-- Conditions to   
Chrysler's Obligation to Close" and (2) is incapable of being cured by          
Daimler-Benz or DaimlerChrysler AG or is not cured within 45 days of written    
notice thereof; or (f) prior to receipt of the Chrysler Stockholder Approval, by
Chrysler in order to enter into an Acquisition Agreement with respect to a      
Superior Proposal.                                                              

   The Combination Agreement further provides that in the event of termination
of the Combination Agreement by either Chrysler or Daimler-Benz as provided     
therein, written notice thereof shall be given as promptly as possible to the   
other parties hereto and, with certain exceptions, the Combination Agreement    
shall forthwith become void and have no effect, without any liability or        
obligation on the part of Daimler-Benz, Chrysler or DaimlerChrysler AG, except  
to the extent that such termination results from the willful and material breach
by a party of any of its representations, warranties, covenants or agreements   
set forth in the Combination Agreement.                                         

Governing Law                                                                   

The Daimler-Benz Merger, the Daimler-Benz Exchange Offer (to the extent 
conducted in Germany) and the capital contribution in kind included in the U.S. 
Share Exchange shall be governed by and effected in accordance with German law. 
In all other respects, the Combination Agreement will be governed by and        
effected in accordance with Delaware law without regard to the principles of    
conflicts of laws thereof.                                                      

Fees and Expenses                                                               

  Subject to the obligations of the parties to pay certain conveyance taxes,
all fees and expenses incurred in connection with the Combination Agreement and 
the transactions contemplated thereby shall be borne by the party incurring such
fees or expenses, whether or not the Mergers are consummated, and accordingly   
each of Daimler-Benz and Chrysler will pay one-half of the costs and expenses   
incurred in connection with the filing, printing and mailing of the Registration
Statement and the Proxy Statement/Prospectus (including the registration and    
filing fees of the Commission).                                                 

Reservation of Right to Revise Transaction                                      

   The Combination Agreement provides that if the implementation and mechanics
prove not to be operable, the parties will use their reasonable best efforts to 
change the method of effecting the business combination contemplated thereby,   
PROVIDED, that no such change shall (a) alter or change the amount or kind of   
consideration to be received by holders of Chrysler Common Stock, Daimler-Benz  
Ordinary Shares or Daimler-Benz ADRs, (b) adversely affect the tax treatment to 
Chrysler, Daimler-Benz, DaimlerChrysler AG or their respective stockholders as a
result of the Transactions, or (c) materially delay receipt of any material     
approval referred to in the Combination Agreement or the consummation of the    
transactions contemplated thereby.                                              

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Daimler-Benz and Chrysler intend that the Transactions will qualify as a
pooling-of-interests for accounting and financial reporting purposes under U.S. 
GAAP, but this treatment cannot be guaranteed because the occurrence of certain 
events outside the control of Daimler-Benz and Chrysler may preclude the use of 
the pooling-of-interests method of accounting. The pooling-of-interests method  
of accounting for the Transactions will be available only if certain conditions 
are satisfied, including (i) the Minimum Condition and (ii) the consummation of 
the Chrysler Stock Issuance. If fewer than 90% of the outstanding Daimler-Benz  
Ordinary Shares and Daimler-Benz ADSs are tendered in the Daimler-Benz Exchange 
Offer, and the Minimum Condition is consequently changed to the 80% Minimum,    
Daimler-Benz, Chrysler and DaimlerChrysler AG will consummate the Transactions, 
and the Transactions will be accounted for under the purchase method of         
accounting. In such latter case, the Transactions will be treated for accounting
and financial reporting purposes as a purchase of Chrysler by Daimler-Benz.     
Accordingly, the following unaudited pro forma financial information is being   
provided under both the pooling-of-interests and the purchase methods of        
accounting.                                                                     

The pro forma information below does not purport to represent what the  
combined results of operations actually would have been if the Transactions had 
occurred as of the dates indicated or what those results will be for any future 
periods. The information below is presented in accordance with U.S. GAAP and is 
qualified in its entirety by, and should be read in conjunction with, (i) the   
Daimler-Benz consolidated financial statements as of December 31, 1997 and 1996 
and for each of the years in the three-year period ended December 31, 1997,     
including the notes thereto, included in the Daimler-Benz Annual Report on Form 
20-F for the fiscal year ended December 31, 1997, which is incorporated by      
reference in this Proxy Statement/Prospectus, (ii) the Daimler-Benz unaudited   
consolidated financial statements as of June 30, 1998 and for each of the       
six-month periods ended June 30, 1998 and 1997, including the notes thereto,    
included in the Daimler-Benz Report of Foreign Private Issuer on Form 6-K for   
the month of July 1998, incorporated by reference in this Proxy Statement/      
Prospectus, (iii) the Chrysler consolidated financial statements as of December 
31, 1997 and 1996 and for each of the years in the three-year period ended      
December 31, 1997, including the notes thereto, included in the Chrysler Annual 
Report on Form 10-K for the fiscal year ended December 31, 1997, incorporated by
reference herein, and (iv) the Chrysler unaudited consolidated financial        
statements as of June 30, 1998 and for each of the six-month periods ended June 
30, 1998 and 1997, including the notes thereto, included in Chrysler's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998, incorporated by        
reference herein.                                                               

In the Transactions, DaimlerChrysler AG will exchange DaimlerChrysler   
Ordinary Shares for all of the Daimler-Benz Ordinary Shares (including          
Daimler-Benz Ordinary Shares represented by Daimler-Benz ADSs) and shares of    
Chrysler Common Stock, including outstanding Chrysler Stock Options, Chrysler   
Performance Shares and other Chrysler equity awards. DaimlerChrysler AG has been
formed for the sole purpose of effecting the Transactions and accordingly has no
material assets or liabilities or revenues or expenses. Accordingly, no separate
presentation of DaimlerChrysler AG has been made in the accompanying unaudited  
pro forma combined financial information. The unaudited pro forma combined      
financial information below assumes, as is provided in the Combination          
Agreement, a 100% exchange of the outstanding Daimler-Benz Ordinary Shares and  
shares of Chrysler Common Stock, including outstanding Chrysler Stock Options,  
Chrysler Performance Shares and other Chrysler equity awards, net of related    
withholding taxes, for DaimlerChrysler Ordinary Shares. The Combination         
Agreement also provides that the outstanding options, warrants and convertible  
notes of Daimler-Benz will be converted into options, warrants and convertible  
notes of DaimlerChrysler AG with substantially the same terms and conditions.   

The Combination Agreement provides that each outstanding Daimler-Benz   
Ordinary Share and Daimler-Benz ADS will be exchanged in the Daimler-Benz       
Exchange Offer and the Daimler-Benz Merger for DaimlerChrysler Ordinary Shares  
in the case that 90% or more of the Daimler-Benz Ordinary Shares are tendered in
the Daimler-Benz Exchange Offer, for 1.005 DaimlerChrysler Ordinary Shares or,  
in the case that less than 90% of the Daimler-Benz Ordinary Shares are          
exchanged, on a one-for-one basis. The Combination Agreement includes a formula 
(the U.S. Exchange Ratio Formula) to determine the U.S. Exchange Ratio for the  
exchange of shares of Chrysler Common Stock into DaimlerChrysler Ordinary Shares
in the Chrysler Merger. A U.S. Exchange Ratio                                   

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of 0.6235 of a DaimlerChrysler Ordinary Share for each share of Chrysler Common 
Stock has been established. The precise number of outstanding Daimler-Benz      
Ordinary Shares and shares of Chrysler Common Stock to be exchanged in the      
Transactions cannot be determined until the Chrysler Effective Time. For all    
purposes in the unaudited pro forma combined financial information, the actual  
number of outstanding Daimler-Benz Ordinary Shares and Chrysler Common Stock    
issued and outstanding at June 30, 1998 has been used to calculate the issuance 
of DaimlerChrysler Ordinary Shares pursuant to the Transactions.                

POOLING-OF-INTERESTS                                                    

  The following unaudited pro forma combined balance sheet at June 30, 1998,
and the unaudited pro forma combined statements of income for the six months    
ended June 30, 1998 and 1997 and for the years ended December 31, 1997, 1996 and
1995 give effect to the proposed exchange of Daimler-Benz Ordinary Shares,      
Daimler-Benz ADSs and shares of Chrysler Common Stock for DaimlerChrysler       
Ordinary Shares under the pooling-of-interests method of accounting. The        
unaudited pro forma combined balance sheet at June 30, 1998 was prepared as if  
the Transactions and other related transactions were consummated as of such     
date. The unaudited pro forma combined statements of income for the six months  
ended June 30, 1998 and 1997 and years ended December 31, 1997, 1996 and 1995   
were prepared as if the Transactions and other related transactions were        
consummated as of January 1, 1995. The unaudited pro forma combined financial   
information is based on the historical consolidated financial statements of     
Daimler-Benz and Chrysler giving effect to the Transactions under the           
assumptions and adjustments described in the accompanying Notes to Unaudited Pro
Forma Combined Financial Information Accounted for Under the                    
Pooling-of-Interests Method of Accounting. Additionally, the unaudited pro forma
financial information gives effect to the sale by Chrysler of 30.0 million      
shares of Chrysler Common Stock and the deemed exercise and conversion of all of
the outstanding Chrysler Stock Options, Chrysler Performance Shares and other   
Chrysler equity awards, net of related withholding taxes, into DaimlerChrysler  
Ordinary Shares determined in accordance with a formula set out in the          
Combination Agreement.                                                          

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DAIMLERCHRYSLER AG

UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET 
(pooling-of-interests method) 

June 30, 1998 

(in millions) 

                                                        [Enlarge/Download Table]

                                                                    Historical                                                
                                                             ------------------------     Pro Forma     Pro Forma  Pro Forma  
                                                             Daimler-Benz   Chrysler(1)   Adjustments   Combined   Combined(7)
                                                             ------------   ---------  ---------------  ---------  ---------  
                                                                                                                              
Assets                                                                                                                        
Intangible assets...........................................  DM  1,895     DM  2,758   DM              DM  4,653  $  2,580   
Property, plant and equipment, net..........................     21,528        36,031                      57,559    31,919   
Investments and long-term financial assets..................      3,996         1,803                       5,799     3,216   
Equipment on operating leases, net..........................     16,461        10,932                      27,393    15,190   
                                                             ------------   ---------  ---------------  ---------  ---------  
Fixed assets................................................     43,880        51,524                      95,404    52,905   
                                                             ------------   ---------  ---------------  ---------  ---------  
Inventories.................................................     15,940         6,241                      22,181    12,300   
Receivables                                                                                                                   
Receivables from financial services.........................     29,053        24,779                      53,832    29,853   
Trade and other receivables and other assets................     21,099        11,471                      32,570    18,061   
Securities..................................................     18,109         6,131                      24,240    13,442   
Cash and cash equivalents...................................      4,199        12,659       3,425(2)       19,694    10,921   
                                                                                              160(4a)                         
                                                                                             (865)(4b)                        
                                                                                              856(4c)                         
                                                                                             (550)(5a)                        
                                                                                              (70)(5b)                        
                                                                                             (120)(5c)                        
                                                             ------------   ---------  ---------------  ---------  ---------  
Current assets..............................................     88,400        61,281       2,836         152,517    84,577   
                                                             ------------   ---------  ---------------  ---------  ---------  
Deferred taxes and prepaid expenses.........................      9,714         9,827                      19,541    10,836   
                                                             ------------   ---------  ---------------  ---------  ---------  
Total assets................................................    141,994       122,632       2,836         267,462   148,318   
                                                             ------------   ---------  ---------------  ---------  ---------  
                                                             ------------   ---------  ---------------  ---------  ---------  
Liabilities and stockholders' equity                                                                                          
Capital stock...............................................      2,847         1,490        (266)(3)          --        --   
                                                                                           (2,847)(4a)                        
                                                                                           (1,224)(4b)                        
Additional paid-in capital..................................     12,597         9,440       1,767(2)       20,242    11,225   
                                                                                           (7,850)(3)                         
                                                                                            2,847(4a)                         
                                                                                            1,224(4b)                         
                                                                                             (782)(4b)                        
                                                                                              143(4b)                         
                                                                                              856(4c)                         
Retained earnings...........................................     17,356        21,956        (550)(5a)     38,342    21,262   
                                                                                              (70)(5b)                        
                                                                                             (350)(5c)                        
Accumulated other comprehensive income......................      1,127            --                       1,127       625   
Treasury stock..............................................       (160)       (9,774)      1,658(2)           --        --   
                                                                                            8,116(3)                          
                                                                                              160(4a)                         
                                                             ------------   ---------  ---------------  ---------  ---------  
Stockholders' equity........................................     33,767        23,112       2,832          59,711    33,112   
                                                             ------------   ---------  ---------------  ---------  ---------  
Minority interest...........................................      1,057            51                       1,108       614   
                                                             ------------   ---------  ---------------  ---------  ---------  
Accrued liabilities.........................................     37,873        35,505        (226)(4b)     73,382    40,693   
                                                                                              230(5c)                         
                                                             ------------   ---------  ---------------  ---------  ---------  
Financial liabilities.......................................     41,563        37,780                      79,343    43,999   
Trade and other liabilities.................................     24,282        16,799                      41,081    22,781   
                                                             ------------   ---------  ---------------  ---------  ---------  
Liabilities.................................................     65,845        54,579                     120,424    66,780   
                                                             ------------   ---------  ---------------  ---------  ---------  
Deferred taxes and income...................................      3,452         9,385                      12,837     7,119   
                                                             ------------   ---------  ---------------  ---------  ---------  
Total liabilities and stockholders' equity..................    141,994       122,632       2,836         267,462   148,318   
                                                             ------------   ---------  ---------------  ---------  ---------  
                                                             ------------   ---------  ---------------  ---------  ---------  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE PRO FORMA COMBINED 
FINANCIAL STATEMENTS

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DAIMLERCHRYSLER AG

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF INCOME 
(pooling-of-interests method) 

For the Six Months Ended June 30, 1998

(in millions, except per share amounts) 

                                                        [Enlarge/Download Table]

                                                                Historical                                        
                                                       ----------------------------    Pro Forma      Pro Forma   
                                                       Daimler-Benz    Chrysler(1)      Combined     Combined(7)  
                                                       -------------  -------------  --------------  ------------ 
                                                                                                                  
Revenues.............................................. DM     67,714  DM     60,594  DM     128,308   $   71,152  
Cost of sales.........................................       (53,809)       (48,672)       (102,481)     (56,830) 
                                                       -------------  -------------  --------------  ------------ 
Gross margin..........................................        13,905         11,922          25,827       14,322  
Selling, administrative and other expenses............        (8,534)        (4,520)        (13,054)      (7,239) 
Research and development..............................        (3,123)        (1,693)         (4,816)      (2,670) 
Other income..........................................         1,120             --           1,120          621  
                                                       -------------  -------------  --------------  ------------ 
Income before financial income and income taxes.......         3,368          5,709           9,077        5,034  
Financial income, net.................................           542            204             746          414  
                                                       -------------  -------------  --------------  ------------ 
Income before income taxes............................         3,910          5,913           9,823        5,448  
Income taxes..........................................        (1,838)        (2,202)         (4,040)      (2,240) 
Minority interest.....................................           (62)            --             (62)         (34) 
                                                       -------------  -------------  --------------  ------------ 
Net income............................................         2,010          3,711           5,721        3,174  
                                                       -------------  -------------  --------------  ------------ 
                                                       -------------  -------------  --------------  ------------ 
Pro forma combined earnings per share (6)                                                                         
    Pro forma combined basic earnings per ordinary                                                                
      share...........................................                                         5.96(a)        3.31
    Pro forma combined diluted earnings per ordinary                                                              
      share...........................................                                         5.83(a)        3.23

------------------------                                                        

(a) The assumed weighted average number of ordinary shares outstanding for basic
and diluted earnings per share were 960.1 million and 985.2 million,    
respectively.                                                           

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE PRO FORMA COMBINED 
FINANCIAL STATEMENTS. 

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DAIMLERCHRYSLER AG

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF INCOME 
(pooling-of-interests method) 

For the Six Months Ended June 30, 1997

(in millions, except per share amounts) 

                                                        [Enlarge/Download Table]

                                                                               Historical                          
                                                                       --------------------------    Pro Forma     
                                                                       Daimler-Benz  Chrysler(1)     Combined      
                                                                       ------------  ------------  -------------   
                                                                                                                   
Revenues..............................................................  DM  55,892   DM    51,033  DM    106,925   
Cost of sales.........................................................     (44,919)       (40,791)       (85,710)  
                                                                       ------------  ------------  -------------   
Gross margin..........................................................      10,973         10,242         21,215   
Selling, administrative and other expenses............................      (7,517)        (4,610)       (12,127)  
Research and development..............................................      (2,867)        (1,514)        (4,381)  
Other income..........................................................         733             --            733   
                                                                       ------------  ------------  -------------   
Income before financial income and income taxes.......................       1,322          4,118          5,440   
Financial income (expense), net.......................................        (111)           123             12   
                                                                       ------------  ------------  -------------   
Income before income taxes............................................       1,211          4,241          5,452   
Income taxes..........................................................        (263)        (1,691)        (1,954)  
Minority interest.....................................................          44             --             44   
                                                                       ------------  ------------  -------------   
Net income............................................................         992          2,550          3,542   
                                                                       ------------  ------------  -------------   
                                                                       ------------  ------------  -------------   
Pro forma combined earnings per share(6)                                                                           
    Pro forma combined basic earnings per ordinary share..............                                      3.62(a)
    Pro forma combined diluted earnings per ordinary share............                                      3.60(a)

------------------------                                                        

(a) The assumed weighted average number of ordinary shares outstanding for basic
and diluted earnings per share were 978.6 million and 987.5 million,    
respectively.                                                           

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE PRO FORMA COMBINED 
FINANCIAL STATEMENTS. 

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DAIMLERCHRYSLER AG

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF INCOME 
(pooling-of-interests method) 

For the Year Ended December 31, 1997

(in millions, except per share amounts) 

                                                        [Enlarge/Download Table]

                                            Historical                                                    
                                    --------------------------     Pro-Forma              Pro Forma       
                                    Daimler-Benz   Chrysler(1)      Combined             Combined(7)      
                                    ------------   -----------   --------------     ----------------------
                                                                                                          
Revenues...........................  DM  124,050   DM  105,205      DM  229,255        $ 127,131          
Cost of sales......................      (98,943)      (84,879)        (183,822)        (101,936)         
                                    ------------   -----------   --------------         --------          
Gross margin.......................       25,107        20,326           45,433           25,195          
Selling, administrative and other                                                                         
  expenses.........................      (17,433)       (9,703)         (27,136)         (15,048)         
Research and development...........       (5,663)       (2,972)          (8,635)          (4,788)         
Other income.......................        1,620                          1,620              898          
                                    ------------   -----------   --------------         --------          
Income before financial income and                                                                        
  income taxes.....................        3,631         7,651           11,282            6,257          
Financial income, net..............          618           251              869              482          
                                    ------------   -----------   --------------         --------          
Income before income taxes.........        4,249         7,902           12,151            6,739          
Tax benefit relating to a special                                                                         
  distribution.....................        2,908                          2,908(a)         1,613          
Income taxes.......................        1,074        (3,038)          (1,964)(b)       (1,089)         
                                    ------------   -----------   --------------         --------          
Total income taxes.................        3,982        (3,038)             944              524          
Minority interest..................         (189)                          (189)            (105)         
                                    ------------   -----------   --------------         --------          
Net income.........................        8,042         4,864           12,906(c)         7,158          
                                    ------------   -----------   --------------         --------          
                                    ------------   -----------   --------------         --------          
Pro forma combined earnings                                                                               
  per share (6)                                                                                           
    Pro forma combined basic                                                                              
      earnings per ordinary                                                                               
      share........................                                       13.29(c)(d)         7.37        
    Pro forma combined diluted                                                                            
      earnings per ordinary                                                                               
      share........................                                       13.16(c)(d)         7.30        

------------------------------                                                  

(a) Reflects the nonrecurring tax benefit relating to the Special Distribution. 

(b) Includes nonrecurring tax benefits of DM 1,962 relating to the decrease in  
valuation allowance as of December 31, 1997, applied to the German      
operations that file a combined tax return.                             

(c) Excluding the nonrecurring income tax benefits, net income and pro forma    
   combined net income would have been DM 3,172 ($1,759) and DM 8,036 ($4,456)
   and pro forma combined basic and diluted earnings per share would have been
DM 8.28 ($4.59) and DM 8.21 ($4.55), respectively.                      

(d) The assumed weighted average number of ordinary shares outstanding for basic
and diluted earnings per share were 970.8 million and 983.6 million,    
respectively.                                                           

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE PRO FORMA COMBINED 
FINANCIAL STATEMENTS. 

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DAIMLERCHRYSLER AG

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF INCOME 
(pooling-of-interests method) 

For the Year Ended December 31, 1996

(in millions, except per share amounts) 

                                                        [Enlarge/Download Table]

                                                                     Historical                               
                                                            ----------------------------                      
                                                            Daimler-Benz    Chrysler(1)   Pro Forma Combined  
                                                            -------------  -------------  ------------------- 
                                                                                                              
Revenues................................................... DM    106,339  DM     91,743    DM      198,082   
Cost of sales..............................................       (84,742)       (72,262)          (157,004)  
                                                            -------------  -------------  ------------------- 
Gross Margin...............................................        21,597         19,481             41,078   
Selling, administrative and other expenses.................       (15,955)        (8,063)           (24,018)  
Research and development...................................        (5,579)        (2,408)            (7,987)  
Other income...............................................         1,402             --              1,402   
                                                            -------------  -------------  ------------------- 
Income before financial income and income taxes............         1,465          9,010             10,475   
Financial income, net......................................           496            156                652   
                                                            -------------  -------------  ------------------- 
Income before income taxes.................................         1,961          9,166             11,127   
Income taxes...............................................           712         (3,569)            (2,857)  
Minority interest..........................................            89             --                 89   
                                                            -------------  -------------  ------------------- 
Income before extraordinary item...........................         2,762          5,597              8,359   
                                                            -------------  -------------  ------------------- 
                                                            -------------  -------------  ------------------- 
Pro forma combined earnings per share before extraordinary                                                    
  item(6)                                                                                                     
    Pro forma combined basic earnings per ordinary share...                                            8.44(a)
    Pro forma combined diluted earnings per ordinary                                                          
      share................................................                                            8.41(a)

------------------------------                                                  

(a) The assumed weighted average number of ordinary shares outstanding for basic
and diluted earnings per share were 990.1 and 994.2, respectively.      

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE PRO FORMA COMBINED 
FINANCIAL STATEMENTS. 

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DAIMLERCHRYSLER AG

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF INCOME 
(pooling-of-interests method) 

For the Year Ended December 31, 1995

(in millions, except per share amounts) 

                                                        [Enlarge/Download Table]

                                                                                 Historical                            
                                                                        ----------------------------    Pro Forma      
                                                                        Daimler-Benz    Chrysler(1)     Combined       
                                                                        -------------  -------------  -------------    
                                                                                                                       
Revenues............................................................... DM    102,985  DM     75,566  DM    178,551    
Cost of sales..........................................................       (86,686)       (62,333)      (149,019)   
                                                                        -------------  -------------  -------------    
Gross Margin...........................................................        16,299         13,233         29,532    
Selling, administrative and other expenses.............................       (20,834)        (6,538)       (27,372)   
Research and development...............................................        (5,369)        (2,026)        (7,395)   
Other income...........................................................         1,742             --          1,742    
                                                                        -------------  -------------  -------------    
Income (loss) before financial income and income taxes.................        (8,162)         4,669         (3,493)   
Financial income, net..................................................           929            274          1,203    
                                                                        -------------  -------------  -------------    
Income (loss) before income taxes......................................        (7,233)         4,943         (2,290)   
Income taxes...........................................................         1,620         (1,903)          (283)   
Minority interest......................................................          (116)            --           (116)   
                                                                        -------------  -------------  -------------    
Income (loss) before change in accounting principles...................        (5,729)         3,040         (2,689)   
                                                                        -------------  -------------  -------------    
                                                                        -------------  -------------  -------------    
Pro forma combined earnings per share before change in accounting                                                      
  principles(6)                                                                                                        
    Pro forma combined basic earnings (loss) per ordinary share........                                       (2.64)(a)
    Pro forma combined diluted earnings (loss) per ordinary share......                                       (2.64)(a)

------------------------------                                                  

(a) The assumed weighted average number of ordinary shares outstanding for basic
and diluted earnings per share was 1,019.0 million.                     

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE PRO FORMA COMBINED 
FINANCIAL STATEMENTS. 

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NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION 
ACCOUNTED FOR UNDER THE POOLING-OF-INTERESTS
METHOD OF ACCOUNTING

(1) The Chrysler historical balance sheet information and related pro forma   
  adjustments to the unaudited pro forma combined balance sheet as of June
30, 1998, have been translated into marks at the June 30, 1998 rate of
     exchange of $1.00 = DM 1.8087. The Chrysler historical statements of income
     information for the six months ended June 30, 1998 and 1997 and years ended
    December 31, 1997, 1996 and 1995, and related pro forma adjustments to the
 unaudited pro forma combined statements of income, have been translated
 into marks at the weighted-average rates of exchange for the six months
  ended June 30, 1998 and 1997 and the years ended December 31, 1997, 1996
and 1995 of $1.00 = DM 1.8064, DM 1.6862, DM 1.7340, DM 1.5048 and DM 
   1.4331, respectively. Certain of the Chrysler balance sheet and statement
of income amounts have been reclassified to conform with the financial
statement presentation of Daimler-Benz.                               

(2) The adjustments reflect the estimated proceeds to be received by Chrysler 
from the sale of 30.0 million shares of Chrysler Common Stock in the  
  Chrysler Stock Issuance held in treasury using an assumed share price of
  $65.71 per share (DM 117.09 per share) representing an assumed price per
 share of Chrysler Common Stock, and deducting estimated expenses of the
offering of $49.3 million (DM 87.8 million).                          

(3) The adjustments reflect the cancellation of 146.8 million shares of       
   Chrysler Common Stock held in treasury, after giving effect to the shares
of Chrysler Common Stock issued in connection with the Chrysler Stock 
Issuance discussed in Note 2 above.                                   

(4) The adjustments reflect the issuance of DaimlerChrysler Ordinary Shares by
  DaimlerChrysler AG in exchange for the outstanding Daimler-Benz Ordinary
  Shares and Chrysler Common Stock and the conversion of Chrysler Series A
   Convertible Preferred Stock, Chrysler Stock Options, Chrysler Performance
Shares and other Chrysler equity awards as set forth below:           

                                                        [Enlarge/Download Table]

                                                                          Daimler-Benz                Chrysler  
                                                                         ---------------             -----------
                                                                                                                
                                                                                      (in millions)             
Daimler-Benz Ordinary Shares (nominal value DM5 per share) as of June                                           
  30, 1998.............................................................         569.3                           
Chrysler Common Stock outstanding at June 30, 1998.....................                                   646.7 
Assumed conversion of Chrysler Series A Convertible Preferred Stock....                                     0.5 
Shares of Chrysler Common Stock issued in connection with shares held                                           
  in treasury (see Note 2 above).......................................                                    30.0 
                                                                                                     -----------
                                                                                                          677.2 
                                                                                -----                -----------
Exchange Ratios........................................................         1.005                    0.6235 
                                                                                -----                -----------
                                                                                572.2                     422.2 
                                                                                -----                -----------
Conversion of Chrysler Stock Options, Chrysler Performance Shares and                                           
  other Chrysler equity awards into DaimlerChrysler Ordinary Shares                                             
  (net of related withholding taxes)...................................                                     8.8 
                                                                                -----                -----------
Assumed DaimlerChrysler Ordinary Shares to be issued...................         572.2                     431.0 
                                                                                -----                -----------
Assumed DaimlerChrysler Ordinary Shares outstanding after completion of                                         
  the Transactions.....................................................                     1,003.2             
                                                                                          ---------             
                                                                                          ---------             

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(4)(a) The adjustments reflect the issuance of DaimlerChrysler Ordinary Shares  
   with no nominal value in exchange for Daimler-Benz DM 5 nominal value
     Ordinary Shares and the issuance by Daimler-Benz of its treasury stock.

(4)(b) The adjustments reflect the cancellation and exchange of Chrysler Common 
  Stock, Chrysler Stock Options, Chrysler Performance Shares and other
       Chrysler equity awards for DaimlerChrysler Ordinary Shares and payment of
related withholding taxes.                                        

(4)(c) The adjustments reflect the tax benefit to be received by Chrysler       
resulting from the deemed exercise of Chrysler Stock Options.     

(5)(a) The adjustments reflect estimated costs of the Transactions, which       
   include, without limitation, fees and expenses of investment bankers,
       legal counsel, accountants and consultants incurred and to be incurred by
 Daimler-Benz, Chrysler and DaimlerChrysler AG in connection with or
     related to the authorization, preparation, negotiation and execution of
 the Combination Agreement and the preparation, printing, filing and
     mailing of proxy statements/prospectuses for Daimler-Benz and Chrysler,
   soliciting stockholder approvals and all other matters related to the
closing of the Transactions.                                      

(5)(b) The adjustments reflect estimated German transfer taxes to be incurred in
   connection with the Daimler-Benz Merger, net of related tax benefits.

(5)(c) The adjustments reflect additional compensation costs, net of tax,       
      resulting from the deemed conversion of Incentive/Performance Awards and
related costs as a result of the change of control.               

   The foregoing expenses and German transfer taxes to be incurred to effect
the Transactions have not been reflected in the Unaudited Pro Forma   
  Combined Statements of Income as they are considered to be nonrecurring.

(6)   Pro forma combined basic earnings (loss) per DaimlerChrysler Ordinary     
     Share for each period presented has been calculated by dividing pro forma
 combined net income by the weighted average number of DaimlerChrysler
   Ordinary Shares outstanding during each period presented, assuming that
      the Transactions occurred on January 1, 1995 and using the Exchange Ratios
    as discussed in Note 4 above. Pro forma combined diluted earnings (loss)
      per DaimlerChrysler Ordinary Share has been computed assuming the issuance
  by DaimlerChrysler AG of DaimlerChrysler Ordinary Shares for all stock
    options and other securities of Daimler-Benz which may be converted into
   Daimler-Benz Ordinary Shares. In addition, pro forma combined basic and
      diluted earnings (loss) per DaimlerChrysler Ordinary Share for each period
 presented has been adjusted to reflect the 20% discount to the market
   value at which the Daimler-Benz Ordinary Shares were sold in the Rights
Offering.                                                           

      Assuming that the sale of 52.4 million Daimler-Benz Ordinary Shares in the
      Rights Offering had occurred as of January 1, 1998, the pro forma combined
     basic and diluted earnings per DaimlerChrysler ordinary Share for the six
months ended June 30, 1998 would have been DM 5.71 and DM 5.60,     
respectively.                                                       

      Assuming that the sale of 52.4 million Daimler-Benz Ordinary Shares in the
      Rights Offering had occurred as of January 1, 1997, the pro forma combined
  basic and diluted earnings per DaimlerChrysler Ordinary Share for 1997
would have been DM 12.73 and DM 12.61, respectively, and, excluding 
nonrecurring tax benefits in 1997 of DM 4.9 billion relating to the 
   Special Distribution and the decrease in valuation allowance, pro forma
      combined basic and diluted earnings per DaimlerChrysler Ordinary Share for
1997 would have been DM 7.93 and DM 7.87, respectively.             

(7)  Represents translation of DaimlerChrysler AG combined financial          
    information as of and for the six months ended June 30, 1998 and for the
     year ended December 31, 1997 solely for the convenience of the reader, at
 the rate of DM 1.8033 = $1.00, the Noon Buying Rate on June 30, 1998.

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PURCHASE ACCOUNTING                                                     

  The following unaudited pro forma combined balance sheet at June 30, 1998,
and the unaudited pro forma combined statements of income for the six months    
ended June 30, 1998 and for the year ended December 31, 1997 have been prepared 
to give effect to the proposed exchange of Daimler-Benz Ordinary Shares and     
Chrysler Common Stock for DaimlerChrysler Ordinary Shares under the purchase    
method of accounting assuming the acquisition of Chrysler by Daimler-Benz. The  
unaudited pro forma combined balance sheet at June 30, 1998 was prepared as if  
the Transactions were consummated as of such date and the unaudited pro forma   
combined statements of income for the six months ended June 30, 1998 and year   
ended December 31, 1997 were prepared as if the Transactions were consummated as
of January 1, 1997. The unaudited pro forma combined financial information is   
based on the historical consolidated financial statements of Daimler-Benz and   
Chrysler giving effect to the Transactions under the assumptions and adjustments
described in the accompanying Notes to Unaudited Pro Forma Combined Financial   
Information Accounted for under the Purchase Method of Accounting. The unaudited
pro forma statement of income does not give effect to certain nonrecurring      
charges that may be incurred in connection with the Transactions.               

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DAIMLERCHRYSLER AG

UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET 
(purchase method) 

June 30, 1998 

(in millions) 

                                                        [Enlarge/Download Table]

                                                      Historical                                                          
                                              --------------------------    Pro Forma                          Pro Forma  
                                              Daimler-Benz   Chrysler(1)   Adjustments    Pro Forma Combined  Combined(10)
                                              ------------   -----------  --------------  ------------------  ------------
                                                                                                                          
Assets                                                                                                                    
Intangible assets............................  DM  1,895      DM  2,758    DM  (266)(5c)      DM  59,323        $ 32,897  
                                                                             54,936(5i)                                   
Property, plant and equipment, net...........     21,528         36,031                           57,559          31,919  
Investments and long-term financial assets...      3,996          1,803                            5,799           3,216  
Equipment on operating leases, net...........     16,461         10,932                           27,393          15,190  
                                              ------------   -----------  --------------  ------------------  ------------
Fixed assets.................................     43,880         51,524      54,670              150,074          83,222  
                                              ------------   -----------  --------------  ------------------  ------------
Inventories..................................     15,940          6,241         774(5a)           22,955          12,729  
Receivables                                                                                                               
Receivables from financial services..........     29,053         24,779                           53,832          29,853  
Trade and other receivables and other                                                                                     
  assets.....................................     21,099         11,471                           32,570          18,061  
Securities...................................     18,109          6,131                           24,240          13,442  
Cash and cash equivalents....................      4,199         12,659         160(3)            16,269           9,022  
                                                                               (350)(4)                                   
                                                                                856(5)                                    
                                                                               (200)(5e)                                  
                                                                               (120)(5f)                                  
                                                                               (865)(5g)                                  
                                                                                (70)(7)                                   
                                              ------------   -----------  --------------  ------------------  ------------
Current assets...............................     88,400         61,281         185              149,866          83,107  
                                              ------------   -----------  --------------  ------------------  ------------
Deferred taxes and prepaid expenses..........      9,714          9,827      (4,993)(5c)          17,242           9,561  
                                                                              2,694(5h)                                   
                                              ------------   -----------  --------------  ------------------  ------------
Total assets.................................    141,994        122,632      52,556              317,182         175,890  
                                              ------------   -----------  --------------  ------------------  ------------
                                              ------------   -----------  --------------  ------------------  ------------
Liabilities and stockholders' equity                                                                                      
Capital stock................................      2,847          1,490        (320)(2)               --              --  
                                                                             (2,847)(3)                                   
                                                                             (1,170)(4)                                   
Additional paid-in capital...................     12,597          9,440      (9,454)(2)           88,339          48,987  
                                                                              2,847(3)                                    
                                                                             72,895(4)                                    
                                                                                 14(4)                                    
Retained earnings............................     17,356         21,956     (21,956)(4)           17,286           9,586  
                                                                                (70)(7)                                   
Accumulated other comprehensive income.......      1,127             --                            1,127             625  
Treasury stock...............................       (160)        (9,774)        160(3)                --              --  
                                                                              9,774(2)                                    
                                              ------------   -----------  --------------  ------------------  ------------
Stockholders' equity.........................     33,767         23,112      49,873              106,752          59,198  
                                              ------------   -----------  --------------  ------------------  ------------
Minority interest............................      1,057             51                            1,108             614  
                                              ------------   -----------  --------------  ------------------  ------------
Accrued liabilities..........................     37,873         35,505       1,559(5d)           74,941          41,558  
                                                                                230(5f)                                   
                                                                               (226)(5g)                                  
                                              ------------   -----------  --------------  ------------------  ------------
Financial liabilities........................     41,563         37,780       1,120(5b)           80,463          44,620  
Trade and other liabilities..................     24,282         16,799                           41,081          22,781  
                                              ------------   -----------  --------------  ------------------  ------------
Liabilities..................................     65,845         54,579       1,120              121,544          67,401  
                                              ------------   -----------  --------------  ------------------  ------------
Deferred taxes and income....................      3,452          9,385                           12,837           7,119  
                                              ------------   -----------  --------------  ------------------  ------------
Total liabilities and stockholders' equity...    141,994        122,632      52,556              317,182         175,890  
                                              ------------   -----------  --------------  ------------------  ------------
                                              ------------   -----------  --------------  ------------------  ------------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE PRO FORMA COMBINED 
FINANCIAL STATEMENTS. 

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DAIMLERCHRYSLER AG

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF INCOME 
(purchase method) 

For the Six Months Ended June 30, 1998

(in millions, except per share amounts) 

                                                        [Enlarge/Download Table]

                                          Historical                                                           
                                 ----------------------------   Pro Forma                           Pro Forma  
                                 Daimler-Benz    Chrysler(1)   Adjustments   Pro Forma Combined   Combined(10) 
                                 -------------  -------------  ------------  -------------------  -------------
                                                                                                               
Revenues........................ DM     67,714  DM     60,594   DM             DM      128,308      $  71,152  
Cost of sales...................       (53,809)       (48,672)         334(6)          (102,147)      (56,644) 
                                 -------------  -------------  ------------  -------------------  -------------
Gross margin....................        13,905         11,922          334              26,161         14,508  
Selling, administrative and                                                                                    
  other expenses................        (8,534)        (4,520)        (615)(6)           (13,669)      (7,580) 
Research and development........        (3,123)        (1,693)           9(6)            (4,807)       (2,666) 
Other income....................         1,120             --                            1,120            621  
                                 -------------  -------------  ------------  -------------------  -------------
Income before financial income                                                                                 
  and income taxes..............         3,368          5,709         (272)              8,805          4,883  
Financial income, net...........           542            204                              746            414  
                                 -------------  -------------  ------------  -------------------  -------------
Income before income taxes......         3,910          5,913         (272)              9,551          5,297  
Income taxes....................        (1,838)        (2,202)        (156)(8)            (4,196)      (2,327) 
Minority interest...............           (62)            --           --                 (62)           (34) 
                                 -------------  -------------  ------------  -------------------  -------------
Net income......................         2,010          3,711         (428)              5,293          2,936  
                                 -------------  -------------  ------------  -------------------  -------------
                                 -------------  -------------  ------------  -------------------  -------------
Pro forma combined earnings per                                                                                
  share(9)                                                                                                     
    Pro forma combined basic                                                                                   
      earnings per ordinary                                                                                    
      share.....................                                                          5.64(a)        3.13  
    Pro forma combined diluted                                                                                 
      earnings per ordinary                                                                                    
      share.....................                                                          5.52(a)        3.06  

------------------------                                                        

(a) The assumed weighted average number of ordinary shares outstanding for basic
and diluted earnings per share were 938.8 million and 963.7 million,    
respectively.                                                           

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE PRO FORMA COMBINED 
FINANCIAL STATEMENTS. 

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DAIMLERCHRYSLER AG

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENT OF INCOME 

(purchase method) 
For the Year Ended December 31, 1997

(in millions, except per share amounts) 

                                                        [Enlarge/Download Table]

                                                                Historical                                                        
                                                        --------------------------    Pro Forma       Pro Forma      Pro Forma    
                                                        Daimler-Benz   Chrysler(1)   Adjustments      Combined      Combined(10)  
                                                        ------------   -----------   ------------   -------------   -----------   
                                                                                                                                  
Revenues...............................................  DM  124,050   DM  105,205    DM            DM    229,255     $127,131    
Cost of sales..........................................      (98,943)      (84,879)        662(6)        (183,160)    (101,569)   
                                                        ------------   -----------   ------------   -------------   -----------   
Gross margin...........................................       25,107        20,326         662             46,095       25,562    
Selling, administrative and other expenses.............      (17,433)       (9,703)     (1,229)(6)        (28,365)     (15,729)   
Research and development...............................       (5,663)       (2,972)         17(6)          (8,618)      (4,779)   
Other income...........................................        1,620            --                          1,620          898    
                                                        ------------   -----------   ------------   -------------   -----------   
Income before financial income and income taxes........        3,631         7,651        (550)            10,732        5,952    
Financial income, net..................................          618           251                            869          482    
                                                        ------------   -----------   ------------   -------------   -----------   
Income before income taxes.............................        4,249         7,902        (550)            11,601        6,434    
Tax benefit relating to a special distribution.........        2,908(a)                                     2,908(a)      1,613   
Income taxes...........................................        1,074(b)     (3,038)       (315)(8)         (2,279)(b)    (1,264)  
                                                        ------------   -----------   ------------   -------------   -----------   
Total income taxes.....................................        3,982        (3,038)       (315)               629          349    
Minority interest......................................         (189)           --                           (189)        (105)   
                                                        ------------   -----------   ------------   -------------   -----------   
Net income.............................................        8,042(c)       4,864       (865)            12,041(c)      6,678   
                                                        ------------   -----------   ------------   -------------   -----------   
                                                        ------------   -----------   ------------   -------------   -----------   
Pro forma combined earnings per share(9)                                                                                          
    Pro forma combined basic earnings per ordinary                                                                                
      share............................................                                                     12.64(c)(d)       7.01
    Pro forma combined diluted                                                                                                    
      earnings per ordinary share......................                                                     12.51(c)(d)       6.94

------------------------------                                                  

(a) Reflects a nonrecurring tax benefit relating to the Special Distribution.   

(b) Includes nonrecurring tax benefits of DM 1,962 relating to the decrease in  
valuation allowance as of December 31, 1997, applied to the domestic    
operations that file a combined tax return.                             

(c) Excluding the nonrecurring income tax benefits, 1997 net income and 1997 pro
    forma net income would have been DM 3,172 ($1,759) and DM 7,171 ($3,977) and
  pro forma combined basic and diluted earnings per share would have been DM
7.53 ($4.18) and DM 7.47 ($4.14), respectively.                         

(d) The assumed weighted average number of ordinary shares outstanding for basic
and diluted earnings per share were 952.8 million and 965.5 million,    
respectively.                                                           

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE PRO FORMA COMBINED 
FINANCIAL STATEMENTS. 

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NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION 
ACCOUNTED FOR UNDER THE PURCHASE METHOD OF ACCOUNTING 

(1) The Chrysler historical balance sheet information and related pro forma     
    adjustments to the unaudited pro forma combined balance sheet as of June 30,
   1998, have been translated into marks at the June 30, 1998 rate of exchange
of $1.00 = DM 1.8087. The Chrysler historical statement of income       
  information for the six months ended June 30, 1998 and year ended December
31, 1997 and related pro forma adjustments to the unaudited pro forma   
combined statements of income, have been translated into marks at the   
weighted-average rates of exchange of $1.00 = DM 1.8064 and DM 1.7340,  
   respectively. Certain of the Chrysler balance sheet and statement of income
amounts have been reclassified to conform with the financial statement  
presentation of Daimler-Benz.                                           

(2) The adjustments reflect the cancellation of 176.8 million shares of Chrysler
Common Stock held in treasury.                                          

(3) The adjustments reflect the issuance of DaimlerChrysler Ordinary Shares with
  no nominal value in exchange for Daimler-Benz Ordinary Shares on a one for
one basis and the issuance by Daimler-Benz of its treasury stock.       

(4) The adjustments reflect the issuance of DaimlerChrysler Ordinary Shares by  
    DaimlerChrysler AG in exchange for shares of Chrysler Common Stock, Chrysler
    Stock Options, Chrysler Performance Shares, and other Chrysler equity awards
as set forth below:                                                     

                                                        [Enlarge/Download Table]

                                                                 (in millions, except ratio and per share
                                                                                 amount)                 
                                                                                                         
Chrysler Common Stock outstanding...............................                     646.7               
Assumed conversion of Chrysler Series A Convertible Preferred                                            
  Stock.........................................................                       0.5               
                                                                                   -------               
                                                                                     647.2               

U.S. Exchange Ratio.............................................                    0.6235               
                                                                                   -------               
                                                                                     403.5               

Conversion of Chrysler Stock Options, Chrysler Performance                                               
  Shares and other Chrysler equity awards (net of related                                                
  withholding taxes) into DaimlerChrysler Ordinary Shares.......                       8.8               
                                                                                   -------               
Assumed DaimlerChrysler Ordinary Shares to be issued............                     412.3               
Assumed DaimlerChrysler Ordinary Share price per share (y)......                     176.8               
                                                                                   -------               
                                                                                    72,895               
Estimated Daimler-Benz acquisition costs, principally financial                                          
  advisory services, legal, accounting, stockholder                                                      
  communications................................................                       350               
                                                                                   -------               
Total assumed purchase consideration............................                    73,245               
                                                                                   -------               

(y) For purposes of determining the purchase price for Chrysler,        
     Daimler-Benz will use the average market price of Daimler-Benz Ordinary
 Shares for a period around the time that the factors in the formula
    included in the Combination Agreement were finally determinable, which
occurred on June 5, 1998.                                         

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(5) Reflects preliminary adjustments to revalue the assets and liabilities of   
   Chrysler to fair value and excess of purchase consideration over fair value
of net assets acquired, as follows:                                     

                                                        [Enlarge/Download Table]

                                                                                                        (in     
                                                                                                     millions)  
                                                                                                                
Total assumed purchase consideration..............................................................   DM  73,245 
Less: book value of net assets acquired...........................................................      (23,112)
Tax benefit to be received by Chrysler resulting from exercise of stock options...................         (856)
                                                                                                    ------------
Excess of purchase consideration over book value of net assets acquired...........................       49,277 

Preliminary allocation of excess purchase price:                                                                
5(a)       Inventories (elimination of LIFO reserve)..............................................         (774)
5(b)       Adjust financial liabilities to fair value.............................................        1,120 
5(c)       Adjust pension obligations to fair value...............................................        5,259 
5(d)       Adjust postretirement liability to fair value..........................................        1,559 
5(e)       Estimated transaction costs of Chrysler................................................          200 
5(f)       Compensation costs due to change of control............................................          350 
5(g)       Conversion of stock options and Incentive/Performance Awards and payment of withholding          639 
           taxes..................................................................................              
5(h)       Deferred income taxes (statutory tax rate of 37.6%)....................................       (2,694)
                                                                                                    ------------
5(i)       Unallocated excess purchase price......................................................       54,936 
                                                                                                    ------------

For purposes of the unaudited pro forma combined balance sheet, the     
unallocated excess purchase price, as determined above, has not been    
 allocated to the remaining assets and liabilities of Chrysler at June 30,
  1998 because any preliminary estimates of their fair values are subject to
   significant uncertainties. Such allocations will be made upon completion of
  independent valuations, appraisals, estimates of values and other studies,
    which will be undertaken in the event that the purchase method of accounting
is ultimately required to be used to account for the Transactions. For  
purposes of the pro forma statements of income, such excess is being    
    amortized over 40 years. Actual purchase accounting results will differ from
 the pro forma information presented once complete information on the fair
  value of Chrysler's assets and liabilities is determined. Daimler-Benz and
Chrysler believe that such differences will result principally in the   
allocation of an additional portion of the purchase price to certain    
tangible and intangible assets and liabilities. However, such additional
 purchase price allocations, if any, are not expected to materially affect
the unaudited pro forma combined balance sheet taken as a whole. The    
additional purchase price allocations may result in the weighted average
    depreciation or amortization of the unallocated excess purchase price over a
   period shorter than 40 years. If the unallocated excess purchase price were
   depreciated or amortized over a weighted average period of 30 years (rather
   than 40 years) the effect on the unaudited pro forma combined statements of
 income for the six months ended June 30, 1998 and the year ended December
31, 1997 would be an additional charge against income and to lower net  
   income by up to DM 229 million and DM 458 million, respectively, and if the
unallocated excess purchase price were depreciated and amortized over a 
    weighted average period of 25 years (rather than 40 years) the effect on the
unaudited pro forma combined statements of income would be an additional
    charge against income and to lower net income by up to DM 412 million and DM
824 million, respectively.                                              

(6) The adjustments reflect preliminary amortization of unallocated excess      
   purchase price of DM 687 million for the six months ended June 30, 1998 and
  DM 1,373 for the year ended December 31, 1997 arising from the acquisition
   of Chrysler over a period of 40 years. See Note 5 above with respect to the
preliminary nature of Daimler-Benz' purchase price allocation.          

   In addition, the adjustments include reductions for the six months ended June
30, 1998 and year ended December 31, 1997 in pension and postretirement 
    expenses of DM 415 million and DM 823 million, respectively, associated with
 amortization of net actuarial losses which would not have been recognized
assuming the acquisition and related purchase accounting had occurred on
January 1, 1997.                                                        

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(7) The adjustments reflect estimated German real estate transfer taxes to be   
incurred in connection with the Daimler-Benz Merger, net of income tax  
benefit.                                                                

(8) Income tax effects of pension and postretirement statement of income pro    
   forma adjustments at statutory rates of 37.6% and 38.25% for the six months
ended June 30, 1998 and year ended December 31, 1997, respectively. No  
   income tax benefit has been assumed with respect to the amortization of the
unallocated excess purchase price.                                      

(9) Pro forma combined basic earnings per DaimlerChrysler Ordinary Share has    
 been calculated by dividing pro forma combined net income by the weighted
   average DaimlerChrysler Ordinary Shares outstanding after completion of the
    Transactions, using the Exchange Ratio of 0.6235. Pro forma combined diluted
  earnings per DaimlerChrysler Ordinary Share has been computed assuming the
 issuance by DaimlerChrysler AG of DaimlerChrysler Ordinary Shares for all
 stock options and other securities of Daimler-Benz which may be converted
   into Daimler-Benz Ordinary Shares. In addition, pro forma basic and diluted
    earnings per DaimlerChrysler Ordinary Share has been adjusted to reflect the
  20% discount to the market value at which the Daimler-Benz Ordinary Shares
and Daimler-Benz ADSs were sold in the Rights Offering.                 

  Assuming that the sale of 52.4 million Daimler-Benz Ordinary Shares in the
  Rights Offering had occurred as of January 1, 1998, the pro forma combined
 basic and diluted earnings per DaimlerChrysler Ordinary Share for the six
months ended June 30, 1998 would have been DM 5.40 and DM 5.29,         
respectively.                                                           

  Assuming that the sale of 52.4 million Daimler-Benz Ordinary Shares in the
    Rights Offering had occurred as of January 1, 1997, pro forma combined basic
   and diluted earnings per DaimlerChrysler Ordinary Share for 1997 would have
 been DM 12.10 and DM 11.98, respectively, and, excluding nonrecurring tax
   benefits in 1997 of DM 4.9 billion relating to the Special Distribution and
 the decrease in valuation allowance, pro forma combined basic and diluted
    earnings per DaimlerChrysler Ordinary Share for 1997 would have been DM 7.20
and DM 7.15, respectively.                                              

(10) Represents the translation of DaimlerChrysler AG combined financial        
information as of and for the six months ended June 30, 1998 and for the
  year ended December 31, 1997, solely for the convenience of the reader, at
the rate of DM 1.8033 = $1.00, the Noon Buying Rate on June 30, 1998.   

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INFORMATION ABOUT CHRYSLER

  Chrysler was incorporated under the laws of the State of Delaware on March
4, 1986, and is the surviving corporation following mergers with a number of its
operating subsidiaries, including a predecessor corporation which was originally
incorporated in 1925.                                                           

    Chrysler and its consolidated subsidiaries operate in two principal industry
segments: Automotive Operations and Financial Services. Automotive Operations   
include the research, design, manufacture, assembly and sale of cars, trucks and
related parts and accessories. Substantially all of Chrysler's automotive       
products are marketed through retail dealerships, most of which are privately   
owned and financed. Financial Services include the operations of Chrysler       
Financial Corporation and its consolidated subsidiaries, which are engaged      
principally in providing consumer and dealer automotive financing for Chrysler's
products.                                                                       

  Chrysler manufactures, assembles and sells cars and trucks under the brand
names Chrysler, Dodge, Plymouth and Jeep-Registered Trademark-, and related     
automotive parts and accessories, primarily in the United States, Canada and    
Mexico. Passenger cars are offered in various size classes and models. Chrysler 
produces trucks in pickup, sport-utility and van/wagon models, which constitute 
the largest segments of the truck market. Chrysler also purchases and           
distributes certain passenger cars manufactured in the United States by         
Mitsubishi Motor Manufacturing of America, a subsidiary of Mitsubishi Motors    
Corporation.                                                                    

Although Chrysler currently sells most of its vehicles in North America,
Chrysler also participates in other international markets through its wholly    
owned subsidiaries in Argentina, Brazil, Venezuela, Taiwan, Korea, Japan,       
Thailand, Egypt, Austria, Italy, France, Belgium, the Netherlands and Germany, a
joint venture in Austria, and through minority-owned affiliates located in China
and Egypt. Chrysler sells vehicles and parts, and provides related services, to 
independent distributors and dealers in various other markets throughout the    
world.                                                                          

INFORMATION ABOUT DAIMLER-BENZ

  Daimler-Benz is the largest industrial group in Germany with 1997 revenues
of DM 124 billion. Daimler-Benz and its consolidated subsidiaries operate in    
four business segments: Automotive (Passenger Cars and Commercial Vehicles),    
Aerospace, Services and Directly Managed Businesses.                            

      AUTOMOTIVE. Daimler-Benz is world renowned for its high quality luxury
  Mercedes-Benz passenger cars which reflect a long tradition of exceptional
engineering, performance, service and safety. Daimler-Benz is also the  
world's leading manufacturer of trucks over six metric tons ("t") gross 
vehicle weight ("GVW") and of buses over 8t GVW. It manufactures and    
   assembles passenger cars and commercial vehicles in 46 manufacturing plants
   and assembly facilities on six continents reaching across all product lines
    and has a worldwide distribution and service network. The Automotive segment
contributed approximately 71% of Daimler-Benz' revenues in 1997.        

AEROSPACE. Daimler-Benz Aerospace is one of the leading European
aerospace companies and the German partner (with a 37.9% share) in the  
European Airbus consortium, Airbus Industrie G.I.E. Principal Aerospace 
   activities include civil aircraft and helicopters, military aircraft, space
systems infrastructure, satellites, defense and civil systems and       
aeroengines. Aerospace contributed approximately 12% of Daimler-Benz'   
revenues in 1997.                                                       

    SERVICES. debis engages in financial services supporting the sale of
Mercedes-Benz cars and trucks and other Daimler-Benz products, insurance
brokerage, information technology services, telecommunications and media
services, trading and real estate management services. debis contributed
approximately 11% of Daimler-Benz' revenues in 1997.                    

   DIRECTLY MANAGED BUSINESSES. This segment consists of rail systems,
automotive electronics and diesel engines. The semiconductor activities 
which were part of this segment in 1997 were sold in March 1998. This   
segment contributed approximately 6% of Daimler-Benz' revenues in 1997. 

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Daimler-Benz is primarily active in Europe, North and South America and 
Japan, and is continuing to expand in markets such as Eastern Europe and East   
and Southeast Asia, which are also assuming strategic importance as production  
locations. In 1997, approximately 33% of Daimler-Benz' revenues was derived from
sales in Germany, 25% from sales in other member states of the European Union   
and 21% from sales in the United States and Canada.                             

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OWNERSHIP OF CHRYSLER COMMON STOCK

Beneficial Ownership by Management of Chrysler                                  

The following table sets forth information with respect to the shares of
Chrysler Common Stock owned of record and beneficially as of July 20, 1998      
(unless otherwise noted), by (i) each named current director of Chrysler, (ii)  
each named executive officer of Chrysler, and (iii) all directors and officers  
of Chrysler as a group.                                                         

                                                        [Enlarge/Download Table]

                                                                                   Number of                     
                                                                                   Shares of                     
                                                                                   Chrysler            Stock     
Name                                                                            Common Stock(1)     Options(2)   
-----------------------------------------------------------------------------  -----------------  ---------------
                                                                                                                 
Lilyan H. Affinito...........................................................          36,390            19,200  
James D. Aljian..............................................................          15,392             3,300  
Robert E. Allen..............................................................          16,830             9,300  
Joseph A. Califano, Jr.......................................................          23,249            12,300  
Robert J. Eaton..............................................................       2,648,902         2,406,289  
Earl G. Graves...............................................................          25,099            21,300  
Kent Kresa...................................................................          35,881            21,300  
Robert J. Lanigan............................................................          29,398            15,000  
Peter A. Magowan.............................................................          36,814             4,200  
John B. Neff.................................................................          87,290             4,200  
Dennis K. Pawley.............................................................         197,490           146,000  
Thomas T. Stallkamp..........................................................         276,968           230,474  
G. Richard Thoman............................................................           1,425                 0  
Gary C. Valade...............................................................         368,000           267,000  
Lynton R. Wilson.............................................................          15,935             9,300  
All Directors and Officers, including those named above,                                                         
  as a group (40 individuals)................................................       8,211,204(3)      6,804,399  

------------------------                                                        

(1)   Unless otherwise indicated below, each person has sole investment power   
 and sole voting power with respect to the shares of Chrysler Common Stock
beneficially owned by such person.                                      

(2)   This column lists the number of shares of Chrysler Common Stock that can  
  be acquired within sixty days through the exercise of stock options. These
shares are included in the adjacent column.                             

(3)   Approximately 1.2% of the shares of Chrysler Common Stock outstanding. No 
director or officer beneficially owns more than 0.41% of the shares of  
Chrysler Common Stock outstanding. The number shown includes shares held
   under Chrysler's dividend reinvestment and savings plans, and 33,828 shares
  held by immediate family members who hold sole voting and investment power
 with respect to such shares (whether or not beneficial ownership has been
disclaimed).                                                            

------------------------------

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Beneficial Ownership of Certain Stockholders                                    

The following table sets forth information as to stockholders known to  
Chrysler to be the beneficial owners of more than 5% of Chrysler Common Stock.  
The information with respect to Chrysler Common Stock is based on information   
known to Chrysler from public filings as of July 31, 1998. Percentages shown are
based on shares outstanding on the Chrysler Record Date regarding the beneficial
ownership of voting securities of Chrysler.                                     

                                                        [Enlarge/Download Table]

                                                                                  Shares of          Percent of    
                                                                               Chrysler Common     Chrysler Stock  
                                                                                 Stock Owned          Prior to     
Name and Address of Beneficial Owners                                            Beneficially      Chrysler Merger 
----------------------------------------------------------------------------  ------------------  -----------------
                                                                                                                   
Kirk Kerkorian(1)...........................................................        71,753,992            11.11%   
Tracinda Corporation                                                                                               
4835 Koval Lane                                                                                                    
Las Vegas, NV 89109                                                                                                

Capital Research and Management Company(2)..................................        37,778,800             5.83%   
333 South Hope Street                                                                                              
Los Angeles, CA 90071                                                                                              

------------------------                                                        

(1)   As of July 30, 1998, based on a Schedule 13D filed by Mr. Kerkorian and   
 Tracinda Corporation, a Nevada corporation wholly owned by Mr. Kerkorian.
  Such Schedule 13D and a Schedule 13D filed on July 16, 1998 indicated that
sales of Chrysler Common Stock reported therein were effected to avoid  
potential adverse tax effects in connection with the Transactions under 
   Section 367 of the Code (pertaining to a shareholder owning more than 5% of
  the post-merger capital stock of a foreign acquiror). On February 8, 1996,
 Chrysler entered into a five-year standstill agreement with Mr. Kerkorian
 and Tracinda Corporation under which they have agreed (i) not to increase
   their beneficial ownership of voting securities beyond 13.75%, (ii) to sell
voting securities pro rata, as required, in order not to exceed such    
    percentage as a result of Chrysler repurchases, (iii) to vote on all matters
submitted to shareholders in the same proportion as shares are voted by 
   other shareholders not affiliated with them, (iv) to not solicit proxies or
enter into any activity aimed at a change of control of Chrysler or its 
    Board, and (v) that during the term of the agreement, so long as Tracinda or
Mr. Kerkorian beneficially own more than 5% of the outstanding voting   
   securities, Chrysler's Board of Directors will nominate Mr. James D. Aljian
(or a successor) for election at each meeting of stockholders at which  
directors are to be elected.                                            

(2)   As of December 31, 1997, based on a Schedule 13G filing dated July 9,     
1998. Capital Research and Management Company, an investment adviser    
registered under Section 203 of the Investment Advisers Act of 1940, is 
  deemed to be the beneficial owner of these shares as a result of acting as
investment advisor to various investment companies.                     

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DESCRIPTION OF DAIMLERCHRYSLER ORDINARY SHARES

    The share capital of DaimlerChrysler AG consists of DaimlerChrysler Ordinary
Shares issued in registered form. Record holders of DaimlerChrysler Ordinary    
Shares will be registered in the share register (AKTIENBUCH) administered on    
behalf of DaimlerChrysler AG by Deutsche Bank AG, DaimlerChrysler AG's transfer 
agent and registrar in Germany (the "German Transfer Agent"), and The Bank of   
New York, DaimlerChrysler AG's transfer agent and registrar in New York, New    
York (the "U.S. Transfer Agent" and, together with the German Transfer Agent,   
the "Transfer Agents"), pursuant to a Transfer Agency Agreement (the "Transfer  
Agent Agreement"). The Transfer Agents will together maintain the register of   
stockholders of DaimlerChrysler AG. At July 31, 1998, there were 20,000 issued  
and outstanding DaimlerChrysler Ordinary Shares of no par value.                

  Generally, the share capital of DaimlerChrysler AG may be increased (other
than by contingent capital or authorized capital) in consideration of           
contributions in cash or in property by a resolution passed at a general meeting
of the stockholders of DaimlerChrysler AG by a majority of the votes cast or at 
least a majority of the issued shares represented at the meeting of the         
stockholders at which the resolutions are passed. In advance of each such       
meeting, the U.S. Transfer Agent will forward material prepared by              
DaimlerChrysler AG relating to such meeting to holders of DaimlerChrysler       
Ordinary Shares with addresses in the United States ("U.S. Registered Persons").
Section 21(2) of the Articles of Association (SATZUNG) of DaimlerChrysler AG    
(the "DaimlerChrysler AG Articles of Association") permits the DaimlerChrysler  
Management Board, with the approval of the DaimlerChrysler Supervisory Board, to
issue new shares at any time during the year bearing the right to the entire per
DaimlerChrysler Ordinary Share annual dividend for the year in which they are   
issued. An English translation of the DaimlerChrysler AG Articles of Association
is attached to this Proxy Statement/Prospectus as Annex D and is filed as an    
exhibit to the Registration Statement and is incorporated herein by reference.  

Voting Rights                                                                   

   Each DaimlerChrysler Ordinary Share entitles the holder thereof to one vote
at general meetings of the stockholders of DaimlerChrysler AG. Resolutions are  
passed at a general meeting of the stockholders of DaimlerChrysler AG by a      
majority of the votes cast, unless a higher vote is required by law. The German 
Stock Corporation Law (AKTIENGESETZ) and the DaimlerChrysler AG Articles of     
Association require that, among other things, the following significant         
resolutions be passed by a majority of the votes cast and at least 75% of the   
issued shares represented in connection with the vote taken on such resolution  
-- certain capital increases (contingent capital and authorized capital),       
capital decreases, the exclusion of the preemptive rights (BEZUGSRECHT) of the  
stockholders to subscribe for newly issued shares, a dissolution of             
DaimlerChrysler AG, a merger of DaimlerChrysler AG into or a consolidation of   
DaimlerChrysler AG with another stock corporation or another transformation, a  
transfer of all or virtually all of DaimlerChrysler AG's assets and a change of 
DaimlerChrysler AG's corporate form.                                            

    A general meeting of the stockholders of DaimlerChrysler AG may be called by
the DaimlerChrysler Management Board, the DaimlerChrysler Supervisory Board or  
by stockholders holding in the aggregate at least 5% of the issued shares. The  
right to attend and vote at a stockholders' meeting is accorded only to those   
stockholders who are holders of record of DaimlerChrysler Ordinary Shares on the
date of the meeting and who have notified DaimlerChrysler AG that they wish to  
attend the meeting no later than on the third day immediately preceding the     
meeting date. Notice of stockholder meetings must be published in the Federal   
Gazette (BUNDESANZEIGER) at least one month prior to the last day on which      
stockholders may notify DaimlerChrysler AG that they wish to attend the meeting,
which is required to be not later than the third day prior to the date of the   
stockholders meeting.                                                           

Although notice of each stockholder meeting (whether the annual general 
meeting or a special meeting) is required to be given as described above,       
neither the German Stock Corporation Law (AKTIENGESETZ) nor the DaimlerChrysler 
AG Articles of Association have any minimum quorum requirement applicable to    
such meetings.                                                                  

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    Amendments to the DaimlerChrysler AG Articles of Association may be proposed
either by the DaimlerChrysler Supervisory Board and the DaimlerChrysler         
Management Board or by a stockholder or group of stockholders holding a minimum 
of either 5% of the issued shares or at least 200,000 shares (assuming stated   
value of DM 5 per share). A resolution amending the DaimlerChrysler AG Articles 
of Association must be passed by a majority of the votes cast and at least a    
majority of the nominal capital represented at the meeting of stockholders at   
which the resolution is considered unless the German Stock Corporation Law      
(AKTIENGESETZ) requires that the resolution be passed by at least three-quarters
of the nominal capital represented at the meeting.                              

Dividends and Other Distributions                                               

   Dividends are declared at the annual general meeting of stockholders, which
must be held within eight months from the end of a fiscal year, and are paid    
once a year. For each fiscal year, the DaimlerChrysler Supervisory Board and the
DaimlerChrysler Management Board ratify the financial statements and recommend  
the disposition of all unappropriated profits, including the amount of net      
profits of DaimlerChrysler AG which will be distributed by way of dividend among
the holders of DaimlerChrysler Ordinary Shares to the extent that stockholders, 
by action at the annual general meeting, do not specify any other use.          

Pursuant to the DaimlerChrysler AG Articles of Association the          
DaimlerChrysler Management Board also has the authority, with the approval of   
the DaimlerChrysler Supervisory Board, to make a preliminary dividend payment to
the stockholders of DaimlerChrysler AG on the basis of the anticipated          
unappropriated profit of DaimlerChrysler AG if the preliminary financial        
statements of DaimlerChrysler AG show a profit for the fiscal year for which    
payment of a dividend is being proposed. The preliminary payment may not exceed 
50% of the anticipated unappropriated profit, after deducting any amounts which 
pursuant to the DaimlerChrysler AG Articles of Association must be added to     
disclosed reserves, and may not exceed 50% of the unappropriated profits of the 
fiscal year preceding the one for which such preliminary dividend is paid.      

U.S. Registered Persons will be entitled to elect whether to receive    
payments of dividends in marks (or, as the case may be, Euros) or dollars. For  
those U.S. Registered Persons who elect to receive payments of dividends in     
dollars, the U.S. Transfer Agent will be required, on behalf of such U.S.       
Registered Persons, to convert all cash dividends and other cash distributions  
which it receives with respect to the DaimlerChrysler Ordinary Shares held by   
such U.S. Registered Persons into dollars, prior to payment to such U.S.        
Registered Persons. The amount distributed will be reduced by any amounts       
required to be withheld by DaimlerChrysler AG or the U.S. Transfer Agent on     
account of taxes or other governmental charges. If the U.S. Transfer Agent      
determines, following consultation with DaimlerChrysler AG, that in its judgment
any foreign currency received by it cannot be so converted and transferred, the 
U.S. Transfer Agent may distribute the foreign currency (or an appropriate      
document evidencing the right to receive such currency) received by it or in its
discretion hold such foreign currency for the account of the U.S. Registered    
Person entitled to receive the same.                                            

If a distribution by DaimlerChrysler AG consists of a dividend in, or   
distribution without consideration of, DaimlerChrysler Ordinary Shares, the     
Transfer Agents shall distribute to the holders of outstanding DaimlerChrysler  
Ordinary Shares, in proportion to their holdings, the DaimlerChrysler Ordinary  
Shares received by the Transfer Agents from DaimlerChrysler AG for distribution 
to holders of DaimlerChrysler Ordinary Shares. In lieu of delivering fractional 
DaimlerChrysler Ordinary Shares, the Transfer Agents shall sell the number of   
DaimlerChrysler Ordinary Shares represented by the aggregate of such fractions  
and distribute the net proceeds.                                                

Whenever the Transfer Agents receive any distribution other than cash,  
DaimlerChrysler Ordinary Shares or rights, the Transfer Agents will cause such  
securities or property to be distributed to holders of DaimlerChrysler Ordinary 
Shares in proportion to their holdings. If the Transfer Agents determine that   
any such distribution cannot be made proportionately among the holders of       
DaimlerChrysler Ordinary Shares entitled thereto or if for any other reason     
(including any withholding on account of taxes or other governmental charges or 
securities law requirements) the Transfer Agents determine that such            
distribution is not feasible or may not                                         

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be legally made, the Transfer Agents may, following consultation with           
DaimlerChrysler AG, adopt such method as they deem equitable and practicable for
the purpose of effecting such distribution, including the public or private sale
of all or a portion of such securities or property and the distribution by the  
Transfer Agents of the net proceeds from any such sale as in the case of a      
distribution of cash.                                                           

In the event that the Transfer Agents determine that any distribution in
cash or property (including DaimlerChrysler Ordinary Shares or rights to        
subscribe therefor) is subject to any tax or governmental charges which the     
Transfer Agents are obligated to withhold, the Transfer Agents may use such cash
or dispose, including by public or private sale, of all or a portion of such    
property in such amounts and in such manner as the Transfer Agents deem         
necessary and practicable to pay such taxes or governmental charges, and the    
Transfer Agents shall distribute the net proceeds of any such sale or the       
balance of any such cash or property after deduction of such taxes or           
governmental charges to the DaimlerChrysler Ordinary Share holders entitled     
thereto in proportion to their holdings.                                        

Record Dates                                                                    

In accordance with the German Stock Corporation Law (AKTIENGESETZ), the 
record date to determine the holders of DaimlerChrysler Ordinary Shares entitled
to the payment of dividends or other distributions (whether in cash, stock or   
property) will be the date of the general meeting of stockholders at which such 
dividends or other distributions are declared. The record date to determine the 
holders of DaimlerChrysler Ordinary Shares entitled to vote at a general meeting
will be the date of such general meeting. However, holders of DaimlerChrysler   
Ordinary Shares who are registered in the share register (AKTIENBUCH) on the    
date of the meeting will be entitled to attend and vote at the meeting only if  
such holders have given DaimlerChrysler AG notice of their desire to attend such
meeting no later than the third day immediately preceding the date of such      
meeting.                                                                        

Liquidation Rights                                                              

  In accordance with the German Stock Corporation Law (AKTIENGESETZ), upon a
liquidation of DaimlerChrysler AG, any liquidation proceeds remaining after     
paying off all of DaimlerChrysler AG's liabilities would be distributed among   
the holders of DaimlerChrysler Ordinary Shares in proportion to their holdings. 

Preemptive Rights                                                               

Under the German Stock Corporation Law (AKTIENGESETZ), an existing      
stockholder in a stock corporation has a preferential right to subscribe        
(BEZUGSRECHT) for any issue by such corporation of shares, debt instruments     
convertible into shares and participating debt instruments in proportion to the 
shares held by such stockholder in the existing capital of such corporation. The
German Stock Corporation Law (AKTIENGESETZ) provides that this preferential     
right can be excluded only by a stockholder resolution passed at the same time  
as the resolution authorizing the capital increase. A majority of at least three
quarters of the issued shares represented at the meeting is required for such   
exclusion. The exclusion of preemptive rights is permitted if it is objectively 
justified, in particular if a capital increase against contributions in cash    
does not exceed 10% of the Company's capital stock and the issue price is not   
materially below the market price.                                              

Notices and Reports                                                             

Upon the giving of notice by DaimlerChrysler AG, by publication or      
otherwise, of any meeting of holders of DaimlerChrysler Ordinary Shares or any  
adjourned meeting of such holders, or of the taking of any action in respect of 
any cash or other distributions or the offering of any rights, DaimlerChrysler  
AG will transmit to the U.S. Transfer Agent a copy of the notice thereof in the 
form given or to be given to holders of DaimlerChrysler Ordinary Shares. The    
U.S. Transfer Agent will, depending on the nature of the communication, arrange 
for the prompt mailing of copies of such notices and other reports and          
communications which are received by the U.S. Transfer Agent to all U.S.        
Registered Persons to the extent not previously mailed.                         

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The Transfer Agents will make available for inspection by the holders of
DaimlerChrysler Ordinary Shares at their principal offices any notices, reports 
and communications, including any proxy soliciting materials, received from     
DaimlerChrysler AG which are both (a) received by the Transfer Agents or their  
nominees and (b) made generally available to the holders of DaimlerChrysler     
Ordinary Shares by DaimlerChrysler AG. The U.S. Transfer Agent will also send to
U.S. Registered Persons copies of such notices, reports and communications when 
furnished by DaimlerChrysler AG.                                                

Inspection of Share Register                                                    

    The share register (AKTIENBUCH) of DaimlerChrysler AG will be maintained, on
behalf and under the responsibility of the DaimlerChrysler Management Board, by 
the German Transfer Agent and the U.S. Transfer Agent, for registration of any  
holder of DaimlerChrysler Ordinary Shares, upon his request, as a shareholder of
DaimlerChrysler AG. The share register will be open for inspection by the       
stockholders of DaimlerChrysler AG during normal business hours at the principal
offices of DaimlerChrysler AG in Stuttgart, Germany, and in Auburn Hills,       
Michigan.                                                                       

Charges of Transfer Agents                                                      

    The Transfer Agents will be paid customary fees for their services under the
Transfer Agent Agreement. Holders of DaimlerChrysler Ordinary Shares will not be
required to pay any fees or charges incident to the transfer and registration of
their shares on the share register of DaimlerChrysler AG, nor will such holders 
be required to pay any fees or charges incident to the conversion of dividends  
from marks to dollars.                                                          

General                                                                         

Neither the Transfer Agents nor DaimlerChrysler AG will be liable to the
holders of DaimlerChrysler Ordinary Shares if prevented or delayed by law or by 
reason of any provision of the DaimlerChrysler AG Articles of Association or by 
any circumstances beyond their control from performing their obligations.       

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COMPARISON OF CERTAIN RIGHTS OF 
STOCKHOLDERS OF CHRYSLER AND DAIMLERCHRYSLER AG 

General                                                                         

  The rights of stockholders of Chrysler and DaimlerChrysler AG are governed
by and subject to the provisions of Delaware law, including the DGCL, and German
law including the GSCL, respectively. If the Chrysler Merger is consummated, the
stockholders of Chrysler will become stockholders of DaimlerChrysler AG, and    
their rights will be governed by German law and the provisions of the           
DaimlerChrysler AG Articles of Association (SATZUNG), an English translation of 
which is attached to this Proxy Statement/Prospectus as Annex D, rather than the
DGCL and the provisions of the Chrysler Certificate and the Chrysler By-Laws.   
The following is a brief summary of certain material differences between the    
rights of Chrysler stockholders and the rights of DaimlerChrysler AG            
stockholders, and is qualified in its entirety by reference to the relevant     
provisions of the DGCL, the Chrysler Certificate, the Chrysler By-Laws, German  
law and the DaimlerChrysler AG Articles of Association (SATZUNG). Copies of the 
Chrysler Certificate and Chrysler By-Laws have been filed as exhibits to the    
Registration Statement. For further information as to where these and other     
exhibits to the Registration Statement may be obtained, see "Available          
Information" and "Incorporation of Certain Documents by Reference."             

Duties of Directors                                                             

CHRYSLER                                                                

Delaware law provides that the board of directors has the ultimate      
responsibility for managing the business and affairs of a corporation. In       
discharging this function, directors of Delaware corporations owe fiduciary     
duties of care and loyalty to the corporations for which they serve as          
directors. Directors of Delaware corporations also owe fiduciary duties of care 
and loyalty to stockholders.                                                    

  Delaware courts have held that the directors of a Delaware corporation are
required to exercise an informed business judgment in the performance of their  
duties. An informed business judgment means that the directors have informed    
themselves of all material information reasonably available to them.            

    Delaware courts have imposed a heightened standard of conduct upon directors
of a Delaware corporation who take any action designed to defeat a threatened   
change in control of the corporation. The heightened standard has two elements. 
First, it must be demonstrated that there is a threat to corporate policy or    
effectiveness, and, second, that measure must be found to be reasonable in      
relation to the perceived threat posed. In addition, under Delaware law, when   
the board of directors of a Delaware corporation approves the sale or break-up  
of the corporation, the board of directors may, in certain circumstances, have a
duty to obtain the highest value reasonably available to the stockholders.      

   A director of a Delaware corporation, in the performance of such director's
duties, is fully protected in relying, in good faith, upon the records of the   
corporation and upon such information, opinions, reports or statements presented
to the corporation by any of the corporation's officers or employees, or        
committees of the board of directors, or by any other person as to matters the  
director reasonably believes are within such other person's professional or     
expert competence and who has been selected with reasonable care by or on behalf
of the corporation.                                                             

 The DGCL does not contain any statutory provision permitting the board of
directors, committees of the board and individual directors, when discharging   
the duties of their respective positions, to consider the interests of any      
constituencies other than the corporation or its stockholders. It is unclear    
under the current state of development of the Delaware law the extent to which  
the board of directors, committees of the board and individual directors of a   
Delaware corporation may, in considering what is in the corporation's best      
interests or the effects of any action on the corporation, take into account the
interests of any constituency other than the stockholders of the corporation. In
addition, the duty of the board of directors, committees of the board and       
individual directors of a Delaware corporation may be enforced directly by the  
corporation or may be                                                           

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enforced by a stockholder, as such, by an action in the right of the            
corporation, or may, in certain circumstances, be enforced directly by a        
stockholder or by any other person or group.                                    

Under Delaware law, it is presumed that the directors of a Delaware     
corporation acted on an informed basis, in good faith and in the honest belief  
that the action taken was in the best interest of the corporation. This         
presumption may be overcome, however, if it is shown by a preponderance of the  
evidence that the directors' decision involved a breach of fiduciary duty such  
as fraud, overreaching, lack of good faith, failure of the board to inform      
itself properly or actions by the board to entrench itself in office.           

DAIMLERCHRYSLER AG                                                      

As required by the German Stock Corporation Law (AKTIENGESETZ),         
DaimlerChrysler AG has a two-tier board system consisting of the DaimlerChrysler
Management Board (VORSTAND) and the DaimlerChrysler Supervisory Board           
(AUFSICHTSRAT). The DaimlerChrysler Management Board is responsible for managing
DaimlerChrysler AG and representing DaimlerChrysler AG in its dealings with     
third parties, while the DaimlerChrysler Supervisory Board appoints and removes 
the members of the DaimlerChrysler Management Board and oversees the management 
of DaimlerChrysler AG. The German Stock Corporation Law (AKTIENGESETZ) prohibits
the DaimlerChrysler Supervisory Board from making management decisions. The     
DaimlerChrysler Supervisory Board may determine that certain actions and        
business measures require its prior approval.                                   

The DaimlerChrysler Management Board must submit regular reports on the 
operations of DaimlerChrysler AG to the DaimlerChrysler Supervisory Board, and  
the DaimlerChrysler Supervisory Board is also entitled to request special       
reports at any time. The German Stock Corporation Law (AKTIENGESETZ) prohibits  
simultaneous membership on the board of management and the supervisory board of 
a company. The members of the DaimlerChrysler Management Board and the members  
of the DaimlerChrysler Supervisory Board owe a duty of loyalty and care to      
DaimlerChrysler AG.                                                             

In carrying out their duties, members of the DaimlerChrysler Management 
Board and the DaimlerChrysler Supervisory Board must exercise the standard of   
care of a prudent and diligent businessman and have the burden of proving that  
they did so if it is ever contested. The interests of DaimlerChrysler AG are    
deemed to include the interests of the stockholders, the interests of the work  
force and, to some extent, the common interest, and both the DaimlerChrysler    
Management Board and the DaimlerChrysler Supervisory Board must take all these  
interests into account when taking actions or decisions. The DaimlerChrysler    
Management Board is required to respect the rights of all stockholders to equal 
treatment and equal information. The DaimlerChrysler Management Board also has a
duty to maintain the confidentiality of corporate information. Members of the   
DaimlerChrysler Management Board who violate their duties may be held jointly   
and severally liable by the corporation for any resulting damages, unless their 
actions were validly approved by resolution at a stockholders' meeting. The     
members of the DaimlerChrysler Supervisory Board have similar liabilities in    
respect of the corporation if they violate their duties. Claims of the          
corporation against the members of the DaimlerChrysler Management Board and of  
the DaimlerChrysler Supervisory Board will be asserted if the stockholders'     
meeting so resolves by simple majority or upon request of stockholders holding  
in the aggregate at least 10% of the issued shares. The stockholders' meeting or
a court of competent jurisdiction, upon request by stockholders holding in the  
aggregate at least 10% (under special circumstances 5%) of the issued shares or 
at least 400,000 shares (under special circumstances 200,000 shares, in each    
case, assuming stated value of DM 5 per share) shall appoint a special          
representative to assert such a claim. For limitations on the liability of      
directors, see "--Limitation on Directors' Liability--DaimlerChrysler AG" and   
"--Stockholder Suits--DaimlerChrysler AG."                                      

   No statutory law or case law exists with respect to the standard of conduct
applicable to the members of the management board and of the supervisory board  
of a German AKTIENGESELLSCHAFT in the context of a threatened change in control.
The voluntary German Takeover Code provides that the management board of the    
target company may not take any measures that run counter to the interest of the
stockholders in taking                                                          

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advantage of the tender offer. This recommendation is based on the principle    
that the target company's management board has a duty VIS-A-VIS the stockholders
to remain neutral.                                                              

Size and Classification of the Board of Directors                               

CHRYSLER                                                                

    The Chrysler By-Laws provide that the Chrysler Board shall consist of one or
more members. Such number may be increased by the board of directors. The       
Chrysler Certificate provides that the By-Laws may be adopted by a vote of      
stockholders to allow for the Chrysler Board to be divided into three classes   
and for directors to be elected to serve staggered three-year terms. No such    
By-Law has been adopted by the Chrysler stockholders.                           

DAIMLERCHRYSLER AG                                                      

    Following the Chrysler Effective Time, the DaimlerChrysler Supervisory Board
will consist of 20 members, 10 of whom will be elected by the holders of        
DaimlerChrysler Ordinary Shares, and, in accordance with the Co-determination   
Law of 1976, 10 of whom will be elected by the employees of DaimlerChrysler AG. 
The Chairman of the Supervisory Board is selected from the members elected by   
the stockholders and will have a casting (tie-breaking) vote. The Combination   
Agreement provides that for a period of not less than two years following the   
Chrysler Effective Time, Mr. Hilmar Kopper, the current Chairman of the         
Daimler-Benz Supervisory Board (AUFSICHTSRAT) will continue to be the Chairman  
of the DaimlerChrysler Supervisory Board.                                       

    The Combination Agreement provides that the DaimlerChrysler Management Board
will consist of 18 members, 50% of which will be designated by Chrysler and 50% 
of which will be designated by Daimler-Benz. In addition, there will be two     
additional members with responsibility for the non-automotive businesses of     
Daimler-Benz. The Combination Agreement also requires that, for a three-year    
period following the Chrysler Effective Time, Jurgen E. Schrempp and Robert J.  
Eaton will be the Co-CEOs and Co-Chairmen (VORSTANDSVORSITZENDE) of the         
DaimlerChrysler Management Board.                                               

The maximum term of office for members of the DaimlerChrysler Management
Board is limited to five years according to the German Stock Corporation Law    
(AKTIENGESETZ). According to the DaimlerChrysler AG Articles of Association, the
term of office for members of the DaimlerChrysler Supervisory Board is limited  
to four fiscal years, PROVIDED, HOWEVER, that the general meeting of            
stockholders may determine that a shorter term of office applies to those       
members of the DaimlerChrysler Supervisory Board elected by the holders of      
DaimlerChrysler Ordinary Shares. The German Stock Corporation Law (AKTIENGESETZ)
disregards the fiscal year in which the term of office begins and extends the   
term until the stockholders' meeting in the year following the fourth fiscal    
year. Accordingly, members of the DaimlerChrysler Supervisory Board will have a 
term of nearly five years. Members of both the DaimlerChrysler Management Board 
and the DaimlerChrysler Supervisory Board may be re-elected for additional      
terms, and there is no limit on the number of such additional terms.            

Removal of Directors; Filling Vacancies on the Board of Directors               

CHRYSLER                                                                

 The stockholders of Chrysler may remove any director and fill the vacancy
created by such removal at any special meeting called for that purpose. In the  
case of vacancies not created by such removals, or where a vacancy created by a 
stockholder removal is not filled by the stockholders at the special meeting    
called for such removal, the Chrysler By-Laws provide that the vacancy may be   
filled by the vote of a majority of the directors remaining in office, although 
less than a quorum. Any vacancy in the Chrysler Board resulting from an increase
in the number of directors may be filled by a vote of directors constituting a  
majority of the directors in office at the time such increase becomes effective.

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DAIMLERCHRYSLER AG                                                      

   The members of the DaimlerChrysler Management Board may be removed prior to
the expiration of their terms by the DaimlerChrysler Supervisory Board only for 
reasons amounting to good cause, such as gross breach of duty, inability to duly
fulfill their responsibilities or revocation of confidence by the stockholders' 
meeting. In the case of vacancies, the DaimlerChrysler Supervisory Board may    
fill the vacancy by appointing a new member of the DaimlerChrysler Management   
Board. Members of the DaimlerChrysler Supervisory Board elected by the          
stockholders at the general meeting may be removed upon the affirmative vote of 
a majority of at least 75% of all votes cast at a stockholders' meeting. Any    
member of the DaimlerChrysler Supervisory Board can be removed for good cause,  
including gross breach of duty, by a court decision upon request of the         
DaimlerChrysler Supervisory Board. In such case, the DaimlerChrysler Supervisory
Board's determination to take such action requires a simple majority vote with  
the member affected having no voting power. In the case of vacancies, the       
competent court upon a motion by the management board, by a member of the       
supervisory board, by a stockholder or by certain employee representatives, may 
fill the vacancy for the interim period until the next election by the          
stockholders or the employees, as the case may be.                              

Stockholder Nominations                                                         

CHRYSLER                                                                

The Chrysler By-Laws establish procedures that must be followed for     
stockholders to nominate individuals for election to the Chrysler Board.        
Nominations by stockholders of individuals for election to the Chrysler Board   
must be made by delivering written notice of such nomination to the Secretary of
Chrysler not less than 60 days nor more than 90 days prior to the annual meeting
at which directors will be elected, unless less than 70 days notice or prior    
public disclosure of the date of the annual meeting is given or made to         
stockholders, in which case notice by a stockholder to be timely must be so     
received not later than the close of business on the 10th day following the date
on which notice of the date of the meeting was mailed or such public disclosure 
was made. The nomination notice must set forth certain information about the    
stockholder making the nomination, including name and address and class and     
number of shares of capital stock of Chrysler beneficially owned by such        
stockholder. The nomination notice must set forth certain information about the 
persons to be nominated, including information concerning the nominees'         
principal occupations or employment and the class and number of shares of       
Chrysler that are beneficially owned by each such person. If the presiding      
officer at the stockholders' meeting determines that a nomination was not made  
in accordance with these procedures, the presiding officer may so declare at the
meeting and the nomination will not be acted upon.                              

DAIMLERCHRYSLER AG                                                      

If a stockholder wants to nominate individuals for election to the      
DaimlerChrysler Supervisory Board other than those recommended by the existing  
DaimlerChrysler Supervisory Board, such stockholder can communicate this motion 
to DaimlerChrysler AG within one week after the publication of the call of the  
stockholders' meeting in the German Federal Gazette (BUNDESANZEIGER). The       
nomination must contain the name, the profession, the domicile and memberships  
in other supervisory boards or other comparable domestic or foreign supervising 
constituencies of the individual to be nominated. If such communication is given
to DaimlerChrysler AG, the DaimlerChrysler Management Board must, within 12 days
after the publication of the calling of the stockholders' meeting in the Federal
Gazette (BUNDESANZEIGER), notify the banks and the stockholders' associations   
which at the last stockholders' meeting exercised voting rights for stockholders
or who have requested such notification, of the applications and proposals for  
elections by stockholders, including the names of such stockholders and a       
possible response by the DaimlerChrysler Management Board. The same notification
has to be submitted by the DaimlerChrysler Management Board to stockholders who 
have deposited their shares with DaimlerChrysler AG or who have, after the      
publication of the call of the stockholders' meeting in the Federal Gazette     
(BUNDESANZEIGER), requested such notification or who are registered in the share
register of DaimlerChrysler AG and whose votes have not been exercised by a bank
at                                                                              

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the last stockholders' meeting. In addition, any stockholder entitled to attend 
and vote at the stockholders' meeting can nominate individuals for the          
DaimlerChrysler Supervisory Board at the stockholders' meeting.                 

Action by Written Consent                                                       

CHRYSLER                                                                

The DGCL provides that unless otherwise specified in the certificate of 
incorporation stockholders may take action by written consent in lieu of a      
meeting; PROVIDED that consents in writing are signed by the holders of         
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize such action at a meeting and the other requirements of   
Section 228 of the DGCL are complied with. The Chrysler Certificate does not    
restrict stockholder action by written consent.                                 

DAIMLERCHRYSLER AG                                                      

    The German Stock Corporation Law (AKTIENGESETZ) does not permit stockholders
to act by written consent outside of the general stockholders' meeting.         

Stockholder Meetings                                                            

CHRYSLER                                                                

  Under the DGCL, if the annual meeting for the election of directors is not
held on a designated date, the directors are required to cause such meeting to  
be held as soon thereafter as may be convenient. If they fail to do so for a    
period of 30 days after the designated date, or if no date has been designated  
for a period of 13 months after the organization of the corporation or after its
last annual meeting, the Court of Chancery may summarily order a meeting to be  
held upon application of any stockholder or director.                           

A special meeting of stockholders of Chrysler may be called only by the 
Chrysler Board, the Chairman of the Board or a Vice Chairman of the Board.      

    A quorum for a meeting of the stockholders of Chrysler generally consists of
the holders of shares constituting a majority of the voting power of the        
outstanding shares of Chrysler entitled to vote. A majority of the votes cast is
generally required for an action by the stockholders of Chrysler.               

DAIMLERCHRYSLER AG                                                      

The DaimlerChrysler AG Articles of Association provide that the annual  
general meeting to ratify the actions of the DaimlerChrysler Management Board   
and the DaimlerChrysler Supervisory Board, and to approve the disposition of    
unappropriated profit, the appointment of the auditor and, if applicable, the   
audited financial statements, must take place within the first 8 months of each 
fiscal year.                                                                    

    A special meeting of stockholders of DaimlerChrysler AG may be called by the
DaimlerChrysler Management Board or the DaimlerChrysler Supervisory Board. A    
special meeting of stockholders must be called by the DaimlerChrysler Management
Board upon request of stockholders holding in the aggregate shares representing 
at least 5% of the issued shares. The written request stating the purpose and   
reasons for the special meeting must be forwarded to the DaimlerChrysler        
Management Board.                                                               

    There are no quorum requirements for stockholder meetings of DaimlerChrysler
AG. Additionally, resolutions are passed at a general meeting of the            
stockholders of DaimlerChrysler AG by a majority of the votes cast, unless a    
higher vote or a majority of the shares represented at the meeting is required  
by law or the DaimlerChrysler AG Articles of Association.                       

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Stockholder Proposals                                                           

CHRYSLER                                                                

The Chrysler By-Laws establish procedures that must be followed for a   
stockholder to submit a proposal at an annual meeting of stockholders (other    
than a proposal submitted under the Commission's stockholder proposal rules). No
proposal for a vote may be submitted to the stockholders by a stockholder unless
such submitting stockholder has timely filed with the Secretary of Chrysler a   
written statement setting forth specified information, including a brief        
description of the proposal and the reasons for bringing such business before   
the annual meeting, the name and address of the person making the proposal, the 
class and number of shares of capital stock of Chrysler beneficially owned by   
such person, and any material interest of the stockholder in such business. If  
the presiding officer at any stockholders' meeting determines that any such     
proposal was not made in accordance with these procedures or is otherwise not in
accordance with the law, he or she will so declare at the meeting and such      
defective proposal will not be acted upon.                                      

DAIMLERCHRYSLER AG                                                      

  According to the German Stock Corporation Law (AKTIENGESETZ), stockholders
holding in the aggregate shares representing at least 5% of the issued shares or
holding in the aggregate 200,000 shares (assuming stated value of DM 5 per      
share) are entitled to require that a matter is put on the agenda for resolution
and that the board of management submit a proposal at the respective            
stockholders' meeting and to publish this proposal in the German Federal Gazette
(BUNDESANZEIGER). The request must be made in writing stating the purpose and   
the reasons therefor. Proposals duly published may be submitted to the general  
stockholders' meeting for decision. In addition, if the agenda for the meeting  
is duly published, then stockholders may nominate individuals for election at   
the general stockholder meeting, even if they have not availed themselves of the
procedures to make such nominations in advance of the general stockholders'     
meeting and to have the board of management notify stockholders of such         
nominations in advance of the general stockholders' meeting. Each stockholder   
may also submit at the stockholders' meeting counterproposals to the proposals  
submitted by the management board and the supervisory board. See "--Stockholder 
Nominations--DaimlerChrysler AG."                                               

Required Vote for Authorization of Certain Actions                              

CHRYSLER                                                                

  Under the DGCL, fundamental corporate transactions (such as mergers, sales
of all or substantially all of the corporation's assets and dissolutions)       
require the approval of the holders of a majority of the shares entitled to     
vote. The DGCL permits a corporation to increase the minimum percentage vote    
required. The Chrysler Certificate does not contain any supermajority vote      
requirements to approve any fundamental transaction.                            

DAIMLERCHRYSLER AG                                                      

  According to German law, the following resolutions may be passed only by a
majority of at least 75% of the issued shares represented at the passing of the 
resolution and a simple majority of the votes cast at the stockholders meeting: 
certain capital increases (contingent capital; authorized capital), capital     
decreases, a dissolution of DaimlerChrysler AG, a merger of DaimlerChrysler AG  
or any other form of transformation (UMWANDLUNG) of DaimlerChrysler AG,         
including, without limitation, spin-offs (SPALTUNGEN), a transfer of all or     
virtually all of DaimlerChrysler AG's assets, a change of DaimlerChrysler AG's  
corporate form, and the exclusion of preemptive rights (BEZUGSRECHT).           

Amendment of Corporate Charter and By-Laws                                      

CHRYSLER                                                                

  Under the DGCL, amendment of the certificate of incorporation requires the
approval of the holders of a majority of each class of shares entitled to vote. 
Except as prohibited by the DGCL, the Chrysler Certificate                      

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provides that the Chrysler Board may adopt, amend or repeal the Chrysler By-Laws
without the assent or vote of the stockholders. Under the DGCL, a corporation's 
by-laws may also be amended by the stockholders.                                

DAIMLERCHRYSLER AG                                                      

 Amendments of the DaimlerChrysler Articles of Association may be proposed
either jointly by the DaimlerChrysler Supervisory Board and the DaimlerChrysler 
Management Board or by a stockholder or group                                   
of stockholders holding a minimum of 5% of the issued shares or 200,000 shares  
(assuming stated value of DM 5 per share). A resolution amending the            
DaimlerChrysler Articles of Association must be passed by a majority of the     
votes cast and a majority of the shares issued represented at the meeting of    
stockholders at which the resolution is considered unless the German Stock      
Corporation Law (AKTIENGESETZ) requires that the resolution be passed by at     
least three-quarters of the shares issued represented at the meeting.           

Appraisal Rights                                                                

CHRYSLER                                                                

    The rights of stockholders to demand payment in cash by a corporation of the
fair value of their shares under certain circumstances are called appraisal     
rights under the DGCL. The DGCL does not afford appraisal rights to holders of  
shares which are either listed on a national securities exchange, quoted on The 
Nasdaq National Market or held of record by more than 2,000 stockholders when   
the plan of merger or consolidation converts such shares solely into stock of   
the surviving corporation or stock of another corporation (or cash in lieu of   
fractional shares) which is either listed on a national securities exchange,    
quoted on The Nasdaq National Market or held of record by more than 2,000       
stockholders. In addition, Delaware law denies appraisal rights to the          
stockholders of the surviving corporation in a merger if such merger did not    
require for its approval the vote of the stockholders of such surviving         
corporation.                                                                    

In determining fair value, any valuation methods may be used which are  
generally acceptable in the financial community.                                

DAIMLERCHRYSLER AG                                                      

A valuation proceeding (SPRUCHVERFAHREN) is available to DaimlerChrysler
AG's stockholders under the German Stock Corporation Law (AKTIENGESETZ) and the 
German Transformation Act (UMWANDLUNGSGESETZ) to determine the adequacy of the  
consideration to be paid in certain corporate transactions. These transactions  
include (a) a merger; (b) a control and profit transfer agreement between a     
controlling stockholder and its dependent company; and (c) the forced withdrawal
of minority stockholders from a corporation upon the corporation's integration  
with its parent corporation holding shares representing at least 95% of the     
nominal capital of the corporation to be integrated; PROVIDED, in each case the 
stockholder complies with the procedural requirements specified in the          
respective statutory provisions. See "The Transactions--German Valuation        
Proceeding (SPRUCHVERFAHREN)."                                                  

Preemptive Rights                                                               

CHRYSLER                                                                

Under the DGCL, stockholders have no preemptive rights to subscribe to  
additional issues of stock or to any security convertible into such stock       
unless, and except to the extent that, such rights are expressly provided for in
the certificate of incorporation. The Chrysler Certificate does not provide for 
preemptive rights.                                                              

DAIMLERCHRYSLER AG                                                      

Under the German Stock Corporation Law (AKTIENGESETZ), in general, an   
existing stockholder in a stock corporation has a preemptive right (BEZUGSRECHT)
to subscribe for any issue by such corporation of shares, debt instruments      
convertible into shares and participating debt instruments in proportion to the 
shares held by such                                                             

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stockholder in the existing capital of such corporation. The German Stock       
Corporation Law (AKTIENGESETZ) provides that this preemptive right can be       
excluded only by a stockholder resolution. A majority of at least three-quarters
of the issued shares represented at the meeting is required for the exclusion.  
See "Description of DaimlerChrysler Ordinary Shares--Preemptive Rights."        

Stock Repurchases                                                               

CHRYSLER                                                                

  Under DGCL, a corporation may purchase or redeem its own shares unless the
capital of the corporation is impaired or when such purchase or redemption would
cause an impairment of the capital of the corporation. A Delaware corporation   
may, however, purchase or redeem out of capital any of its preferred shares if  
such shares will be retired upon acquisition, thereby reducing the capital of   
the corporation.                                                                

DAIMLERCHRYSLER AG                                                      

  Under the German Stock Corporation Law (AKTIENGESETZ), a stock corporation
(AKTIENGESELLSCHAFT) like DaimlerChrysler AG may acquire its own shares, (i)    
only upon authorization by a stockholders' meeting, PROVIDED, that it acquires  
no more than 10% of its issued shares, or (ii) for certain defined purposes     
(E.G.,for transfer to employees).                                               

Anti-Takeover Statutes                                                          

CHRYSLER                                                                

Section 203 of the DGCL contains certain "anti-takeover" provisions that
apply to a Delaware corporation, unless the corporation elects not to be        
governed by such provision in its certificate of incorporation or by-laws.      
Neither the Chrysler Charter nor the Chrysler By-Laws contain such an election. 
Thus, Chrysler is governed by Section 203 of the DGCL, which precludes a        
corporation from engaging in any "business combination" (I.E., mergers,         
consolidations, sales of substantially all assets, etc.) with any person (other 
than the corporation and any direct or indirect majority-owned subsidiary of the
corporation) that owns 15% or more of the outstanding voting stock of the       
corporation (except for any such person whose ownership of shares in excess of  
the 15% limitation is the result of action taken solely by the corporation) for 
a period of three years following the time that such stockholder obtained       
ownership of more than 15% of the outstanding voting stock of the corporation.  
The three-year waiting period does not apply, however, if (i) prior to the time 
such person obtained ownership of more than 15% of the outstanding voting stock 
of the corporation, the board of directors of the corporation approved either   
the business combination or the transaction which resulted in such stockholder  
owning in excess of 15% of such stock, (ii) upon consummation of the transaction
which resulted in the stockholder owning in excess of 15% of the outstanding    
voting stock of the corporation, such stockholder owned at least 85% of the     
voting stock of the corporation outstanding at the time that the transaction    
commenced, or (iii) at or subsequent to such time as the stockholder obtained   
more than 15% of the outstanding voting stock of the corporation, the business  
combination is approved by the board of directors and authorized at an annual or
special meeting of stockholders, and not by written consent, by the affirmative 
vote of at least 66 2/3% of the outstanding voting stock that is not owned by   
the acquiring stockholder.                                                      

DAIMLERCHRYSLER AG                                                      

German law does not specifically regulate business combinations with    
interested stockholders. However, certain general principles of German law may  
restrict business combinations under certain circumstances.                     

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Limitation on Directors' Liability                                              

CHRYSLER                                                                

The DGCL permits a corporation to limit a director's personal liability,
with certain specified exemptions. Such a limitation must be set forth in the   
corporation's certificate of incorporation.                                     

The Chrysler Certificate currently eliminates a director's personal     
liability for monetary damages to the fullest extent permitted by Delaware law. 
As a result, a Chrysler director presently has no monetary liability except for 
liability for (i) breach of the duty of loyalty, (ii) acts or omissions not in  
good faith or which involve intentional misconduct or a knowing violation of the
law, (iii) declaration of an improper dividend or an improper redemption of     
stock or (iv) any transaction from which the director derived an improper       
personal benefit.                                                               

DAIMLERCHRYSLER AG                                                      

Under compulsory provisions of the German Stock Corporation Law         
(AKTIENGESETZ), a stock corporation is not allowed to limit or eliminate the    
personal liability of the members of either the board of management or the      
supervisory board for damages due to breach of duty in their official capacity. 
For a discussion of the standard of conduct of the DaimlerChrysler Management   
Board and the DaimlerChrysler Supervisory Board, see "-- Duties of              
Directors--DaimlerChrysler AG." DaimlerChrysler AG may, however, waive its      
claims for damages due to a breach of duty or reach a settlement with regard to 
such claims if more than three years have passed after such claims have arisen, 
but only with the approval of the general stockholders' meeting, PROVIDED that  
such waiver may not be granted and such settlement may not be reached if        
stockholders holding in the aggregate at least 10% of the issued shares file an 
objection to the protocol.                                                      

Indemnification of Officers and Directors                                       

CHRYSLER                                                                

    The Chrysler Certificate and the Chrysler By-Laws require indemnification of
its directors and officers to the fullest extent permitted under Delaware law.  

  The DGCL permits a corporation to indemnify any person involved in a third
party action by reason of his agreeing to serve, serving or formerly serving as 
an officer or director of the corporation, against expenses, judgments, fines   
and settlement amounts paid in such third party action (and against expenses    
incurred in any derivative action), if such person acted in good faith and      
reasonably believed that his actions were in, or not opposed to, the best       
interests of the corporation and, with respect to any criminal proceeding, had  
no reasonable cause to believe that his conduct was unlawful. Furthermore, the  
DGCL provides that a corporation may advance expenses incurred by officers and  
directors in defending any action upon receipt of an undertaking by the person  
to repay the amount advanced if it is ultimately determined that such person is 
not entitled to indemnification.                                                

In general, no indemnification for expenses in derivative actions is    
permitted under the DGCL where the person has been adjudged liable to the       
corporation, unless a court finds him entitled to such indemnification. If,     
however, the person has been successful in defending a third party or derivative
action, indemnification for expenses incurred is mandatory under the DGCL.      

Under the DGCL, the statutory provisions for indemnification are        
nonexclusive with respect to any other rights, such as contractual rights, to   
which a person seeking indemnification may be entitled. Delaware law does not   
expressly permit such contractual or other rights to provide for indemnification
against judgments and settlements paid in a derivative action. Delaware case law
has not made clear whether and to what extent Delaware courts will enforce such 
a broad right of indemnification, which is included in the Chrysler Certificate.

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DAIMLERCHRYSLER AG                                                      

Under German law, DaimlerChrysler AG may indemnify its officers (LTD.   
ANGESTELLTE), and, under certain circumstances, German labor law requires a     
stock corporation to do so. However, DaimlerChrysler AG may not, as a general   
matter, indemnify members of the DaimlerChrysler Management Board or the        
DaimlerChrysler Supervisory Board. A German stock corporation                   
(AKTIENGESELLSCHAFT) may, however, purchase directors and officers insurance.   
Such insurance may be subject to any mandatory restrictions imposed by German   
law. In addition, German law may permit a corporation to indemnify a member of  
the board of management or the supervisory board for attorneys' fees incurred if
such member is the successful party in a suit in a country, such as the U.S.,   
where winning parties are required to bear their own costs, if German law would 
have required the losing party to pay such member's attorneys' fees had the suit
been brought in Germany.                                                        

Members of the DaimlerChrysler Supervisory Board and the DaimlerChrysler
Management Board and officers of DaimlerChrysler AG will be covered by customary
liability insurance, including insurance against liabilities under the          
Securities Act.                                                                 

Cumulative Voting                                                               

CHRYSLER                                                                

    Under the DGCL, each stockholder is entitled to one vote per share of stock,
unless the certificate of incorporation provides otherwise. In addition, under  
the DGCL, cumulative voting in the election of directors is only permitted if   
expressly authorized in a corporation's charter. The Chrysler Certificate does  
not expressly authorize cumulative voting.                                      

DAIMLERCHRYSLER AG                                                      

 The German Stock Corporation Law (AKTIENGESETZ) does not allow cumulative
voting.                                                                         

Conflict-of-Interest Transactions                                               

CHRYSLER                                                                

    The DGCL generally permits transactions involving a Delaware corporation and
an interested director of that corporation if (a) the material facts as to his  
relationship or interest are disclosed and a majority of disinterested directors
consents, (b) the material facts are disclosed as to his relationship or        
interest and holders of a majority of shares entitled to vote thereon consent,  
or (c) the transaction is fair to the corporation at the time it is authorized  
by the board of directors, a committee of the board of directors or the         
stockholders.                                                                   

DAIMLERCHRYSLER AG                                                      

   In any transaction or contract between DaimlerChrysler AG and any member of
the DaimlerChrysler Management Board, DaimlerChrysler AG is represented by the  
DaimlerChrysler Supervisory Board. See "-- Duties of Directors--DaimlerChrysler 
AG."                                                                            

Dividends                                                                       

CHRYSLER                                                                

   The DGCL permits dividends to be paid out of (i) surplus (the excess of net
assets of the corporation over capital), or (ii) if the corporation does not    
have adequate surplus, net profits for the current or immediately preceding     
fiscal year, unless the net assets are less than the capital of any outstanding 
preferred stock. In determining the amount of surplus of a Delaware corporation,
the assets of the corporation, including stock of subsidiaries owned by the     
corporation, must be valued at their fair market value as determined by the     
board of directors, without regard to their historical book value.              

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DAIMLERCHRYSLER AG                                                      

   According to the German Stock Corporation Law (AKTIENGESETZ), dividends may
be paid out of the corporation's distributable profits as determined by         
resolution of the stockholders general meeting for the preceding fiscal year.   

Loans to Directors                                                              

CHRYSLER                                                                

  Under the DGCL, loans can generally be made to officers and directors upon
approval by the board of directors.                                             

DAIMLERCHRYSLER AG                                                      

   The German Stock Corporation Law (AKTIENGESETZ) requires that any loan made
by DaimlerChrysler AG exceeding a month's salary to any director or general     
manager or to their spouses or minor children must be authorized by a resolution
of the DaimlerChrysler Supervisory Board. Loans made by DaimlerChrysler AG to a 
member of the DaimlerChrysler Supervisory Board require an affirmative vote of  
the DaimlerChrysler Supervisory Board. For purposes of this resolution, the     
member of the DaimlerChrysler Supervisory Board who would be the borrower is not
entitled to vote.                                                               

Stockholder Suits                                                               

CHRYSLER                                                                

    Under the DGCL, a stockholder may bring a derivative action on behalf of the
corporation to enforce the rights of the corporation. An individual also may    
commence a class action suit on behalf of himself and other similarly situated  
stockholders where the requirements for maintaining a class action under        
Delaware law have been met. A person may institute and maintain such a suit only
if such person was a stockholder at the time of the transaction which is the    
subject of the suit or his or her stock thereafter dissolved upon him or her by 
operation of law. Additionally, under Delaware case law, the plaintiff generally
must be a stockholder not only at the time of the transaction which is the      
subject of the suit, but also through the duration of the derivative suit.      
Delaware law also requires that the derivative plaintiff make a demand on the   
directors of the corporation to assert the corporate claim before the suit may  
be prosecuted by the derivative plaintiff, unless such demand would be futile.  

DAIMLERCHRYSLER AG                                                      

  The German Stock Corporation Law (AKTIENGESETZ) does not provide for class
actions, and does not generally permit stockholder derivative suits, even in the
case of breach of duty by the members of the board of management or the         
supervisory board. The stockholders' meeting, acting by a simple majority of the
votes cast, or a minority of the stockholders holding in the aggregate at least 
10% of the issued shares, are entitled to request DaimlerChrysler AG to claim   
damages, but are not entitled to assert any rights on behalf of DaimlerChrysler 
AG. Upon request, the corporation will prosecute such claim. If such request is 
not complied with, the court will appoint a special representative upon a motion
of stockholders with either shares representing at least 10% (under special     
circumstances 5%) of the issued shares or 400,000 shares (under special         
circumstances 200,000 shares, in each case, assuming stated value of DM 5 per   
share). The general stockholders' meeting may appoint any disinterested party as
a special representative for these proceedings. To avoid abuse, stockholders    
exercising the minority right described above must establish that they have held
their shares for at least three months prior to the general stockholders'       
meeting in which they make the request. The stockholder group must reimburse    
DaimlerChrysler AG for all costs of litigation if such proceedings are          
unsuccessful or only partially successful, but only in the latter case to the   
extent that such costs exceed any amounts awarded to DaimlerChrysler AG in such 
a proceeding. Each stockholder who was                                          

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present at the stockholders' meeting and has objected to the resolution in the  
minutes may within one month after adoption of the respective resolution of     
stockholders' meeting take action against the company to contest the resolution 
(ANFECHTUNGSKLAGE).                                                             

Rights of Inspection                                                            

CHRYSLER                                                                

 Under the DGCL, every stockholder, upon proper written demand stating the
purpose thereof, may inspect the corporate books and records during normal      
business hours as long as such inspection is for a proper purpose. Under the    
statute, a proper purpose is any purpose reasonably related to the interests of 
the inspecting person as a stockholder.                                         

DAIMLERCHRYSLER AG                                                      

    The German Stock Corporation Law (AKTIENGESETZ) does not permit stockholders
to inspect corporate books and records. Section 67(5) of the German Stock       
Corporation Law (AKTIENGESETZ), however, does permit stockholders to inspect the
share register upon request, and Section 131 provides each stockholder with a   
right to information at the stockholders' meeting, to the extent that such      
information is necessary to permit a proper evaluation of the relevant item on  
the agenda.                                                                     

The right to information is a right only to oral information at a       
stockholders meeting. Information may be given in writing to stockholders, but  
they are neither entitled to receive written information nor to inspect any     
documents of the corporation. As a practical matter, stockholders may receive   
certain written information about DaimlerChrysler AG through its public filings 
with the commercial register (HANDELSREGISTER) and the Federal Gazette          
(BUNDESANZEIGER) and other places for publication of the company.               

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ENFORCEABILITY OF JUDGMENTS 

 DaimlerChrysler AG is organized under the laws of the Federal Republic of
Germany. Service of process upon directors, officers and the experts named      
herein under "Experts" who reside outside the United States may be difficult to 
obtain within the United States. Furthermore, since all directly owned assets of
DaimlerChrysler AG are outside the United States, any judgment obtained in the  
United States against DaimlerChrysler AG may not be collectible within the      
United States.                                                                  

  DaimlerChrysler AG will conduct its operations through direct and indirect
subsidiaries worldwide, many of which are outside Germany. The Daimler-Benz     
legal department has advised that there is currently no treaty between the      
United States of America and the Federal Republic of Germany providing for the  
reciprocal acknowledgment and enforceability of judgments in civil and          
commercial matters. Therefore, the general rules of the German Code of Civil    
Procedures ("ZPO") govern such issues. ZPO Section 722 requires that an         
enforcement action in Germany be based upon a non-appealable foreign judgment   
only (cf ZPO Section 723 sub-section 2, sentence 1). As a general rule a German 
court will not review the merits of the foreign judgment in any enforcement     
proceedings (ZPO Section 723 sub-section 1). It shall, however, dismiss the     
enforcement action pursuant to ZPO Section 723 sub-section 2, sentence 2, if the
exceptions regarding the acknowledgment of foreign judgments set forth in ZPO   
Section 328 sub-section 1 apply, which exceptions can be generally summarized as
follows:                                                                        

     (i) the foreign court had no personal jurisdiction according to German law;

(ii) no due service of process was effected on the defendant;           

 (iii) the foreign judgment is irreconcilable with a prior German or other
        foreign judgment to be acknowledged in Germany or proceedings on the
 same subject matter had been filed in Germany before suit was
instituted in the foreign jurisdiction;                     

(iv) acknowledgment of the foreign judgment would produce a result in   
contravention of German public policy; and                    

(v) the foreign jurisdiction whose judgment is sought to be acknowledged
        does not reciprocate with respect to acknowledgment of judgments entered
in Germany.                                                     

As far as reciprocity is concerned, the application of such exception   
depends on the law practiced in the relevant state of the United States where   
the judgment was rendered and the result may vary from time to time as the law  
and practice changes. According to information available as of the date of this 
Proxy Statement/ Prospectus, German judgments would be acknowledged and enforced
in the courts of almost all states in the United States and, accordingly, with  
respect to such states, reciprocity by German courts is warranted and the       
relevant exception does not apply. United States judgments awarding punitive    
damages may contravene German public policy and may therefore not be            
acknowledged in their full amount or in part pursuant to exception (iv) above.  
The Daimler-Benz legal department is, however, not aware of any reasons under   
present German law for avoiding enforcement of a judgment of a United States    
court on the DaimlerChrysler Ordinary Shares on the ground that the same would  
be contrary to German public policy. Moreover, such counsel has expressed no    
opinion as to whether the enforcement by a German court of any judgment would be
effected in any currency other than DM, and if in DM, the date of determination 
of the applicable exchange rate from United States dollars to DM.               

LEGAL MATTERS 

  The validity of the DaimlerChrysler Ordinary Shares offered hereby will be
passed upon by the Daimler-Benz legal department. In addition, Skadden, Arps,   
Slate, Meagher & Flom LLP and Debevoise & Plimpton have delivered opinions to   
Daimler-Benz and Chrysler, respectively, as to certain United States federal    
income tax matters. Certain members of Skadden, Arps, Slate, Meagher & Flom LLP 
have investment and voting authority with respect to an aggregate of 1,000      
Daimler-Benz ADSs and 3,151 shares of Chrysler Common Stock.                    

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EXPERTS 

  The consolidated financial statements and related schedule of Daimler-Benz
as of December 31, 1997 and 1996 and for each of the years in the three-year    
period ended December 31, 1997, included in the Daimler-Benz 1997 Annual Report 
on Form 20-F incorporated by reference herein, have been audited by KPMG        
Deutsche-Treuhand Gesellschaft AG, independent auditors, as set forth in their  
reports appearing in the Daimler-Benz 1997 Annual Report on Form 20-F           
incorporated by reference herein, and are incorporated herein upon the authority
of such firm as experts in accounting and auditing. The reports of KPMG Deutsche
Treuhand-Gesellschaft AG on the Daimler-Benz consolidated financial statements  
and financial statement schedule, as of and for each of the years in the three  
year period ended December 31, 1997, contain a qualification as a result of a   
departure from U.S. GAAP for Daimler-Benz' accounting for certain joint ventures
in accordance with the proportionate method of consolidation. Under U.S. GAAP,  
joint ventures would be accounted for using the equity method of consolidation. 

 The consolidated financial statements of Chrysler as of December 31, 1997
and 1996 and for each of the three years in the period ended December 31, 1997  
incorporated herein by reference from Chrysler's Annual Report on Form 10-K for 
the year ended December 31, 1997, have been audited by Deloitte & Touche LLP,   
independent auditors, as stated in their report which is incorporated herein by 
reference, and have been so incorporated in reliance upon the report of such    
firm given upon their authority as experts in accounting and auditing.          

   With respect to the unaudited interim financial information of Chrysler for
the periods ended March 31, 1998 and June 30, 1998 which is incorporated herein 
by reference, Deloitte & Touche LLP have applied limited procedures in          
accordance with professional standards for a review of such information.        
However, as stated in their report included in Chrysler's Quarterly Reports on  
Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998 and           
incorporated by reference herein, they did not audit and they do not express an 
opinion on that interim financial information. Accordingly, the degree of       
reliance on their report on such information should be restricted in light of   
the limited nature of the review procedures applied. Deloitte & Touche LLP are  
not subject to the liability provisions of Section 11 of the Securities Act for 
their report on the unaudited interim financial information because such report 
is not a "report" or a "part" of a registration statement prepared or certified 
by an accountant within the meaning of Sections 7 and 11 of the Securities Act. 

------------------------

   The following information is being disclosed pursuant to Florida law and is
accurate as of the date of this Proxy Statement/Prospectus: Certain subsidiaries
of Daimler-Benz occasionally sell, directly or through their authorized sales   
representatives, passenger cars, commercial vehicles, vehicle components and    
other products to persons located in Cuba. Current information concerning this  
matter may be obtained from the State of Florida Department of Banking and      
Finance, The Capital, Tallahassee, Florida 32399-0350 (telephone number         
904-488-9805).                                                                  

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                                                                         Annex A

AMENDED AND RESTATED
BUSINESS COMBINATION AGREEMENT

among 

DAIMLER-BENZ AKTIENGESELLSCHAFT 

CHRYSLER CORPORATION

and 

DAIMLERCHRYSLER AG

Dated as of May 7, 1998 

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TABLE OF CONTENTS 

                                                        [Enlarge/Download Table]

                                                                                                                       
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                                                       ARTICLE I                                                       

                                              DAIMLER-BENZ EXCHANGE OFFER                                              

Section 1.1.  The Daimler-Benz Exchange Offer.....................................................................  A-2
Section 1.2.  Daimler-Benz Exchange Agent.........................................................................  A-3
Section 1.3.  German Exchange Offer Documents.....................................................................  A-3
Section 1.4.  U.S. Exchange Documents.............................................................................  A-3
Section 1.5.  Antidilution Protection for Daimler-Benz Exchange Offer Ratio.......................................  A-4
Section 1.6.  DaimlerChrysler AG Name.............................................................................  A-4
Section 1.7.  Contingent Daimler-Benz Exchange Ratio Increase.....................................................  A-4
Section 1.8.  Option to Issue DaimlerChrysler American Depositary Shares..........................................  A-4

                                                      ARTICLE II                                                       

                                                    CHRYSLER MERGER                                                    

Section 2.1.  Formation of Chrysler Merger Sub....................................................................  A-4
Section 2.2.  Chrysler Merger.....................................................................................  A-5
Section 2.3.  The U.S. Share Exchange.............................................................................  A-5
Section 2.4.  Conversion of Chrysler Common Stock in the Chrysler Merger..........................................  A-5
Section 2.5.  Exchange of Shares of Chrysler Common Stock.........................................................  A-6
Section 2.6.  Treatment of Chrysler Stock Plans...................................................................  A-8
Section 2.7.  Redemption of Chrysler Preferred Stock.............................................................. A-10
Section 2.8.  Antidilution Protection for U.S. Exchange Ratio..................................................... A-10
Section 2.9.  Chrysler Merger Closing............................................................................. A-10
Section 2.10. Certificate of Incorporation........................................................................ A-11
Section 2.11. By-laws............................................................................................. A-11
Section 2.12. Officers............................................................................................ A-11
Section 2.13. Board of Directors.................................................................................. A-11
Section 2.14. Option to Issue DaimlerChrysler American Depositary Shares.......................................... A-11

                                                      ARTICLE III                                                      

                                                  DAIMLER-BENZ MERGER                                                  

Section 3.1.  Daimler-Benz Merger................................................................................. A-11
Section 3.2.  Daimler-Benz Merger Closing......................................................................... A-11
Section 3.3.  Conversion of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs in the Daimler-Benz Merger.........     
                                                                                                                   A-12
Section 3.4.  Exchange of Daimler-Benz ADSs....................................................................... A-12
Section 3.5.  Affiliates Letter................................................................................... A-13
Section 3.6.  Treatment of Daimler-Benz Stock Plans............................................................... A-13
Section 3.7.  Treatment of Daimler-Benz NEWS...................................................................... A-14
Section 3.8.  Treatment of Daimler-Benz Subordinated Mandatory Convertible Notes.................................. A-14
Section 3.9.  Antidilution Protection for Daimler-Benz Merger Exchange Ratio...................................... A-14
Section 3.10. Treatment of Fractional Shares...................................................................... A-14
Section 3.11. Withholding Taxes................................................................................... A-15
Section 3.12. Singapore Depositary Shares......................................................................... A-15
Section 3.13. Option to Issue DaimlerChrysler American Depositary Shares.......................................... A-16

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                                                      ARTICLE IV                                                       
                                                                                                                       

                                DAIMLERCHRYSLER AG GOVERNANCE AFTER THE EFFECTIVE TIME                                 

Section 4.1.  DaimlerChrysler AG Governance after Effective Time.................................................. A-16
Section 4.2.  Integration Committee............................................................................... A-17
Section 4.3.  Operational Headquarters............................................................................ A-17
Section 4.4.  Language............................................................................................ A-17

                                                       ARTICLE V                                                       

                                            REPRESENTATIONS AND WARRANTIES                                             

Section 5.1.  Corporate Organization.............................................................................. A-17
Section 5.2.  Subsidiaries........................................................................................ A-17
Section 5.3.  Capital Stock....................................................................................... A-18
Section 5.4.  Authority........................................................................................... A-19
Section 5.5.  Consents and Approvals; No Violation................................................................ A-19
Section 5.6.  Financial Statements; SEC Filings................................................................... A-19
Section 5.7.  Absence of Changes.................................................................................. A-20
Section 5.8.  Absence of Undisclosed Liabilities.................................................................. A-21
Section 5.9.  Litigation.......................................................................................... A-21
Section 5.10. Taxes............................................................................................... A-21
Section 5.11. Employee Benefit Plans.............................................................................. A-21
Section 5.12. Labor and Employment Matters........................................................................ A-22
Section 5.13. Information Provided By Representing Party.......................................................... A-22
Section 5.14. Ownership of Capital Stock.......................................................................... A-23
Section 5.15. Voting Requirements................................................................................. A-23
Section 5.16. Accounting Matters.................................................................................. A-23
Section 5.17. Opinion of Financial Advisors....................................................................... A-23
Section 5.18. Finders and Advisors................................................................................ A-23
Section 5.19. State Takeover Statutes; Stockholder Rights Plan.................................................... A-24

                                                      ARTICLE VI                                                       

                                   DAIMLERCHRYSLER AG REPRESENTATIONS AND WARRANTIES                                   

Section 6.1.  Corporate Organization.............................................................................. A-24
Section 6.2.  Capital Stock....................................................................................... A-24
Section 6.3.  Authority........................................................................................... A-24
Section 6.4.  Consents and Approvals; No Violation................................................................ A-24
Section 6.5.  Information Provided By DaimlerChrysler AG.......................................................... A-25
Section 6.6.  Ownership of Capital Stock.......................................................................... A-25
Section 6.7.  Accounting Matters.................................................................................. A-25
Section 6.8.  No Prior Activities................................................................................. A-26

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                                                      ARTICLE VII                                                      
                                                                                                                       

                                    CONDUCT OF BUSINESS PENDING THE EFFECTIVE TIME                                     

                                                     ARTICLE VIII                                                      

                                               EMPLOYEE BENEFIT MATTERS                                                

Section 8.1.  DaimlerChrysler AG Retention/Personnel Policy....................................................... A-28
Section 8.2.  Benefits............................................................................................ A-28
Section 8.3.  Employment Agreements............................................................................... A-28

                                                      ARTICLE IX                                                       

                                                 ADDITIONAL AGREEMENTS                                                 

Section 9.1.  No Solicitation..................................................................................... A-29
Section 9.2.  Preparation of the F-4 Registration Statement, the Proxy Statement/Prospectus and the U.S. Exchange      
              Offer Documents; Stockholders Meetings.............................................................. A-30
Section 9.3.  Chrysler Stock Issuance............................................................................. A-31
Section 9.4.  Accountants' Comfort Letters........................................................................ A-32
Section 9.5.  Accountants' Pooling Letters........................................................................ A-32
Section 9.6.  Access to Information; Confidentiality.............................................................. A-32
Section 9.7.  Takeover Statute.................................................................................... A-32
Section 9.8.  Indemnification, Exculpation and Insurance.......................................................... A-33
Section 9.9.  Public Announcements................................................................................ A-33
Section 9.10. Affiliates.......................................................................................... A-33
Section 9.11. Stock Exchange Listings............................................................................. A-34
Section 9.12. Stockholder Litigation.............................................................................. A-34
Section 9.13. Tax Treatment....................................................................................... A-34
Section 9.14. Standstill Agreements; Confidentiality Agreements................................................... A-35
Section 9.15. Conveyance Taxes.................................................................................... A-35
Section 9.16. Certain Obligations of DaimlerChrysler AG........................................................... A-35
Section 9.17. Reasonable Best Efforts............................................................................. A-36

                                                       ARTICLE X                                                       

                                                  CLOSING CONDITIONS                                                   

Section 10.1. Conditions to All Parties' Obligation to Close...................................................... A-36
Section 10.2. Conditions to Daimler-Benz's and DaimlerChrysler AG's Obligation to Close........................... A-37
Section 10.3. Conditions to Chrysler's Obligation to Close........................................................ A-37
Section 10.4. Further Condition to Obligations of Daimler-Benz and DaimlerChrysler AG............................. A-38
Section 10.5. Frustration of Closing Conditions................................................................... A-38

                                                      ARTICLE XI                                                       

                                           TERMINATION, AMENDMENT AND WAIVER                                           

Section 11.1. Termination......................................................................................... A-38
Section 11.2. Effect of Termination............................................................................... A-39

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                                                       ARTICLE XII                                                      
                                                                                                                        

                                                      MISCELLANEOUS                                                     

Section 12.1.  No Survival of Representations and Warranties....................................................... A-39
Section 12.2.  Fees and Expenses................................................................................... A-40
Section 12.3.  Counterparts; Effectiveness......................................................................... A-40
Section 12.4.  Governing Law....................................................................................... A-40
Section 12.5.  Notices............................................................................................. A-40
Section 12.6.  Assignment; Binding Effect.......................................................................... A-41
Section 12.7.  Severability........................................................................................ A-41
Section 12.8.  Enforcement of Agreement............................................................................ A-41
Section 12.9.  Entire Agreement; No Third-Party Beneficiaries...................................................... A-42
Section 12.10. Reservation of Right to Revise Transaction.......................................................... A-42
Section 12.11. Extension of Time, Waiver, Etc...................................................................... A-42
Section 12.12. Amendment........................................................................................... A-42
Section 12.13. Interpretation...................................................................................... A-42
Section 12.14. Responsibility for Obligations of DaimlerChrysler AG................................................ A-43
Section 12.15. Consent to Jurisdiction............................................................................. A-43

EXHIBIT INDEX 

                                                        [Enlarge/Download Table]

                                                                                                
Exhibit A    -- Annex of Defined Terms                                                          
Exhibit B-1  -- Form of Chrysler Affiliate Agreement                                            
Exhibit B-2  -- Form of Daimler-Benz Affiliate Agreement                                        
Exhibit C    -- Form of Amended and Restated Certificate of Incorporation of Chrysler Merger Sub
Exhibit D    -- Form of By-laws of Chrysler Merger Sub                                          
Exhibit E    -- Designated Officers of Chrysler and Daimler-Benz                                

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AMENDED AND RESTATED
BUSINESS COMBINATION AGREEMENT

AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this "Restated     
Agreement"), dated as of May 7, 1998, among Daimler-Benz Aktiengesellschaft, an 
AKTIENGESELLSCHAFT organized and existing under the laws of the Federal Republic
of Germany ("Daimler-Benz"), Chrysler Corporation, a Delaware corporation       
("Chrysler"), and DaimlerChrysler AG, which was formerly known as Oppenheim     
Aktiengesellschaft, an AKTIENGESELLSCHAFT organized and existing under the laws 
of the Federal Republic of Germany ("DaimlerChrysler AG").                      

WHEREAS, Daimler-Benz and Chrysler desire to combine their respective   
businesses, stockholder groups, managements and other constituencies in a       
merger-of-equals transaction upon the terms and subject to the conditions of    
this Restated Agreement;                                                        

WHEREAS, Daimler-Benz, Chrysler and DaimlerChrysler AG desire to make   
certain representations, warranties, covenants and agreements in connection with
the transactions contemplated by this Restated Agreement;                       

   WHEREAS, the Supervisory Board (AUFSICHTSRAT) of DaimlerChrysler AG and the
Management Board (VORSTAND) of each of Daimler-Benz and DaimlerChrysler AG and  
the Board of Directors of Chrysler have approved the transactions contemplated  
by this Restated Agreement in accordance with the laws of their respective      
jurisdictions of organization and have authorized the execution and delivery of 
this Restated Agreement;                                                        

WHEREAS, Deutsche Bank Aktiengesellschaft has informed Daimler-Benz that
such stockholder supports the business combination transaction involving        
Daimler-Benz and DaimlerChrysler AG;                                            

 WHEREAS, Tracinda Corporation has entered into a Stockholder's Agreement,
dated May 7, 1998, among Daimler-Benz, Chrysler and such stockholder (the       
"Chrysler Stockholder's Agreement"), pursuant to which such stockholder has     
agreed to vote all shares of Chrysler Common Stock owned by it in favor of the  
business combination transactions involving Chrysler, Daimler-Benz and          
DaimlerChrysler AG at the Chrysler Stockholders Meeting;                        

 WHEREAS, for United States federal income tax purposes the parties intend
that (i) the Chrysler Exchange (a) will qualify as a reorganization within the  
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the 
"Code"), and/or (b) when integrated with the Daimler-Benz Exchange Offer and    
taking into account the Daimler-Benz Merger, will be treated as a transaction   
described in Section 351(a) of the Code, (ii) the Daimler-Benz Exchange Offer   
either (a) when integrated with the Chrysler Exchange, will be treated as a     
transaction described in Section 351(a) of the Code or (b) if integrated with   
the Daimler-Benz Merger, will qualify as a reorganization within the meaning of 
Section 368(a) of the Code, and (iii) this Restated Agreement shall be, and is  
hereby, adopted as a plan of reorganization for purposes of Section 368(a) of   
the Code;                                                                       

  WHEREAS, the parties intend that the Chrysler Exchange will qualify for an
exception to the general rule of Section 367(a)(1) of the Code;                 

WHEREAS, for German tax purposes the Daimler-Benz Exchange Offer and the
Daimler-Benz Merger are intended not to result in the recognition of any gain or
loss by DaimlerChrysler AG, Daimler-Benz and stockholders of Daimler-Benz;      

WHEREAS, for financial reporting purposes the parties intend that the   
transactions contemplated by this Restated Agreement will be accounted for as a 
"pooling-of-interests" transaction under United States generally accepted       
accounting principles ("US GAAP");                                              

    WHEREAS, capitalized terms used in this Restated Agreement and not elsewhere
defined shall have the respective meanings set forth in Exhibit A hereto; and   

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 WHEREAS, Daimler-Benz, Chrysler and DaimlerChrysler AG found it desirable
and convenient to effect certain amendments to their agreement and to restate   
that agreement as so amended, all as authorized and contemplated by Section     
12.12 of this Restated Agreement;                                               

NOW, THEREFORE, in consideration of the foregoing and the mutual        
representations, warranties, covenants and agreements herein contained, and     
intending to be legally bound hereby, Daimler-Benz, Chrysler and DaimlerChrysler
AG agree as follows:                                                            

ARTICLE 1 

DAIMLER-BENZ EXCHANGE OFFER 

Section 1.1. THE DAIMLER-BENZ EXCHANGE OFFER. Promptly after the        
Daimler-Benz Stockholder Approval and the vote necessary to obtain the Chrysler 
Stockholder Approval and so long as this Restated Agreement has not been        
terminated in accordance with Section 11.1, DaimlerChrysler AG shall commence an
offer (the "Daimler-Benz Exchange Offer"), which may consist of one offer made  
in the United States and one made elsewhere, to (i) the holders of Ordinary     
Shares of DM 5 nominal value each of Daimler-Benz or the corresponding no par   
value share, as the case may be (the "Daimler-Benz Ordinary Shares"), to        
exchange, subject to the Daimler-Benz Exchange Offer Conditions, one no par     
value Ordinary Share of DaimlerChrysler AG in registered form (the              
"DaimlerChrysler Ordinary Shares") for each Daimler-Benz Ordinary Share held by 
such holder, and (ii) the holders of Daimler-Benz American Depositary Shares    
representing Daimler-Benz Ordinary Shares ("Daimler-Benz ADSs") to exchange,    
subject to the Daimler-Benz Exchange Offer Conditions, one DaimlerChrysler      
Ordinary Share for each Daimler-Benz ADS held by such holder (such one-for-one  
exchange offered in the foregoing clauses (i) and (ii), with such adjustments as
may be required pursuant to Section 1.5 or Section 1.7 or both, being referred  
to herein as the "Daimler-Benz Exchange Offer Ratio"). The obligation of        
DaimlerChrysler AG to issue DaimlerChrysler Ordinary Shares in exchange for     
Daimler-Benz Ordinary Shares and Daimler-Benz ADSs, in each case tendered       
pursuant to the Daimler-Benz Exchange Offer, shall be subject only to this      
Restated Agreement not having been terminated pursuant to Section 11.1 and to   
the satisfaction or waiver (if permissible under this Restated Agreement and    
effected in accordance with Section 12.11) of (1) the condition that such number
of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs which in the aggregate    
represent at least that number of outstanding Daimler-Benz Ordinary Shares      
required for the transactions contemplated by this Restated Agreement to be     
accounted for as a "pooling-of-interests" under US GAAP shall have been validly 
tendered, not withdrawn and available for purchase immediately prior to the     
Daimler-Benz Exchange Offer Expiration Date (the "Minimum Condition"); and (2)  
the conditions set forth in Article X of this Restated Agreement, other than the
condition set forth in Section 10.1(i) (together with the Minimum Condition, the
"Daimler-Benz Exchange Offer Conditions"). The Minimum Condition shall not be   
waived and, except as prescribed in Sections 1.5 and 1.7, the Daimler-Benz      
Exchange Offer Ratio shall not be amended without the written consent of both   
Chrysler and Daimler-Benz; PROVIDED, HOWEVER, if the number of Daimler-Benz     
Ordinary Shares and Daimler-Benz ADSs validly tendered, not withdrawn and       
available for purchase immediately prior to the Daimler-Benz Exchange Offer     
Expiration Date shall not satisfy the Minimum Condition, but shall be in excess 
of 80% of the capital stock of Daimler-Benz on a Fully Diluted Basis (the "80%  
Minimum"), the Minimum Condition shall mean the 80% Minimum unless Chrysler and 
Daimler-Benz otherwise agree. The expiration date of the Daimler-Benz Exchange  
Offer shall initially be the date which is 30 days after commencement of the    
Daimler-Benz Exchange Offer (such date, as it may be extended as provided       
herein, the "Daimler-Benz Exchange Offer Expiration Date") and, if any of the   
Daimler-Benz Exchange Offer Conditions is unsatisfied at such time and if       
requested by either Chrysler or Daimler-Benz, or if requested by either Chrysler
or Daimler-Benz pursuant to clause (ii) below, shall be extended by             
DaimlerChrysler AG from time to time thereafter until the earliest of (i) the   
maximum period permitted under the German Takeover Code (UBERNAHMEKODEX DER     
BORSENSACHVERSTANDIGENKOMMISSION BEIM BUNDESMINISTERIUM DER FINANZEN) (the      
"German Takeover Code") or as otherwise approved by the Executive Office of the 
Takeover Commission (UBERNAHMEKOMMISSION pursuant to the German Takeover Code)  
(the "Executive Office of the Takeover                                          

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Commission"), (ii) the close of business (Frankfurt time) on the day on which   
Daimler-Benz and DaimlerChrysler AG have publicly announced that all of the     
Daimler-Benz Exchange Offer Conditions shall have been satisfied or that they   
have been duly waived (or, if later, a date that is five business days following
the initial expiration date, if either Chrysler or Daimler-Benz shall have      
requested DaimlerChrysler AG to extend the Daimler-Benz Exchange Offer          
Expiration Date to such date) and (iii) such time as this Restated Agreement is 
terminated in accordance with Section 11.1. Subject only to the conditions set  
forth above, at the earliest practicable time following the Daimler-Benz        
Exchange Offer Expiration Date, DaimlerChrysler AG shall accept for exchange and
shall exchange all Daimler-Benz Ordinary Shares and Daimler-Benz ADSs validly   
tendered and not withdrawn (the "German Share Exchange") and shall effect the   
German Share Exchange in accordance with applicable law by registering the      
increase of the DaimlerChrysler AG stated share capital in kind with the        
commercial register (HANDELSREGISTER) for DaimlerChrysler AG. No holder of      
Daimler-Benz Ordinary Shares or Daimler-Benz ADSs will be entitled to receive   
fractional DaimlerChrysler Ordinary Shares pursuant to this Section 1.1, and if 
any such holder would otherwise be so entitled then he, she or it will receive  
cash in lieu of such fractional share, the amount of which shall be determined  
in accordance with Section 3.10.                                                

    Section 1.2. DAIMLER-BENZ EXCHANGE AGENT. DaimlerChrysler AG shall appoint a
bank or trust company or other independent financial institution reasonably     
satisfactory to Daimler-Benz and Chrysler to act as exchange agent for the      
Daimler-Benz Exchange Offer (the "Daimler-Benz Exchange Agent"). DaimlerChrysler
AG shall enter into an Exchange Agent Agreement with the Daimler-Benz Exchange  
Agent in form and substance reasonably satisfactory to Daimler-Benz and         
Chrysler, which agreement shall set forth the duties, responsibilities and      
obligations of the Daimler-Benz Exchange Agent consistent with the terms of this
Restated Agreement. The Daimler-Benz Exchange Agent shall accept the            
Daimler-Benz Ordinary Shares and Daimler-Benz ADSs tendered pursuant to the     
Daimler-Benz Exchange Offer and contribute such Daimler-Benz Ordinary Shares and
Daimler-Benz ADSs upon satisfaction or waiver of the Daimler-Benz Exchange Offer
Conditions to DaimlerChrysler AG in exchange for DaimlerChrysler Ordinary       
Shares. Subject to Section 9.16, such exchange shall be effected in accordance  
with SectionSection 52 and 183 ET SEQ. (including in particular Section 187) of 
the German Stock Corporation Law (AKTIENGESETZ) by registering the contribution 
in kind agreement (EINBRINGUNGSVERTRAG) and the increase of the DaimlerChrysler 
AG stated share capital with the commercial register (HANDELSREGISTER) for      
DaimlerChrysler AG.                                                             

  Section 1.3. GERMAN EXCHANGE OFFER DOCUMENTS. As soon as practicable prior
to the date that the Daimler-Benz Exchange Offer commences, DaimlerChrysler AG  
shall inform all German stock exchanges on which the Daimler-Benz Ordinary      
Shares are listed, the German Federal Supervisory Authority for Securities      
Trading (BUNDESAUFSICHTSAMT FUR DEN WERTPAPIERHANDEL) and the Executive Office  
of the Takeover Commission about the content of the Daimler-Benz Exchange Offer.
Not later than one day prior to the date that the Daimler-Benz Exchange Offer   
commences, DaimlerChrysler AG shall issue a combined listing and sales          
prospectus pursuant to the German Stock Exchange Law (BORSENGESETZ) and the     
German Sales Prospectus Law (WERTPAPIER-VERKAUFSPROSPEKTGESETZ) (the "German    
Prospectus"), and on the date that the Daimler-Benz Exchange Offer commences,   
DaimlerChrysler AG shall publish an exchange offer pursuant to the German       
Takeover Code, each with respect to the Daimler-Benz Exchange Offer (the "German
Exchange Offer Documents"). The German Exchange Offer Documents shall contain   
the recommendation of the Board of Management (VORSTAND) of Daimler-Benz that   
holders of the Daimler-Benz Ordinary Shares accept the Daimler-Benz Exchange    
Offer and tender the Daimler-Benz Ordinary Shares into the Daimler-Benz Exchange
Offer.                                                                          

   Section 1.4. U.S. EXCHANGE DOCUMENTS. (a) As promptly as practicable on the
date of commencement of the Daimler-Benz Exchange Offer, DaimlerChrysler AG     
shall file with the U.S. Securities and Exchange Commission ("SEC") a Tender    
Offer Statement on Schedule 14D-1 (together with all amendments and supplements 
thereto, the "Schedule 14D-1"). The Schedule 14D-1 shall contain or shall       
incorporate by reference an offer to purchase containing the information        
included or incorporated by reference in the Proxy Statement/Prospectus and the 
forms of the related letter of transmittal and all other ancillary offer        
documents.                                                                      

(b) As promptly as practicable on the date of commencement of the       
Daimler-Benz Exchange Offer, Daimler-Benz shall file with the SEC a Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9                         

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(together with all amendments and supplements thereto, the "Schedule 14D-9"),   
which shall contain the recommendation of the Board of Management (VORSTAND) of 
Daimler-Benz that holders of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs 
who are U.S. Persons accept the Daimler-Benz Exchange Offer and tender their    
Daimler-Benz Ordinary Shares and Daimler-Benz ADSs into the Daimler-Benz        
Exchange Offer. The Schedule 14D-1 and the Schedule 14D-9 together with all     
amendments and supplements thereto are referred to herein collectively as the   
"U.S. Exchange Offer Documents." The German Exchange Offer Documents together   
with the U.S. Exchange Offer Documents are collectively referred to hereinafter 
as the "Exchange Offer Documents."                                              

   Section 1.5. ANTIDILUTION PROTECTION FOR DAIMLER-BENZ EXCHANGE OFFER RATIO.
If, between the date of this Restated Agreement and the Daimler-Benz Exchange   
Offer Expiration Date, the outstanding DaimlerChrysler Ordinary Shares,         
Daimler-Benz Ordinary Shares or shares of Chrysler Common Stock shall have been 
changed into a different number of shares or a different class by reason of any 
reclassification, recapitalization, stock split, combination, or exchange of    
shares or a stock dividend or dividend payable in any other securities shall be 
declared with a record date within such period, or any similar event shall have 
occurred, the Daimler-Benz Exchange Offer Ratio shall be appropriately adjusted 
to provide to the holders of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs 
the same economic effect as contemplated by this Restated Agreement prior to    
such event.                                                                     

 Section 1.6. DAIMLERCHRYSLER AG NAME. Unless DaimlerChrysler AG's legally
registered name shall previously have been established as such, promptly        
following the consummation of the Daimler-Benz Exchange Offer, DaimlerChrysler  
AG, Daimler-Benz and Chrysler shall cause the name of DaimlerChrysler AG to be  
changed and legally registered in all appropriate jurisdictions as              
"DaimlerChrysler AG."                                                           

  Section 1.7. CONTINGENT DAIMLER-BENZ EXCHANGE RATIO INCREASE. If, prior to
the Daimler-Benz Exchange Offer Expiration Date, the Minimum Condition (as      
defined in clause (1) of Section 1.1) is satisfied, DaimlerChrysler AG shall    
issue and exchange 1.005 DaimlerChrysler Ordinary Shares for each Daimler-Benz  
Ordinary Share and each Daimler-Benz ADS tendered in the Daimler-Benz Exchange  
Offer and the Daimler-Benz Exchange Offer Ratio shall mean 1.005 to 1 for all   
purposes in this Restated Agreement.                                            

   Section 1.8. OPTION TO ISSUE DAIMLERCHRYSLER AMERICAN DEPOSITARY SHARES. If
for any reason relating to the listing of DaimlerChrysler Ordinary Shares on the
NYSE or to the implementation of procedures for transfer, registration, voting  
or payment of dividends with respect to DaimlerChrysler Ordinary Shares in the  
United States, Daimler-Benz and Chrysler jointly determine that it is more      
practical and desirable from a market point of view for DaimlerChrysler AG to   
cause American Depositary Shares ("DaimlerChrysler ADSs") evidenced by American 
Depositary Receipts to be issued to the U.S. holders of Daimler-Benz ADSs and   
Daimler-Benz Ordinary Shares then DaimlerChrysler AG shall cause DaimlerChrysler
ADSs to be issued to U.S. Persons holding Daimler-Benz ADSs and Daimler-Benz    
Ordinary Shares in complete satisfaction of its obligations under this Article  
I. If Daimler-Benz and Chrysler make the requisite determination under this     
Section then all references in this Article I to DaimlerChrysler Ordinary Shares
issuable to U.S. Persons shall mean DaimlerChrysler ADSs.                       

ARTICLE II

CHRYSLER MERGER 

Section 2.1. FORMATION OF CHRYSLER MERGER SUB. As promptly as possible  
following the date hereof, DaimlerChrysler AG shall appoint a United States bank
or trust company or other independent financial institution in the United States
reasonably satisfactory to Daimler-Benz and Chrysler to act as exchange agent   
for the U.S. Share Exchange and the delivery of the U.S. Merger Consideration to
former stockholders of Chrysler (the "U.S. Exchange Agent"). Following such     
appointment, the U.S. Exchange Agent or Chrysler shall cause to be incorporated 
pursuant to the DGCL a corporation which shall be a constituent company in the  
Chrysler Merger ("Chrysler Merger Sub"). Daimler-Benz, DaimlerChrysler AG and   
Chrysler shall enter into an                                                    

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Exchange Agent Agreement with the U.S. Exchange Agent in form and substance     
reasonably satisfactory to Daimler-Benz and Chrysler, which agreement shall set 
forth the duties, responsibilities and obligations of the U.S. Exchange Agent   
consistent with the terms of this Restated Agreement. Solely to accommodate the 
transactions described in this Article II, the U.S. Exchange Agent shall hold   
all of the issued and outstanding shares of common stock, par value $.01 per    
share, of Chrysler Merger Sub (the "Chrysler Merger Sub Common Stock").         

  Section 2.2. CHRYSLER MERGER. Upon the terms and subject to the conditions
of this Restated Agreement and in accordance with the DGCL, at the Effective    
Time, Chrysler Merger Sub shall be merged with and into Chrysler (the "Chrysler 
Merger"), and Chrysler shall be the surviving corporation in the Chrysler Merger
(the "U.S. Surviving Corporation"). The corporate existence of Chrysler, with   
all its purposes, rights, privileges, franchises, powers and objects, shall     
continue unaffected and unimpaired by the Chrysler Merger and, as the U.S.      
Surviving Corporation, it shall be governed by the laws of the State of Delaware
and succeed to all rights, assets, liabilities and obligations of Chrysler      
Merger Sub in accordance with Section 259(a) of the DGCL. The separate existence
and corporate organization of Chrysler Merger Sub shall cease at the Effective  
Time.                                                                           

Section 2.3. THE U.S. SHARE EXCHANGE. Upon the terms and subject to the 
conditions of this Restated Agreement, as soon as possible after the Effective  
Time, DaimlerChrysler AG will issue the U.S. Merger Consideration to the U.S.   
Exchange Agent for the account of the former stockholders of Chrysler, and the  
U.S. Exchange Agent will contribute, for the account of the former stockholders 
of Chrysler, all of the issued and outstanding shares of Surviving Corporation  
Common Stock to DaimlerChrysler AG as a transfer in kind (the "U.S. Share       
Exchange"). Subject to Section 9.16, such exchange shall be effected in         
accordance with SectionSection 52 and 183 ET SEQ. (including in particular      
Section 187) of the German Stock Corporation Law (AKTIENGESETZ) by registering  
the contribution in kind agreement (EINBRINGUNGSVERTRAG) and the increase of the
DaimlerChrysler AG stated share capital with the commercial register            
(HANDELSREGISTER) for DaimlerChrysler AG. At the Effective Time, the obligation 
of the parties to effect the U.S. Share Exchange shall be unconditional.        

   Section 2.4. CONVERSION OF CHRYSLER COMMON STOCK IN THE CHRYSLER MERGER. At
the Effective Time, by virtue of the Chrysler Merger and without any action on  
the part of the holder of any share of common stock, par value $1.00 per share, 
of Chrysler (including the associated preferred share purchase rights, the      
"Chrysler Common Stock"):                                                       

 (a) The Chrysler Common Stock which is held by Chrysler as treasury stock
(or held by any wholly owned Subsidiary of Chrysler) shall be cancelled and     
retired and shall cease to exist, without any conversion thereof, and no payment
shall be made with respect thereto.                                             

  (b) Each share of Chrysler Common Stock issued and outstanding immediately
prior to the Effective Time (other than any shares canceled pursuant to Section 
2.4(a)) shall be converted into the right to receive, upon surrender of the     
certificate formerly representing such share of Chrysler Common Stock pursuant  
to Section 2.5, that fraction of a DaimlerChrysler Ordinary Share expressed as a
decimal carried to 4 digits which results from the computation in the Exchange  
Ratio Formula. Such decimal fraction of a DaimlerChrysler Ordinary Share is     
referred to herein as the "U.S. Exchange Ratio" and the DaimlerChrysler Ordinary
Shares to be issued in the Chrysler Merger are referred to herein as the "U.S.  
Merger Consideration." Notwithstanding the foregoing, prior to the delivery of  
the DaimlerChrysler Ordinary Shares to the U.S. Exchange Agent pursuant to      
Section 2.5 for the account of the former stockholders of Chrysler in the U.S.  
Share Exchange, each such stockholder shall, in addition to his, her or its     
right to receive such DaimlerChrysler Ordinary Shares, have a continuing        
ownership interest in the U.S. Surviving Corporation identical in all respects  
to his, her or its ownership interest in Chrysler immediately prior to the      
Effective Time, such ownership interest to be extinguished automatically upon   
such delivery of DaimlerChrysler Ordinary Shares to the U.S. Exchange Agent.    

(c) The Exchange Ratio Formula shall be the following:                  

                                                                [Download Table]
                                                                 
Exchange Ratio = 103.4929      X            (DP X DAP) + SOP     
                                      ---------------------------
                                        (DAP X DP) X (DAP + SOP) 

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As used in the Exchange Ratio Formula, the following terms have the     
following meaning:                                                              

"DAP" refers to Daimler-Benz's adjusted price per Daimler-Benz Ordinary 
Share and is herein defined to mean (i) that number of Deutsche Marks equal to  
190.8 minus the sum of (A) the per Daimler-Benz Ordinary Share regular annual   
dividend in respect of the year 1997 payable on or about May 28, 1998, plus (B) 
the per Daimler-Benz Ordinary Share amount of the Special Distribution payable  
on or about June 15, 1998, or (ii) in the event that Daimler-Benz fails to pay  
its previously announced Special Distribution payable on or about June 15, 1998,
that number of Deutsche Marks equal to 185.09 minus the per Daimler-Benz        
Ordinary Share regular annual dividend in respect to the year 1997 payable on or
about May 28, 1998.                                                             

    "SOP" refers to Daimler-Benz's SCHUTT AUS/HOL ZURUCK share offering proceeds
and is herein defined to mean (i) the aggregate amount of net proceeds,         
expressed in Deutsche Marks, received by Daimler-Benz in respect of its global  
offering of rights to acquire Daimler-Benz Ordinary Shares and Daimler-Benz     
ADSs, which is currently scheduled to become effective on or about June 8, 1998,
and which is described generally in the Registration Statement (File No.        
333-8662) filed with the SEC on April 22, 1998 (the "Rights Offering"), divided 
by (ii) 516,748,337 if the Rights are not distributed to the holders of the     
Notes or 523,299,381 if the Rights are distributed to such holders; PROVIDED    
that SOP shall equal 0 if the Rights Offering is canceled or otherwise is not   
consummated.                                                                    

"DP" refers to the Rights Offering discounted price expressed as a      
percentage of the then current market price and is herein defined to mean that  
decimal fraction carried to four digits determined by dividing (1) the offering 
price per new Daimler-Benz Ordinary Share (expressed in Deutsche Marks) in the  
Rights Offering by (2) the reported last sale price per Daimler-Benz Ordinary   
Share on the FSE, as reported by the FSE, on the last full trading day which    
immediately precedes the public announcement of the price at which a holder of a
Right will be entitled to purchase a Daimler-Benz Ordinary Share pursuant to the
Rights Offering; PROVIDED that DP shall equal 1 if the Rights Offering is       
canceled or otherwise is not consummated.                                       

 (d) Each share of Chrysler Merger Sub Common Stock issued and outstanding
immediately prior to the Effective Time shall continue to be an issued and      
outstanding share of common stock, par value $.01 per share, of the U.S.        
Surviving Corporation ("Surviving Corporation Common Stock").                   

No holder of Chrysler Common Stock will be entitled to receive fractional       
DaimlerChrysler Ordinary Shares pursuant to this Section 2.4, and if any such   
holder would otherwise be so entitled then he, she or it will receive cash in   
lieu of such fractional share, the amount of which shall be determined in       
accordance with Section 3.10                                                    

Section 2.5. EXCHANGE OF SHARES OF CHRYSLER COMMON STOCK.               

   (a) U.S. EXCHANGE FUND. The aggregate U.S. Merger Consideration transferred
by DaimlerChrysler AG to the U.S. Exchange Agent pursuant to Section 2.3,       
together with any dividends or other distributions with respect to              
DaimlerChrysler Ordinary Shares to be made pursuant to Section 2.5(c), is       
referred to herein as the "U.S. Exchange Fund."                                 

(b) EXCHANGE PROCEDURES. Promptly after the Effective Time, the U.S.    
Exchange Agent will mail to each former record holder of shares of Chrysler     
Common Stock entitled to receive U.S. Merger Consideration pursuant to Section  
2.4(b) a form of letter of transmittal which shall specify that the delivery    
shall be effected, and risk of loss and title shall pass, only upon proper      
delivery of a certificate or certificates formerly representing shares of       
Chrysler Common Stock ("Old Chrysler Certificates") to the U.S. Exchange Agent  
and instructions for use in effecting the surrender to the U.S. Exchange Agent  
of Old Chrysler Certificates in exchange for DaimlerChrysler Ordinary Shares.   
The letter of transmittal shall contain such other terms and conditions as      
Daimler-Benz and Chrysler reasonably specify. Upon surrender of an Old Chrysler 
Certificate to the U.S. Exchange Agent, together with a letter of transmittal   
duly executed and completed in accordance with the instructions thereto, and any
other documents reasonably required by the U.S. Exchange Agent or Daimler-Benz  
and Chrysler, (i) the holder of such Old Chrysler Certificate shall be entitled 
to receive in exchange therefor (x) a certificate registered in the name of such
holder representing the number of whole DaimlerChrysler Ordinary Shares and cash
in lieu of any fractional DaimlerChrysler Ordinary Share into which the         

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shares previously represented by such Old Chrysler Certificate shall have been  
converted at the Effective Time and (y) if applicable, a check payable to such  
holder representing the payment of any dividends and distributions pursuant to  
Section 2.5(c), and (ii) such Old Chrysler Certificate shall forthwith be       
cancelled. If any cash is to be paid to, or any certificate representing        
DaimlerChrysler Ordinary Shares is to be issued in the name of, a person other  
than the person in whose name the Old Chrysler Certificate so surrendered in    
exchange therefor is registered, it shall be a condition of the payment or      
issuance that the Old Chrysler Certificate so surrendered shall be properly     
endorsed or otherwise in proper form for transfer and that the person requesting
such exchange shall pay any transfer or other taxes required by reason of the   
payment of cash to, or the issuance of a certificate representing               
DaimlerChrysler Ordinary Shares in the name of, a person other than the         
registered holder of the Old Chrysler Certificate so surrendered or shall       
establish to the satisfaction of the U.S. Exchange Agent and DaimlerChrysler AG 
that such tax has been paid or is not applicable. Until surrendered in          
accordance with the provisions of this Section 2.5 and subject to the third     
sentence of Section 2.4(b), each Old Chrysler Certificate shall, at and after   
the Effective Time, represent for all purposes only the right to receive        
DaimlerChrysler Ordinary Shares, cash in lieu of any fractional DaimlerChrysler 
Ordinary Share and any dividends and distributions as provided in Section       
2.5(c), if any.                                                                 

  (c) DIVIDENDS; DISTRIBUTIONS. No dividends or other distributions declared
after the Effective Time on DaimlerChrysler Ordinary Shares and payable to the  
holders of record thereof after the Effective Time shall be paid to the holder  
of any unsurrendered Old Chrysler Certificates with respect to which the        
DaimlerChrysler Ordinary Shares shall have been issued in the Chrysler Merger.  
All such dividends or other distributions shall be paid by DaimlerChrysler AG to
the U.S. Exchange Agent (on behalf of holders of unsurrendered Old Chrysler     
Certificates) and shall be included in the U.S. Exchange Fund, in each case     
until such Old Chrysler Certificates shall be surrendered as provided herein,   
but (i) upon such surrender there shall be paid to the person in whose name the 
certificates representing such DaimlerChrysler Ordinary Shares shall be issued  
and registered the amount of dividends theretofore paid with respect to such    
DaimlerChrysler Ordinary Shares as of any date subsequent to the Effective Time,
and (ii) at the appropriate payment date or as soon as practicable thereafter,  
there shall be paid to such person the amount of dividends with a record date   
after the Effective Time but prior to surrender and a payment date subsequent to
surrender payable with respect to such DaimlerChrysler Ordinary Shares, subject 
in any case to any applicable abandoned property, escheat and similar laws. No  
interest shall be payable with respect to the payment of such dividends on      
surrender of outstanding Old Chrysler Certificates.                             

   (d) FINAL SETTLEMENT. From and after the Effective Time, the holders of Old
Chrysler Certificates shall cease to have any rights with respect to such shares
except as otherwise provided herein or by applicable law. All rights to receive 
cash, if any, and DaimlerChrysler Ordinary Shares into which shares of Chrysler 
Common Stock shall have been converted pursuant to this Article II shall be     
deemed to have been paid or issued, as the case may be, in full satisfaction of 
all rights pertaining to such shares of Chrysler Common Stock.                  

(e) TRANSFER BOOKS. After the Effective Time, there shall be no further 
registration of transfers on the stock transfer books of the U.S. Surviving     
Corporation of shares of Chrysler Common Stock which were outstanding           
immediately prior to the Effective Time. If, after the Effective Time, Old      
Chrysler Certificates are presented to the U.S. Surviving Corporation, they     
shall be cancelled and exchanged for cash or certificates representing          
DaimlerChrysler Ordinary Shares, or both, in accordance with the procedures set 
forth in this Article II.                                                       

 (f) AFFILIATES LETTER. Notwithstanding anything to the contrary contained
herein, for purposes of qualifying the transactions contemplated hereby for     
"pooling-of-interests" accounting treatment under Opinion No. 16 "Business      
Combinations" of the Accounting Principles Board of the American Institute of   
Certified Public Accountants ("APB No. 16") and applicable SEC rules and        
regulations, no DaimlerChrysler Ordinary Shares or cash shall be delivered to a 
person who is an affiliate of Chrysler unless such person has executed and      
delivered an agreement in the form of Exhibit B-1 or unless Chrysler and        
Daimler-Benz shall have determined that the transactions contemplated by this   
Restated Agreement will not be accounted for as a "pooling-of-interests" under  
US GAAP because of other circumstances.                                         

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    (g) TERMINATION OF U.S. EXCHANGE FUND. Any portion of the U.S. Exchange Fund
that remains undistributed to the holders of the Old Chrysler Certificates one  
year after the Effective Time shall be delivered by the U.S. Exchange Agent to a
depositary bank designated by DaimlerChrysler AG, upon demand, whereupon such   
depositary bank shall hold the U.S. Exchange Fund on behalf of holders of       
unsurrendered Old Chrysler Certificates, and any holders of the Old Chrysler    
Certificates who have not theretofore complied with this Section 2.5 shall      
thereafter look only to DaimlerChrysler AG or such depositary bank for payment  
of their claim for U.S. Merger Consideration and any dividends or distributions 
with respect to DaimlerChrysler Ordinary Shares and DaimlerChrysler AG shall    
cause the depositary bank to satisfy such claim. Such depositary bank shall     
maintain an office in the City of New York where holders of Old Chrysler        
Certificates may comply with this Article II.                                   

  (h) WITHHOLDING TAXES. Each of the U.S. Exchange Agent and DaimlerChrysler
AG shall be entitled to deduct and withhold from the consideration otherwise    
payable pursuant to this Restated Agreement to any holder of Old Chrysler       
Certificates such amounts as it is required to deduct and withhold with respect 
to the making of such payment under the Code, or any provision of state, local  
or non-U.S. tax law. To the extent that amounts are so withheld by the U.S.     
Exchange Agent or DaimlerChrysler AG, as the case may be, such withholdings     
shall be treated for all purposes of this Restated Agreement as having been paid
to the holder of the Old Chrysler Certificate in respect of which such deduction
and withholding was made by the U.S. Exchange Agent or DaimlerChrysler AG, as   
the case may be.                                                                

(i) NO LIABILITY. None of Daimler-Benz, Chrysler, the U.S. Surviving    
Corporation, DaimlerChrysler AG or the U.S. Exchange Agent shall be liable to   
any person in respect of any DaimlerChrysler Ordinary Shares, any dividends or  
distributions with respect to DaimlerChrysler Ordinary Shares or any cash from  
the U.S. Exchange Fund, in each case delivered to a public official pursuant to 
any applicable abandoned property, escheat or similar law.                      

   (j) LOST, STOLEN OR DESTROYED CERTIFICATES. If any Old Chrysler Certificate
shall have been lost, stolen or destroyed, upon the making of an affidavit of   
that fact by the person claiming such Old Chrysler Certificate to be lost,      
stolen or destroyed and, if required by the U.S. Surviving Corporation,         
DaimlerChrysler AG or the U.S. Exchange Agent, the posting by such person of a  
bond in such reasonable amount as such entity may direct as indemnity against   
any claim that may be made against it with respect to such Old Chrysler         
Certificate, the U.S. Exchange Agent shall issue in exchange for such lost,     
stolen or destroyed Old Chrysler Certificate the U.S. Merger Consideration and, 
if applicable, any unpaid dividends and distributions on shares of              
DaimlerChrysler Ordinary Shares deliverable in respect thereof, in each case    
pursuant to this Restated Agreement.                                            

Section 2.6. TREATMENT OF CHRYSLER STOCK PLANS. (a) Subject to the      
consummation of the Chrysler Merger, immediately prior to the Effective Time    
each outstanding Chrysler Employee Stock Option will become exercisable, and    
shall be deemed to be exercised and will then be converted (and such Chrysler   
Employee Stock Option will be extinguished) into a right to receive that number 
of whole DaimlerChrysler Ordinary Shares and any fractional DaimlerChrysler     
Ordinary Share determined in accordance with the following formula:             

                                                                [Download Table]
                                                                        
     Option Shares X (Closing Value - Exercise                          
                   Price) X 1.02                          X        .6235
---------------------------------------------------                     
                   Closing Value                                        

where "Option Shares" is the number of shares of Chrysler Common Stock subject  
to the Chrysler Employee Stock Option; "Closing Value" is the closing per share 
price of Chrysler Common Stock as reported in THE WALL STREET JOURNAL for the   
next to last trading day prior to the Effective Time; and "Exercise Price" is   
the per share exercise price for shares subject to the Chrysler Employee Stock  
Option. Each Chrysler Employee Optionholder shall surrender directly to Chrysler
for cancellation and not for conversion pursuant to this Section 2.6 that number
of Chrysler Employee Stock Options necessary to satisfy Chrysler's obligation   
under the Code, or any provision of state, local or non-U.S. tax law, to deduct 
and withhold in respect of payments made hereunder to such Chrysler Employee    
Optionholder. The value of any such Chrysler Employee Stock Option surrendered  
for this purpose shall equal Option Shares x (Closing Value -- Exercise Price) x
1.02. As soon as practicable following the Effective Time and immediately prior 
to the U.S. Share Exchange, Chrysler shall deliver to the U.S.                  

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Exchange Agent the aggregate number of shares of Chrysler Common Stock issuable 
pursuant to the deemed exercise of Chrysler Employee Stock Options provided in  
this Section 2.6(a) (exclusive of Chrysler Employee Stock Options which have    
been cancelled), subject to Section 9.16, for contribution in kind to           
DaimlerChrysler AG by the U.S. Exchange Agent on behalf of the Chrysler Employee
Optionholders.                                                                  

    (b) Subject to the consummation of the Chrysler Merger, immediately prior to
the Effective Time each outstanding Chrysler performance share award shall be   
deemed vested in accordance with the terms of Chrysler's 1991 Stock Compensation
Plan and shall be settled with that number of whole DaimlerChrysler Ordinary    
Shares and any fractional DaimlerChrysler Ordinary Share determined in          
accordance with the following formula:                                          

                                                                [Download Table]
                                                            
      Performance Shares X Closing                          
              Value X 1.02                    X        .6235
---------------------------------------                     
             Closing Value                                  

where "Performance Shares" is the number of shares of Chrysler Common Stock     
subject to the performance share award. Each holder of an outstanding Chrysler  
performance share award shall surrender directly to Chrysler for cancellation   
and not for settlement pursuant to this Section 2.6 that number of Chrysler     
performance share awards necessary to satisfy Chrysler's obligation under the   
Code, or any provision of state, local or non-U.S. tax law, to deduct and       
withhold in respect of payments made hereunder to such Chrysler performance     
share award holder. The value of any such Chrysler performance share award      
surrendered for this purpose shall equal Performance Shares x Closing Value x   
1.02. As soon as practicable following the Effective Time and immediately prior 
to the U.S. Share Exchange, Chrysler shall transmit to the U.S. Exchange Agent  
the aggregate number of shares of Chrysler Common Stock subject to outstanding  
performance share awards (exclusive of performance share awards which have been 
cancelled), subject to Section 9.16, for contribution in kind into              
DaimlerChrysler AG by the U.S. Exchange Agent on behalf of the holders of       
performance share awards.                                                       

    (c) Subject to the consummation of the Chrysler Merger, immediately prior to
the Effective Time, each outstanding Chrysler stock unit shall be deemed vested 
in accordance with the terms of Chrysler's 1996 Non-employee Director Stock Unit
Plan and shall be settled with that number of whole DaimlerChrysler Ordinary    
Shares and any fractional DaimlerChrysler Ordinary Share determined in          
accordance with the following formula:                                          

                                                                [Download Table]
                                       
      Closing                          
   Value X 1.02          X        .6235
------------------                     
   Closing Value                       

As soon as practicable following the Effective Time and immediately prior to the
U.S. Share Exchange, Chrysler shall transmit to the U.S. Exchange Agent the     
aggregate number of shares of Chrysler Common Stock subject to outstanding stock
units, subject to Section 9.16, for contribution in kind into DaimlerChrysler AG
by the U.S. Exchange Agent on behalf of the holders of stock units.             

    (d) Subject to the consummation of the Chrysler Merger, immediately prior to
the Effective Time, each outstanding Chrysler restricted stock unit award shall 
be deemed vested in accordance with the terms of Chrysler's 1991 Stock          
Compensation Plan and shall be settled with that number of whole DaimlerChrysler
Ordinary Shares and any fractional DaimlerChrysler Ordinary Share determined in 
accordance with the following formula:                                          

                                                                [Download Table]
                                                              
     Restricted Stock Units X Closing                         
               Value X 1.02                     X        .6235
-----------------------------------------                     
              Closing Value                                   

where "Restricted Stock Units" is the number of shares of Chrysler Common Stock 
subject to the restricted stock unit award. As soon as practicable following the
Effective Time and immediately prior to the U.S. Share Exchange, Chrysler shall 
transmit to the U.S. Exchange Agent the aggregate number of shares of Chrysler  
Common Stock subject to outstanding restricted stock unit awards, subject to    
Section 9.16, for contribution in                                               

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kind into DaimlerChrysler AG by the U.S. Exchange Agent on behalf of the holders
of restricted stock unit awards.                                                

  (e) To the extent that any person would otherwise be entitled to receive a
fraction of a DaimlerChrysler Ordinary Share pursuant to this Section 2.6, such 
fraction shall be treated in accordance with Section 3.10.                      

   (f) As soon as practicable following the Effective Time, DaimlerChrysler AG
shall cause the U.S. Exchange Agent to deliver to the former holders of Chrysler
Employee Stock Options Chrysler performance share awards, Chrysler stock units  
and Chrysler restricted stock unit awards, the DaimlerChrysler Ordinary Shares  
payable pursuant to this Section 2.6.                                           

    (g) DaimlerChrysler AG and Chrysler shall establish a mechanism whereby each
person who is permitted to sell DaimlerChrysler Ordinary Shares received        
pursuant to this Section 2.6 without registration under the Securities Act can  
sell all or a portion of such DaimlerChrysler Ordinary Shares through open      
market sales of such DaimlerChrysler Ordinary Shares to be effected by a broker 
selected by Chrysler and reasonably satisfactory to Daimler-Benz. Chrysler      
shall, at least ten days prior to the Effective Time, identify the broker to    
whom such holders may direct sales orders. DaimlerChrysler AG shall deliver (or 
cause the U.S. Exchange Agent to deliver) the aggregate number of               
DaimlerChrysler Ordinary Shares subject to all such sales orders received prior 
to the Effective Time to the broker as soon as practicable thereafter, but no   
later than five business days after the Effective Time and any holder directing 
such a sales order shall bear the cost of all expenses, including all           
commissions, related thereto.                                                   

   (h) Chrysler agrees to use its reasonable best efforts, if the transactions
contemplated by this Restated Agreement shall be accounted for as a             
"pooling-of-interests" under APB No. 16, to take such actions (including, but   
not limited to, adopting all required amendments) with respect to (i) all       
compensation and benefit plans and arrangements and (ii) all awards outstanding 
under such plans or arrangements, in each case that are required to enable the  
transactions contemplated by this Restated Agreement to be accounted for as a   
"pooling-of-interests" under APB No. 16.                                        

   Section 2.7. REDEMPTION OF CHRYSLER PREFERRED STOCK. Prior to the Effective
Time, Chrysler shall have redeemed all outstanding shares of Series A           
Convertible Preferred Stock, par value $1.00 per share, of Chrysler (the        
"Chrysler Preferred Stock") in the manner contemplated by and pursuant to the   
terms and procedures set forth in the Certificate of Designation, Preferences   
and Rights with respect to the Chrysler Preferred Stock.                        

 Section 2.8. ANTIDILUTION PROTECTION FOR U.S. EXCHANGE RATIO. If, between
the date of this Restated Agreement and the Effective Time, the outstanding     
DaimlerChrysler Ordinary Shares, Daimler-Benz Ordinary Shares or shares of      
Chrysler Common Stock shall have been changed into a different number of shares 
or a different class by reason of any reclassification, recapitalization, stock 
split, combination or exchange of shares or a stock dividend or dividend payable
in any other securities shall be declared with a record date within such period,
or any similar event shall have occurred, the U.S. Exchange Ratio shall be      
appropriately adjusted to provide to the holders of Chrysler Common Stock the   
same economic effect as contemplated by this Restated Agreement prior to such   
event.                                                                          

  Section 2.9.  CHRYSLER MERGER CLOSING.  Immediately following consummation
of the Daimler-Benz Exchange Offer, the closing of the Chrysler Merger (the     
"Chrysler Merger Closing") shall be held at 10:00 a.m. at the offices of        
Debevoise & Plimpton, 875 Third Avenue, New York, New York, or at such other    
place and time as the parties shall agree. At the Chrysler Merger Closing, a    
certificate of merger shall be executed and acknowledged by Chrysler Merger Sub 
and Chrysler and delivered to the Secretary of State of the State of Delaware   
for filing as provided by the DGCL and, upon completion of such filing, the     
Chrysler Merger shall become effective as set forth herein and in such          
certificate. The time the Chrysler Merger becomes effective is referred to      
herein as the "Effective Time."                                                 

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    Section 2.10.  CERTIFICATE OF INCORPORATION.  Upon the formation of Chrysler
Merger Sub, its Certificate of Incorporation shall be substantially in the form 
of Exhibit C hereto (the "Chrysler Merger Sub Charter"), and such Chrysler      
Merger Sub Charter will continue to be in effect immediately prior to the       
Effective Time. The Chrysler Merger Sub Charter shall be the Certificate of     
Incorporation of the U.S. Surviving Corporation, until the same shall thereafter
be altered, amended or repealed in accordance with the DGCL and such Certificate
of Incorporation.                                                               

   Section 2.11.  BY-LAWS.  DaimlerChrysler AG, Daimler-Benz and Chrysler will
take all action necessary to ensure that the By-laws of Chrysler Merger Sub,    
substantially in the form of Exhibit D hereto (the "Chrysler Merger Sub         
By-laws"), will be in effect immediately prior to the Effective Time. The       
Chrysler Merger Sub By-laws shall be the By-laws of the U.S. Surviving          
Corporation, until the same shall thereafter be altered, amended or repealed in 
accordance with the DGCL, the Amended and Restated Chrysler Merger Sub Charter  
and such By-laws.                                                               

 Section 2.12.  OFFICERS.  The officers of Chrysler Merger Sub immediately
prior to the Effective Time, who shall be reasonably acceptable to Chrysler and 
Daimler-Benz, shall be the officers of the U.S. Surviving Corporation, and such 
individuals shall serve until their successors shall have been elected and shall
qualify.                                                                        

Section 2.13.  BOARD OF DIRECTORS.  The directors of Chrysler Merger Sub
immediately prior to the Effective Time, who shall be reasonably acceptable to  
Chrysler and Daimler-Benz, shall be the directors of the U.S. Surviving         
Corporation, and such individuals shall serve until their successors shall have 
been elected and shall qualify.                                                 

Section 2.14.  OPTION TO ISSUE DAIMLERCHRYSLER AMERICAN DEPOSITARY      
SHARES.  If for any reason relating to the listing of DaimlerChrysler Ordinary  
Shares on the NYSE or to the implementation of procedures for transfer,         
registration, voting or payment of dividends with respect to DaimlerChrysler    
Ordinary Shares in the United States, Daimler-Benz and Chrysler jointly         
determine that it is more practical and desirable from a market point of view   
for DaimlerChrysler AG to cause DaimlerChrysler ADSs to be issued to the U.S.   
holders of Chrysler Common Stock, then DaimlerChrysler AG shall cause           
DaimlerChrysler ADSs to be issued to U.S. holders of Chrysler Common Stock in   
complete satisfaction of its obligations under this Article II. If Daimler-Benz 
and Chrysler make the requisite determination under this Section then all       
references in this Article II to DaimlerChrysler Ordinary Shares issuable to    
U.S. Persons shall mean DaimlerChrysler ADSs.                                   

ARTICLE III 

DAIMLER-BENZ MERGER 

Section 3.1.  DAIMLER-BENZ MERGER.  As soon as practicable following the
date hereof, DaimlerChrysler AG and Daimler-Benz shall enter into a merger      
agreement pursuant to Section 5 of the German Transformation Act                
(UMWANDLUNGSGESETZ) which shall be in form and substance reasonably satisfactory
to Daimler-Benz and Chrysler (the "German Merger Agreement"). In accordance with
the German Merger Agreement, the German Stock Corporation Law (AKTIENGESETZ) and
the German Transformation Act (UMWANDLUNGSGESETZ) (the "German Stock Corporation
Law (AKTIENGESETZ)" and, together with the German Transformation Act            
(UMWANDLUNGSGESETZ), the "GSCL"), Daimler-Benz shall be merged with and into    
DaimlerChrysler AG (the "Daimler-Benz Merger"), and DaimlerChrysler AG shall be 
the surviving corporation in the Daimler-Benz Merger (the "German Surviving     
Corporation"). As a consequence of the Daimler-Benz Merger, the corporate       
existence of Daimler-Benz will cease and DaimlerChrysler AG will succeed to all 
rights, assets, liabilities and obligations of Daimler-Benz in accordance with  
the GSCL.                                                                       

 Section 3.2.  DAIMLER-BENZ MERGER CLOSING.  As soon as possible following
the U.S. Share Exchange, the Daimler-Benz Merger shall be effected in accordance
with applicable law by registering the merger with the commercial registers     
(HANDELSREGISTER) for Daimler-Benz and DaimlerChrysler AG, and the parties shall
make                                                                            

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all other filings and recordings required under the GSCL. The time the          
Daimler-Benz Merger becomes effective is hereinafter referred to as the "German 
Effective Time."                                                                

 Section 3.3.  CONVERSION OF DAIMLER-BENZ ORDINARY SHARES AND DAIMLER-BENZ
ADSS IN THE DAIMLER-BENZ MERGER.  At the German Effective Time, by virtue of the
Daimler-Benz Merger and without any action on the part of the holder of any     
Daimler-Benz Ordinary Shares, the stockholders of Daimler-Benz (other than      
Daimler-Benz or DaimlerChrysler AG) shall automatically become stockholders of  
DaimlerChrysler AG. Each Daimler-Benz Ordinary Share shall embody solely the    
right to receive that number of DaimlerChrysler Ordinary Shares equal to the    
Daimler-Benz Exchange Offer Ratio in exchange for such Daimler-Benz Ordinary    
Share, and each Daimler-Benz ADS shall embody solely the right to receive that  
number of DaimlerChrysler Ordinary Shares equal to the Daimler-Benz Exchange    
Offer Ratio in exchange for such Daimler-Benz ADS (such exchange ratio being    
referred to herein as the "Daimler-Benz Merger Exchange Ratio" and the          
DaimlerChrysler Ordinary Shares to be issued in the Daimler-Benz Merger are     
referred to herein as the "Daimler-Benz Merger Consideration"). No holder of    
Daimler-Benz Ordinary Shares or Daimler-Benz ADSs will be entitled to receive   
fractional DaimlerChrysler Ordinary Shares pursuant to this Section 3.3, and if 
any such holder would otherwise be so entitled then he, she or it will receive  
cash in lieu of such fractional share, the amount of which shall be determined  
in accordance with Section 3.10.                                                

Section 3.4.  EXCHANGE OF DAIMLER-BENZ ADSS.                            

 (a) EXCHANGE PROCEDURES. DaimlerChrysler AG shall instruct the designated
exchange agent for accepting Daimler-Benz ADSs and exchanging therefor the      
DaimlerChrysler Ordinary Shares (the "German Exchange Agent") to mail to each   
former holder of record of Daimler-Benz ADSs entitled to receive the            
Daimler-Benz Merger Consideration pursuant to Section 3.3 a form of letter of   
transmittal which shall specify that the delivery shall be effected, and risk of
loss and title shall pass, only upon proper delivery of a certificate or        
certificates formerly representing Daimler-Benz ADSs ("Old Daimler-Benz ADRs")  
to the German Exchange Agent and instructions for use in effecting the surrender
to the German Exchange Agent of Old Daimler-Benz ADRs in exchange for           
DaimlerChrysler Ordinary Shares. The letter of transmittal shall contain such   
other terms and conditions as DaimlerChrysler AG specifies. Upon surrender of an
Old Daimler-Benz ADR to the German Exchange Agent, together with a letter of    
transmittal duly executed and completed in accordance with the instructions     
thereto, and any other documents reasonably required by the German Exchange     
Agent or DaimlerChrysler AG, (i) the holder of such Old Daimler-Benz ADR shall  
be entitled to receive in exchange therefor (x) a share certificate registered  
in the name of such holder representing the number of whole DaimlerChrysler     
Ordinary Shares and cash in lieu of any fractional DaimlerChrysler Ordinary     
Share into which the shares previously represented by such Old Daimler-Benz ADR 
shall have been converted at the German Effective Time and (y) if applicable, a 
check payable to such holder representing the payment of any dividends and      
distributions pursuant to Section 3.4(b), and (ii) such Old Daimler-Benz ADR    
shall forthwith be cancelled. If any cash is to be paid to, or any certificate  
representing DaimlerChrysler Ordinary Shares is to be issued in the name of, a  
person other than the person in whose name the Old Daimler-Benz ADR so          
surrendered in exchange therefor is registered, it shall be a condition of the  
payment or issuance that the Old Daimler-Benz ADR so surrendered shall be       
properly endorsed or otherwise in proper form for transfer and that the person  
requesting such exchange shall pay any transfer or other taxes required by      
reason of the payment of cash to, or the issuance of a certificate representing 
DaimlerChrysler Ordinary Shares in the name of, a person other than the         
registered holder of the Old Daimler-Benz ADR so surrendered or shall establish 
to the satisfaction of DaimlerChrysler AG that such tax has been paid or is not 
applicable. Until surrendered in accordance with the provisions of this Section 
3.4, each Old Daimler-Benz ADR shall, at and after the German Effective Time,   
represent for all purposes only the right to receive DaimlerChrysler Ordinary   
Shares, cash in lieu of any fractional DaimlerChrysler Ordinary Share and any   
dividends and distributions as provided in Section 3.4(b), if any.              

  (b) DIVIDENDS; DISTRIBUTIONS. No dividends or other distributions declared
after the German Effective Time on DaimlerChrysler Ordinary Shares and payable  
to the holders of record thereof after the German Effective Time shall be paid  
to the holder of any unsurrendered Old Daimler-Benz ADR with respect to which   
the                                                                             

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DaimlerChrysler Ordinary Shares shall have been issued in the Daimler-Benz      
Merger until such Old Daimler-Benz ADRs shall be surrendered as provided herein,
but (i) upon such surrender there shall be paid to the person in whose name the 
certificate representing such DaimlerChrysler Ordinary Shares shall be issued   
and registered the amount of dividends theretofore paid with respect to such    
whole DaimlerChrysler Ordinary Shares as of any date subsequent to the German   
Effective Time, and (ii) at the appropriate payment date or as soon as          
practicable thereafter, there shall be paid to such person the amount of        
dividends with a record date after the German Effective Time but prior to       
surrender and a payment date subsequent to surrender payable with respect to    
such whole DaimlerChrysler Ordinary Shares, subject to any applicable abandoned 
property, escheat and similar laws. No interest shall be payable with respect to
the payment of such dividends on surrender of outstanding Old Daimler-Benz ADRs.

   (c) FINAL SETTLEMENT. From and after the German Effective Time, the holders
of Old Daimler-Benz ADRs shall cease to have any rights with respect to the     
Daimler-Benz ADSs evidenced thereby except as otherwise provided herein or by   
applicable law. All rights to receive cash, if any, and DaimlerChrysler Ordinary
Shares into which Daimler-Benz ADSs shall have been converted pursuant to this  
Article III shall be deemed to have been paid or issued, as the case may be, in 
full satisfaction of all rights pertaining to such Daimler-Benz ADSs.           

(d) TRANSFER BOOKS. After the German Effective Time, there shall be no  
further registration of transfers on the transfer books of the relevant         
depositary banks of Daimler-Benz ADSs which were outstanding immediately prior  
to the German Effective Time. If, after the German Effective Time, Old          
Daimler-Benz ADRs are presented to the relevant depositary, they shall be       
cancelled and exchanged for cash or certificates representing DaimlerChrysler   
Ordinary Shares, or both, in accordance with the procedures set forth in this   
Article III.                                                                    

(e) TERMINATION OF MERGER EXCHANGE FUND. Any portion of DaimlerChrysler 
Ordinary Shares or distributions payable pursuant to Section 3.4(b) that remains
undistributed to the holders of the Old Daimler-Benz ADRs one year after the    
German Effective Time shall be delivered to a depositary bank designated by     
DaimlerChrysler AG, upon demand by DaimlerChrysler AG, whereupon such depositary
bank shall hold such remaining portion on behalf of holders of unsurrendered Old
Daimler-Benz ADRs, and any holders of the Old Daimler-Benz ADRs who have not    
theretofore complied with this Section 3.4 shall thereafter look only to        
DaimlerChrysler AG for payment of their claim for the Daimler-Benz Merger       
Consideration and any dividends or distributions with respect to DaimlerChrysler
Ordinary Shares. Such depositary bank shall maintain an office in the City of   
New York where holders of Old Daimler-Benz ADRs may comply with this Article    
III.                                                                            

  Section 3.5.  AFFILIATES LETTER.  Notwithstanding anything to the contrary
contained herein, for "pooling-of-interests" accounting treatment under APB No. 
16 and applicable SEC rules and regulations, no DaimlerChrysler Ordinary Shares 
shall be delivered to a person who is an affiliate of Daimler-Benz for purposes 
of qualifying the transactions contemplated hereby unless such person has       
executed and delivered an agreement in the form of Exhibit B-2 or unless        
Chrysler and Daimler-Benz shall have determined that the transactions           
contemplated by this Restated Agreement will not be accounted for as a          
"pooling-of-interests" under US GAAP because of other circumstances.            

    Section 3.6.  TREATMENT OF DAIMLER-BENZ STOCK PLANS.  (a) Upon effectiveness
of the Daimler-Benz Merger, all outstanding Daimler-Benz Employee Stock Options 
will become stock options of DaimlerChrysler AG in accordance with Section 23 of
the German Transformation Act (UMWANDLUNGSGESETZ) (or such other instruments as 
shall meet the requirements of such Section 23 and shall be agreed to by        
Chrysler and Daimler-Benz), and from and after the date of the effectiveness of 
the Daimler-Benz Merger shall be convertible into DaimlerChrysler Ordinary      
Shares (rather than Daimler-Benz Ordinary Shares) in accordance with their      
terms; PROVIDED that the number of whole DaimlerChrysler Ordinary Shares subject
to each such Daimler-Benz Employee Stock Option shall equal the number of       
Daimler-Benz Ordinary Shares subject thereto multiplied by the Daimler-Benz     
Merger Exchange Ratio and the per share exercise price thereof shall be divided 
by the Daimler-Benz Merger Exchange Ratio.                                      

   (b) Daimler-Benz agrees to take all actions (including, but not limited to,
adopting all required amendments) with respect to (i) all compensation and      
benefit plans and arrangements and (ii) all awards outstanding                  

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under such plans or arrangements, in each case that are required to enable the  
transactions contemplated by this Restated Agreement to be accounted for as a   
"pooling-of-interests" under APB No. 16.                                        

Section 3.7.  TREATMENT OF DAIMLER-BENZ NEWS.  Upon effectiveness of the
Daimler-Benz Merger, all Warrants which are convertible into newly issued       
Daimler-Benz Ordinary Shares will become Warrants of DaimlerChrysler AG in      
accordance with Section 23 of the German Transformation Act (UMWANDLUNGSGESETZ) 
and, from and after the date of effectiveness of the Daimler-Benz Merger, will  
entitle the holder thereof to purchase DaimlerChrysler Ordinary Shares (rather  
than Daimler-Benz Ordinary Shares) in accordance with their terms. With respect 
to the Warrants which are convertible into outstanding Daimler-Benz Ordinary    
Shares, DaimlerChrysler AG and Daimler-Benz will take all actions necessary to  
ensure that such Warrants will be convertible, as of the effectiveness of the   
Daimler-Benz Merger, into DaimlerChrysler Ordinary Shares (rather than Daimler- 
Benz Ordinary Shares) in accordance with the terms of the Warrants and Section  
23 of the German Transformation Act (UMWANDLUNGSGESETZ).                        

  Section 3.8.  TREATMENT OF DAIMLER-BENZ SUBORDINATED MANDATORY CONVERTIBLE
NOTES.  Upon the effectiveness of the Daimler-Benz Merger, the 5 3/4%           
Subordinated Mandatory Convertible Notes due June 14, 2002 (the "Notes"),       
including Notes represented by American Depositary Notes ("ADNs") and DM Book   
Entry Securities ("DM BESs"), issued by Daimler-Benz will become Notes of       
DaimlerChrysler AG in accordance with Section 23 of the German Transformation   
Act (UMWANDLUNGSGESETZ) and, from and after the date of effectiveness of the    
Daimler-Benz Merger, will be convertible into DaimlerChrysler Ordinary Shares   
(rather than Daimler-Benz Ordinary Shares) in accordance with their terms.      
DaimlerChrysler AG and Daimler-Benz will take all actions necessary to ensure   
that the ADNs and DM BESs will be convertible, as of the effectiveness of the   
Daimler-Benz Merger, into DaimlerChrysler Ordinary Shares (rather than          
Daimler-Benz ADSs) in accordance with their terms and Section 23 of the German  
Transformation Act (UMWANDLUNGSGESETZ).                                         

Section 3.9.  ANTIDILUTION PROTECTION FOR DAIMLER-BENZ MERGER EXCHANGE  
RATIO.  If, between the date of this Restated Agreement and the German Effective
Time, the outstanding DaimlerChrysler Ordinary Shares, Daimler-Benz Ordinary    
Shares or shares of Chrysler Common Stock shall have been changed into a        
different number of shares or a different class by reason of any                
reclassification, recapitalization, stock split, combination, or exchange of    
shares or a stock dividend or dividend payable in any other securities shall be 
declared with a record date within such period, or any similar event shall have 
occurred, the Daimler-Benz Merger Exchange Ratio shall be appropriately adjusted
to provide to the holders of Daimler-Benz Ordinary Shares the same economic     
effect as contemplated by this Restated Agreement prior to such event.          

Section 3.10.  TREATMENT OF FRACTIONAL SHARES.                          

 (a) (i) As promptly as practicable following the Effective Time, the U.S.
Exchange Agent will determine the excess of (x) the aggregate number of         
DaimlerChrysler Ordinary Shares delivered to the U.S. Exchange Agent over (y)   
the aggregate number of whole DaimlerChrysler Ordinary Shares to be distributed 
in connection with the Chrysler Merger (such excess being referred to herein as 
the "Chrysler Merger Excess Shares"). Following the Effective Time the U.S.     
Exchange Agent will, on behalf of the former stockholders of Chrysler, sell the 
Chrysler Merger Excess Shares at then-prevailing prices on the New York Stock   
Exchange (the "NYSE") in the manner provided in Section 3.10(b);                

 (ii) As promptly as practicable following the Daimler-Benz Exchange Offer
Expiration Date, the Daimler-Benz Exchange Agent will determine the excess of   
(x) the aggregate number of DaimlerChrysler Ordinary Shares delivered to the    
Daimler-Benz Exchange Agent over (y) the aggregate number of whole              
DaimlerChrysler Ordinary Shares to be distributed in connection with the        
Daimler-Benz Exchange Offer (such excess being referred to herein as the        
"Daimler-Benz Exchange Offer Excess Shares"). Following the Daimler-Benz        
Exchange Offer Expiration Date the Daimler-Benz Exchange Agent will, on behalf  
of the former stockholders of Daimler-Benz who tendered their Daimler-Benz      
Ordinary Shares or Daimler-Benz ADSs in the Daimler-Benz Exchange Offer, sell   
the Daimler-Benz Exchange Offer Excess Shares at then-prevailing prices on the  
NYSE or the Frankfurt Stock Exchange (the "FSE") in the manner provided in      
3.10(b); and                                                                    

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 (iii) As promptly as practicable following the German Effective Time, the
German Exchange Agent will determine the excess of (x) the aggregate number of  
DaimlerChrysler Ordinary Shares delivered to the German Exchange Agent over (y) 
the aggregate number of whole DaimlerChrysler Ordinary Shares to be distributed 
in connection with the Daimler-Benz Merger (such excess being referred to herein
as the "Daimler-Benz Merger Excess Shares"). Following the German Effective Time
the German Exchange Agent will, on behalf of the former stockholders of         
Daimler-Benz remaining after the Daimler-Benz Exchange Offer, sell the          
Daimler-Benz Merger Excess Shares at then-prevailing prices on the NYSE or the  
FSE in the manner provided in Section 3.10(b). As used in this Section 3.10,    
"Exchange Agent" means the U.S. Exchange Agent, the Daimler-Benz Exchange Agent 
or the German Exchange Agent as the context requires. As used in this Section   
3.10, "Excess Shares" means the Chrysler Merger Excess Shares, the Daimler-Benz 
Exchange Offer Excess Shares or the Daimler-Benz Merger Excess Shares as the    
context requires.                                                               

   (b) The sale of the Excess Shares by the Exchange Agent will be executed on
the NYSE or the FSE, as the case may be, through one or more member firms and   
will be executed in round lots to the extent practicable. The Exchange Agent    
will use reasonable efforts to complete the sale of the Excess Shares as        
promptly following the Effective Time, the Daimler-Benz Exchange Offer          
Expiration Date or the German Effective Time, as the case may be, as, in its    
sole judgment, is practicable consistent with obtaining the best execution of   
such sales in light of prevailing market conditions. Until the net proceeds of  
such sale or sales have been distributed to the holders of Chrysler Common      
Stock, Daimler-Benz Ordinary Shares or Daimler-Benz ADSs, as the case may be,   
the Exchange Agent will hold such proceeds in trust for such holders (the       
"Common Shares Trust"). All commissions, transfer taxes and other out-of-pocket 
transaction costs incurred in connection with such sale of Excess Shares shall  
be paid by Chrysler with respect to the Chrysler Merger Excess Shares and by    
DamilerChrysler AG with respect to the Daimler-Benz Exchange Offer Excess Shares
and the Daimler-Benz Merger Excess Shares (and none of these parties shall      
directly or indirectly be reimbursed by any other party for such payments). The 
Exchange Agent will determine the portion of the Common Shares Trust to which   
each holder of Chrysler Common Stock, Daimler-Benz Ordinary Shares or           
Daimler-Benz ADSs, as the case may be, is entitled, if any, by multiplying the  
amount of the aggregate proceeds comprising the Common Shares Trust by a        
fraction, the numerator of which is the amount of the fractional share interest 
to which such holder of Chrysler Common Stock, Daimler-Benz Ordinary Shares or  
Daimler-Benz ADSs, as the case may be, is entitled (after taking into account   
all such shares held at the Effective Time, the Daimler-Benz Exchange Offer     
Expiration Date or the German Effective Time, as the case may be, by such       
holder) and the denominator of which is the aggregate amount of fractional share
interests to which all holders of Chrysler Common Stock, Daimler-Benz Ordinary  
Shares or Daimler-Benz ADSs, as the case may be, are entitled pursuant to the   
Chrysler Merger, the Daimler-Benz Exchange Offer or the Daimler-Benz Merger, as 
the case may be.                                                                

    (c) As soon as practicable after the determination of the amount of cash, if
any, to be paid to holders of Chrysler Common Stock, Daimler-Benz Ordinary      
Shares or Daimler-Benz ADSs, as the case may be, with respect to fractional     
share interests, the Exchange Agent will make available such amounts to such    
holders.                                                                        

  Section 3.11.  WITHHOLDING TAXES.  DaimlerChrysler AG shall be entitled to
deduct and withhold from the consideration otherwise payable pursuant to this   
Restated Agreement to any holder of Daimler-Benz Ordinary Shares or the Old     
Daimler-Benz ADRs such amounts as it is required to deduct and withhold with    
respect to the making of such payment under the Code, or any provision of state,
local or non-U.S. tax law. To the extent that amounts are so withheld by        
DaimlerChrysler AG, such withheld amounts shall be treated for all purposes of  
this Restated Agreement as having been paid to the holder of Daimler-Benz       
Ordinary Shares or the Old Daimler-Benz ADRs in respect of which such deduction 
and withholding was made by DaimlerChrysler AG.                                 

Section 3.12.  SINGAPORE DEPOSITARY SHARES.  Singapore Depositary Shares
representing Daimler-Benz Ordinary Shares shall for all purposes under this     
Restated Agreement be treated in the same manner as Daimler-Benz ADSs.          
DaimlerChrysler AG and Daimler-Benz shall make appropriate arrangements with the
depositary bank for the Singapore Depositary Shares to fully effect this result.

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Section 3.13.  OPTION TO ISSUE DAIMLERCHRYSLER AMERICAN DEPOSITARY      
SHARES.  If for any reason relating to the listing of DaimlerChrysler Ordinary  
Shares on the NYSE or to the implementation of procedures for transfer,         
registration, voting or payments of dividends with respect to DaimlerChrysler   
Ordinary Shares in the United States, Daimler-Benz and Chrysler jointly         
determine that it is more practical and desirable from a market point of view   
for DaimlerChrysler AG to cause DaimlerChrysler ADSs to be issued to the U.S.   
holders of Daimler-Benz ADSs and Daimler-Benz Ordinary Shares then              
DaimlerChrysler AG shall cause DaimlerChrysler ADSs to be issued to U.S. Persons
holding Daimler-Benz ADSs and Daimler-Benz Ordinary Shares in complete          
satisfaction of its obligations under this Article III. If Daimler-Benz and     
Chrysler make the requisite determination under this Section then all references
in this Article III to DaimlerChrysler Ordinary Shares issuable to U.S. Persons 
shall mean DaimlerChrysler ADSs.                                                

ARTICLE IV

DAIMLERCHRYSLER AG GOVERNANCE AFTER THE EFFECTIVE TIME

Section 4.1.  DAIMLERCHRYSLER AG GOVERNANCE AFTER EFFECTIVE             
TIME.  Daimler-Benz, Chrysler and DaimlerChrysler AG agree that after the       
Effective Time, DaimlerChrysler AG shall have a corporate governance structure  
reflecting that the transactions contemplated herein are a merger of equals.    
Without the intention to interfere with the rights and powers of                
DaimlerChrysler's Shareholders meeting, Supervisory Board and the Management    
Board (VORSTAND) and subject to Section Section 95 ET SEQ., Section 84 of the   
German Stock Corporation Law and Section Section 6 ET SEQ. of the               
Co-determination Law of 1976, they will recommend to their respective           
shareholders and organizational bodies the following:                           

(a) DAIMLERCHRYSLER AG ARTICLES OF ASSOCIATION (SATZUNG) AND MANAGEMENT 
BOARD (VORSTAND) RULES OF PROCEDURE (GESCHAFTSORDNUNG). The Articles of         
Association (SATZUNG) of DaimlerChrysler AG and the Management Board (VORSTAND) 
Rules of Procedure (GESCHAFTSORDNUNG) of DaimlerChrysler AG, in each case,      
following the Effective Time, shall be in form and substance reasonably         
acceptable to Daimler-Benz and Chrysler.                                        

(b) DAIMLERCHRYSLER AG SUPERVISORY BOARD. Until the DaimlerChrysler AG  
Supervisory Board has to be composed in accordance with the Co-determination Law
of 1976, the DaimlerChrysler AG Supervisory Board shall be composed of twelve   
members representing the shareholders, six of whom shall have been recommended, 
immediately prior to the Effective Time, by Daimler-Benz from the then-current  
non-employee representative members (ANTEILSEIGNERVERTRETER) of the Supervisory 
Board of Daimler-Benz and six of whom shall have been recommended, immediately  
prior to the Effective Time, by Chrysler from the then-current outside members  
of the Board of Directors of Chrysler. For the period thereafter, the           
DaimlerChrysler AG Supervisory Board shall consist of twenty members (Section 7 
of the Co-determination Law of 1976); five of the members of the restructured   
DaimlerChrysler AG Supervisory Board shall have been recommended by Daimler-Benz
from non-employee representative members (ANTEILSEIGNERVERTRETER) of the        
Supervisory Board of Daimler-Benz and five of the members shall have been       
recommended by Chrysler from the outside members of the Board of Directors of   
Chrysler.                                                                       

 (c) CHAIRMAN OF THE SUPERVISORY BOARD (AUFSICHTSRAT). For a period of not
less than two years following the Effective Time, the current Chairman of       
Daimler-Benz's Supervisory Board (AUFSICHTSRAT) shall continue to be Chairman of
the DaimlerChrysler AG Supervisory Board.                                       

(d) COMPOSITION OF DAIMLERCHRYSLER AG MANAGEMENT BOARD (VORSTAND). The  
Management Board (VORSTAND) of DaimlerChrysler AG shall consist of 18 members.  
In general, 50% of such members shall be those designated by Chrysler, and 50%  
of such members shall be those designated by Daimler-Benz, and there will be two
additional members with responsibility for Daimler-Benz's non-automotive        
businesses. For three years following the Effective Time, Jurgen E. Schrempp and
Robert J. Eaton shall be the Co-CEOs and Co-Chairmen (VORSTANDSVORSITZENDE) of  
the Management Board (VORSTAND) of DaimlerChrysler AG and members of the Office 
of the Chairmen of DaimlerChrysler AG. If any person designated as a member of  
the Office of the Chairman or the Management Board of DaimlerChrysler AG ceases 
to be a full-time employee of either Chrysler or Daimler-Benz at or before the  
Effective Time, Daimler-Benz, in the case of any such employee of Daimler-Benz  
on the date hereof or any such employee to be designated by Daimler-Benz, or    
Chrysler, in the case of any such                                               

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employee of Chrysler on the date hereof or any such employee to be designated by
Chrysler, shall designate another person to serve in such person's stead.       

Section 4.2.  INTEGRATION COMMITTEE.  The DaimlerChrysler AG Management 
Board (VORSTAND) shall establish an Integration Committee with consultative     
function which shall consist of the Co-Chairmen of the Management Board of      
DaimlerChrysler AG, who shall also serve as Co-Chairmen of the Integration      
Committee, and 12 or more members (including such Co-Chairmen), 50% of which    
shall be designated by Chrysler and 50% of which shall be designated by         
Daimler-Benz.                                                                   

Section 4.3.  OPERATIONAL HEADQUARTERS.  Following the Effective Time,  
DaimlerChrysler AG shall maintain two operational headquarters: one located at  
the current headquarters of Daimler-Benz, and one located at the current        
headquarters of Chrysler.                                                       

   Section 4.4.  LANGUAGE.  Following the Effective Time, English shall be the
official language for the management of DaimlerChrysler AG.                     

ARTICLE V 

REPRESENTATIONS AND WARRANTIES

   Except as set forth in the Daimler-Benz Disclosure Schedule or as disclosed
in the Daimler-Benz Pre-Agreement Filings or as otherwise contemplated by this  
Restated Agreement, Daimler-Benz hereby represents and warrants to Chrysler and 
except as set forth in the Chrysler Disclosure Schedule or as disclosed in the  
Chrysler Pre-Agreement Filings or as otherwise contemplated by this Restated    
Agreement, Chrysler hereby represents and warrants to Daimler-Benz, in each case
as set forth in this Article V, with the party making such representations and  
warranties being referred to as the "Representing Party." Notwithstanding the   
foregoing, any representation or warranty which expressly refers to Daimler-Benz
or Chrysler is being made solely by Daimler-Benz or Chrysler, as the case may   
be.                                                                             

Section 5.1.  CORPORATE ORGANIZATION.  The Representing Party is a      
corporation duly incorporated, validly existing and in good standing under the  
laws of the jurisdiction of its incorporation and has the corporate power and   
authority to own, operate and lease all of its properties and assets and to     
carry on its business as it is now being conducted or presently proposed to be  
conducted, except where the failure to be in good standing would not reasonably 
be expected to have a Material Adverse Effect. The Representing Party is duly   
qualified to do business and is in good standing (to the extent the concepts of 
"qualification to do business" and "good standing" exist) in all jurisdictions  
where its ownership, operation or leasing of property or assets or the conduct  
of its business requires it to be so qualified, except in such jurisdictions, if
any, where the failure to be so qualified or in good standing would not,        
individually or in the aggregate, have a Material Adverse Effect. The           
Representing Party, its Subsidiaries and their respective employees hold all    
permits, licenses, variances, exemptions, orders, registrations and approvals of
all Government Entities which are required for the operation of the businesses  
of the Representing Party and its Subsidiaries as currently conducted (the      
"Company Permits"), except where the failure to have any such Company Permits   
individually or in the aggregate would not have a Material Adverse Effect.      
Chrysler has made available to Daimler-Benz true and complete copies of its     
Certificate of Incorporation and By-Laws and Daimler-Benz has made available to 
Chrysler a true and complete copy of its Memorandum and Articles of Association 
(SATZUNG), Management Board (VORSTAND) Rules of Procedure (GESCHAFTSORDNUNG) and
English translations thereof.                                                   

  Section 5.2.  SUBSIDIARIES.  (a) Each Subsidiary of the Representing Party
is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation, has the corporate power and authority
to own, operate or lease all of its properties and assets and to carry on its   
business as it is now being conducted or presently proposed to be conducted and 
is duly qualified to do business and is in good standing (to the extent the     
concepts of "qualification to do business" and "good standing" exist) in each   
jurisdiction where its ownership, operation, or leasing of property or the      
conduct of its business requires such qualification, except in such             
jurisdictions, if any, where the failure to be so organized, existing, in good  
standing or qualified would not have a Material Adverse Effect. Each            
Representing Party has made available to                                        

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the other Representing Party a copy of the certificate of incorporation,        
by-laws, Memorandum and Articles of Association (SATZUNG), Management Board     
(VORSTAND) Rules of Procedure (GESCHAFTSORDNUNG) or other similar documents for 
each of its Significant Subsidiaries.                                           

(b) Each Representing Party is, directly or indirectly, the record and  
beneficial owner of approximately that percentage of the outstanding shares of  
capital stock of each of its Significant Subsidiaries which is set forth        
opposite the name of each such Significant Subsidiary in Section 5.2(b) of the  
Representing Party's Disclosure Schedule. There are no outstanding (i)          
securities of the Representing Party or any of its Significant Subsidiaries     
convertible into or exchangeable or exercisable for shares of capital stock or  
other voting securities or ownership interests in any of the Representing       
Party's Significant Subsidiaries, (ii) warrants, calls, options or other rights 
to acquire from the Representing Party or any of its Significant Subsidiaries,  
or any obligations of the Representing Party or any of its Significant          
Subsidiaries to issue, any capital stock, voting securities or other ownership  
interests in, or any securities convertible into or exchangeable or exercisable 
for, any capital stock, voting securities or ownership interests in any of the  
Representing Party's Significant Subsidiaries, or (iii) obligations of the      
Representing Party or any of its Significant Subsidiaries to repurchase, redeem 
or otherwise acquire any such outstanding securities of the Representing Party's
Significant Subsidiaries or to issue, deliver or sell, or cause to be issued,   
delivered or sold, any such securities. All of the outstanding shares of capital
stock of each of the Representing Party's Significant Subsidiaries have been    
validly issued and are fully paid, non-assessable and free of preemptive rights,
and the shares owned, directly or indirectly, by such Representing Party are    
owned free and clear of all Encumbrances, except for such Encumbrances which    
would not, individually or in the aggregate, have a Material Adverse Effect.    

Section 5.3.  CAPITAL STOCK.  Section 5.3(a) of the Representing Party's
Disclosure Schedule sets forth as of April 30, 1998:                            

(i)  the number of authorized shares of each class or series of capital 
stock of the Representing Party;                                  

 (ii) the number of shares of each class or series of capital stock of the
Representing Party which are issued and outstanding;              

 (iii) the number of shares of each class or series of capital stock which
are held in the treasury of such Representing Party;              

 (iv) the number of shares of each class or series of capital stock of the
 Representing Party which are reserved for issuance, indicating each
particular reservation; and                                       

   (v) the aggregate number of shares of each class or series of capital stock
      subject to employee stock options or other rights to purchase or receive
   capital stock granted under such Representing Party's stock option or
other stock based employee or non-employee director benefit plans.

    (b) Promptly following the date hereof, the Representing Party shall furnish
a supplement to its Disclosure Schedule setting forth as of a date within 30    
days preceding the date of this Restated Agreement the number of shares of each 
class or series of capital stock of such Representing Party which are subject to
employee stock options or other rights to purchase or receive capital stock     
granted under such Representing Party's stock option or other stock based       
employee benefit plans, indicating the name of the plan, identifying the        
employee or director by number (not by name), the date of grant and the exercise
price thereof.                                                                  

 (c) There are no authorized, issued, reserved for issuance or outstanding
(i) shares of capital stock or voting securities of the Representing Party, (ii)
securities of the Representing Party convertible into or exchangeable for shares
of capital stock or voting securities of the Representing Party, (iii) warrants,
calls, options or other rights to acquire from the Representing Party or any of 
its Subsidiaries, or any obligation of the Representing Party or any of its     
Subsidiaries to issue, any shares of capital stock or voting securities or      
securities convertible into or exchangeable or exercisable for capital stock or 
voting securities of the Representing Party, and (iv) there are no outstanding  
obligations of the Representing Party to repurchase, redeem or otherwise acquire
any such securities or to issue, deliver or sell, or cause to be issued,        
delivered or sold, any such securities.                                         

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    Section 5.4.  AUTHORITY.  The Representing Party has the corporate power and
authority to enter into this Restated Agreement and to carry out its obligations
hereunder. The execution, delivery and performance of this Restated Agreement by
Chrysler and the consummation by Chrysler of the transactions contemplated      
hereby have been duly authorized by the Board of Directors of Chrysler, and,    
except for the Chrysler Stockholder Approval, no other corporate action on the  
part of Chrysler is necessary to authorize this Restated Agreement or the       
transactions contemplated hereby. The execution, delivery and performance of    
this Restated Agreement by Daimler-Benz, including the consummation by          
Daimler-Benz of the transactions contemplated hereby, have been duly authorized 
by the Management Board (VORSTAND) of Daimler-Benz, and, except for the approval
of the Supervisory Board (AUFSICHTSRAT) of Daimler-Benz and the Daimler-Benz    
Stockholder Approval, no other corporate action on the part of Daimler-Benz is  
necessary to authorize this Restated Agreement or the transactions contemplated 
hereby. This Restated Agreement has been duly and validly executed and delivered
by the Representing Party and (assuming this Restated Agreement constitutes a   
valid and binding obligation of the other Representing Party and of             
DaimlerChrysler AG and assuming the Supervisory Board (AUFSICHTSRAT) approval   
referred to in the preceding sentence) is a valid and binding agreement of the  
Representing Party, enforceable against such Representing Party in accordance   
with its terms.                                                                 

 Section 5.5.  CONSENTS AND APPROVALS; NO VIOLATION.  (a) Except where the
failure to make any filing with, or to obtain any permit, authorization, consent
or approval of, any Governmental Entity would not prevent or materially delay   
the consummation of the transactions contemplated hereby or otherwise prevent   
the Representing Party from performing in all material respects its obligations 
under this Restated Agreement, or would not individually or in the aggregate    
have a Material Adverse Effect, no filing with, and no permit, authorization,   
consent or approval of, any Governmental Entity is necessary for the execution, 
delivery and performance of this Restated Agreement by the Representing Party   
and the consummation by such Representing Party of the transactions contemplated
hereby.                                                                         

(b) Neither the execution, delivery or performance of this Restated     
Agreement by the Representing Party nor the consummation by such Representing   
Party of the transactions contemplated hereby, will (i) violate or conflict with
any provision of the certificate of incorporation, Memorandum and Articles of   
Association (SATZUNG), the Management Board (VORSTAND) Rules of Procedure       
(GESCHAFTSORDNUNG) or by-laws or other similar governing documents of the       
Representing Party or any of its Subsidiaries, (ii) result in a violation or    
breach of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation, vesting,       
payment, exercise, acceleration, suspension or revocation) under any of the     
provisions of any note, bond, mortgage, deed of trust, security interest,       
indenture, license, contract, agreement, plan or other instrument or obligation 
to which the Representing Party or any of its Subsidiaries is a party or by     
which any of them or any of their properties or assets may be bound, (iii)      
violate any order, writ, injunction, decree, judgment, statute, rule or         
regulation applicable to the Representing Party or its Subsidiaries or any of   
their respective properties or assets, (iv) result in the creation or imposition
of any Encumbrance on any asset of the Representing Party or any of its         
Subsidiaries, or (v) cause the suspension or revocation of any permit, license, 
governmental authorization, consent or approval necessary for the Representing  
Party or any of its Subsidiaries to conduct its business as currently conducted,
except in the case of clauses (ii), (iii), (iv) and (v) for violations,         
breaches, defaults, terminations, cancellations, accelerations, creations,      
impositions, suspensions or revocations which would not or would not be         
reasonably likely to have, individually or in the aggregate, a Material Adverse 
Effect or prevent the consummation of the transactions contemplated hereby.     

Section 5.6.  FINANCIAL STATEMENTS; SEC FILINGS.  (a) The consolidated  
balance sheets of the Representing Party and its consolidated Subsidiaries as of
December 31, 1996 and December 31, 1997, and the related consolidated statements
of earnings cash flows for each of the two fiscal years ended December 31, 1997 
and 1996, incorporated by reference in the Annual Reports on Form 10-K in the   
case of Chrysler and the Annual Reports on Form 20-F in the case of Daimler-Benz
for the fiscal years ended December 31, 1997 and 1996, respectively, as filed   
with the SEC, and the unaudited consolidated balance sheet of Chrysler as of    
March 30, 1997, and the related unaudited consolidated statements of income and 
cash flows for the three-month period then ended included in the Quarterly      
Report on Form 10-Q of Chrysler for the quarterly period ended March 30, 1997,  
as filed with the SEC, copies of all of which have been made available by each  
Representing Party to the                                                       

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other (collectively, the "Representing Party's Financial Statements"), complied 
as to form, as of their respective dates of filing with the SEC, in all material
respects with applicable accounting requirements and the published rules and    
regulations of the SEC with respect thereto, have been prepared in accordance   
with US GAAP applied on a consistent basis, except as reflected in the          
Representing Party Financial Statements, and present fairly the consolidated    
financial position of the Representing Party and its consolidated Subsidiaries  
at the dates and the consolidated results of operations of the Representing     
Party and its Subsidiaries for the periods stated therein subject, in the case  
of unaudited interim statements, to normal year-end adjustments. The            
Representing Party Financial Statements referred to in this Restated Agreement  
shall be deemed to include any notes to such financial statements.              

    (b) Since January 1, 1996, each Representing Party and its Subsidiaries that
is required to make filings under the Securities Act of 1933, as amended (the   
"Securities Act"), or the Securities Exchange Act of 1934, as amended (the      
"Exchange Act"), has filed with the SEC all forms, reports and documents        
required to be filed by it pursuant to the Securities Act and the Exchange Act, 
all of which, as of their respective filing dates, complied in all material     
respects with all applicable requirements of the Securities Act and the Exchange
Act. Each Representing Party has heretofore made available to the other a true  
and complete copy of each final prospectus and definitive proxy statement filed 
by it or any of its Subsidiaries with the SEC since January 1, 1996, and each   
report filed by it or any of its Subsidiaries with the SEC since January 1, 1996
(the documents referred to in clauses (i) and (ii) being hereinafter referred to
as the "Representing Party's Filings" and such of the Representing Party's      
Filings as have been filed on or before the date hereof being referred to as the
"Representing Party's Pre-Agreement Filings."). None of the Representing Party's
Pre-Agreement Filings as of the respective dates on which they were filed with  
the SEC contained any untrue statement of a material fact or omitted to state a 
material fact required to be stated therein or necessary in order to make the   
statements therein, in light of the circumstances under which they were made,   
not misleading.                                                                 

  Section 5.7.  ABSENCE OF CHANGES.  Except as disclosed in the Representing
Party's Pre-Agreement Filings and except as contemplated by this Restated       
Agreement, since the date of the Representing Party's latest financial          
statements included in such Representing Party's Pre-Agreement Filings, the     
Representing Party and its Subsidiaries have conducted their respective         
businesses in the ordinary course consistent with past practice and there has   
not been:                                                                       

(a) any Material Adverse Effect;                                        

  (b) any material change in the method of accounting or accounting practice
of the Representing Party and its Subsidiaries, other than changes required by  
US GAAP;                                                                        

   (c) any direct or indirect redemption, purchase or other acquisition of any
shares of capital stock of the Representing Party or any declaration, setting   
aside or payment of any dividend or other distribution (whether in cash, stock  
or property) in respect of such capital stock, other than regular quarterly cash
dividends in the case of Chrysler and regular annual cash dividends in the case 
of Daimler-Benz;                                                                

    (d) (i) any increase in the compensation payable or to become payable by the
Representing Party or any of its Subsidiaries to any of their respective        
officers or employees, other than increases in the ordinary course of business  
and substantially consistent with past practice, increases required by union    
contracts and increases specifically approved in writing by the other           
Representing Party or (ii) any increase or modification in any bonus, pension,  
insurance or other employee benefit, plan, payment or arrangement made to, for  
or with respect to employees not in the ordinary course of business and         
consistent with past practice or (iii) entry into or amendment of any employment
agreement or other employment arrangement with any employee of the Representing 
Party or any of its Subsidiaries which employment agreement or amendment        
provides or may provide compensation and benefits in excess of $1,000,000 to any
individual in any 12-month period; or                                           

    (e) any issuance of shares of capital stock other than pursuant to currently
outstanding stock options or other similar stock based employee benefit awards. 

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   Section 5.8.  ABSENCE OF UNDISCLOSED LIABILITIES.  There are no liabilities
of the Representing Party or any of its Subsidiaries of any kind whatsoever,    
whether or not accrued and whether or not contingent or absolute, determined or 
determinable, that are material to such Representing Party and its Subsidiaries 
taken as a whole, other than (a) liabilities disclosed or provided for in such  
Representing Party's Financial Statements, (b) liabilities disclosed in the     
Representing Party's Filings or disclosed as liabilities on the Representing    
Party's Disclosure Schedule, (c) liabilities incurred on behalf of the          
Representing Party in connection with this Restated Agreement and the           
transactions contemplated hereby, (d) liabilities not required to be disclosed  
under US GAAP, and (e) liabilities incurred in the ordinary course of business  
consistent with past practice since the date of the Representing Party's latest 
financial statements included in such Representing Party's Pre-Agreement        
Filings, none of which, either individually or in the aggregate, are reasonably 
likely to have a Material Adverse Effect.                                       

   Section 5.9.  LITIGATION.  There are no claims, actions, suits, proceedings
or investigations pending or, to the knowledge of the Representing Party,       
threatened against such Representing Party or any of its Subsidiaries or any of 
their respective assets before any Governmental Entity which, individually or in
the aggregate, have a reasonable likelihood of resulting in a Material Adverse  
Effect. Neither the Representing Party nor any of its Subsidiaries is subject to
any outstanding order, writ, injunction or decree which reasonably has had or   
could be expected to have a Material Adverse Effect.                            

    Section 5.10. TAXES. (a) The Representing Party and each of its Subsidiaries
have timely filed or caused to be filed (or there has been timely filed on their
behalf) or will timely file or cause to be filed all income Tax Returns and all 
other material Tax Returns required by applicable law to be filed on or prior to
the date hereof, or requests for extensions to file such Tax Returns have been  
filed, granted and have not expired, except to the extent that such failures to 
file or to have extensions granted that remain in effect individually or in the 
aggregate would not reasonably be expected to have a Material Adverse Effect.   
All such Tax Returns are complete and accurate in all material respects, except 
to the extent that such failures to be complete or accurate individually or in  
the aggregate would not reasonably be expected to have a Material Adverse       
Effect. The Representing Party and each of its Subsidiaries have paid (or there 
has been paid on their behalf) all Taxes shown as due on such Tax Returns, and  
the most recent Representing Party's Financial Statements contained in the      
Representing Party's Filings reflect an adequate reserve in accordance with US  
GAAP for all Taxes payable by the Representing Party and its Subsidiaries for   
all taxable periods and portions thereof accrued through the date of such       
financial statements, except for inadequately reserved Taxes that individually  
or in the aggregate would not reasonably be expected to have a Material Adverse 
Effect. No deficiencies for any Tax have been proposed in writing, asserted or  
assessed, in each case by any taxing authority, against the Representing Party  
or any of its Subsidiaries for which there are not adequate reserves, except for
deficiencies that individually or in the aggregate would not reasonably be      
expected to have a Material Adverse Effect.                                     

(b) Except as contemplated by Sections 2.6, 3.6 and 8.2 of this Restated
Agreement, any amount or other entitlement that could be received (whether in   
cash or property or the vesting of property) as a result of any of the          
transactions contemplated by this Restated Agreement by any employee, officer or
director of Chrysler or any of its affiliates who is a "disqualified individual"
(as such term is defined in proposed Treasury Regulation Section 1.280G-1) under
any employee benefit plan or other compensation arrangement currently in effect 
would not be characterized as an "excess parachute payment" or a "parachute     
payment" (as such terms are defined in Section 280G(b)(1) of the Code).         

    Section 5.11. EMPLOYEE BENEFIT PLANS. (a) As soon as practicable (but in any
event within 30 business days) following the date hereof, each Representing     
Party shall provide the other with a true and complete list of each material    
deferred compensation, incentive compensation, stock purchase, stock option and 
other equity compensation plan, program, agreement or arrangement; each material
severance or termination pay, medical, surgical, hospitalization, life insurance
and other "welfare" plan, fund or program (within the meaning of Section 3(1) of
ERISA); each material profit-sharing, stock bonus or other "pension" plan, fund 
or program (within the meaning of Section 3(2) of ERISA); each material         
employment, termination or severance agreement; and each other material employee
benefit plan, fund, program, agreement or arrangement, in each case that is     

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sponsored, maintained or contributed to or required to be contributed to by the 
Representing Party or by any trade or business, whether or not incorporated (an 
"ERISA Affiliate"), that together with the Representing Party would be deemed a 
"single employer" within the meaning of Section 4001(b) of ERISA, or to which   
the Representing Party or an ERISA Affiliate is a party, whether written or     
oral, for the benefit of any employee or former employee of the Representing    
Party or any of the Representing Party's Subsidiaries and whether or not subject
to ERISA (with respect to a Representing Party, the "Plans").                   

(b) Each Plan has been administered and operated in compliance with its 
terms and applicable law in all material respects, including, without           
limitation, in accordance with the Code and ERISA and the comparable provisions 
of any foreign law.                                                             

(c) There are no liabilities of the Representing Party or any ERISA     
Affiliate with respect to any Plan, other than (i) liabilities disclosed or     
provided for in such Representing Party's Financial Statements and (ii)         
liabilities none of which, either individually or in the aggregate, are         
reasonably likely to have a Material Adverse Effect.                            

 Section 5.12. LABOR AND EMPLOYMENT MATTERS. (a) Except as contemplated by
Sections 2.6, 3.6 and 8.2 of this Restated Agreement and except for employment  
agreements and other arrangements which do not require the payment of more than 
$200,000 per person, as soon as practicable (but in any event within 30 business
days) following the date hereof, each Representing Party shall provide the other
with a true and complete list of each employment agreement or any other         
arrangement or understanding with any employee that provides for the payment of 
any consideration (including severance pay) by such Representing Party or any of
its Subsidiaries to such person as a result of the consummation of any of the   
transactions contemplated by this Restated Agreement, either alone or in        
conjunction with the termination of such person's employment.                   

 (b) (i) Except as disclosed by a Representing Party in writing as soon as
practicable (but in any event within 30 business days) following the date       
hereof, neither the Representing Party nor any of its Subsidiaries is a party   
to, or bound by, any material collective bargaining agreement or other material 
contract, agreement, arrangement or understanding with a labor union or labor   
organization; (ii) except as would not, individually or in the aggregate,       
reasonably be expected to have a Material Adverse Effect, there is no (1) unfair
labor practice, labor dispute (other than routine individual grievances) or     
labor arbitration proceeding pending or, to the knowledge of the Representing   
Party, threatened against the Representing Party or its Subsidiaries; (2)       
activity or proceeding by a labor union or representative thereof to organize   
any employees of the Representing Party or any of its Subsidiaries; or (3)      
lockout, strike, slowdown, work stoppage or threat thereof by or with respect to
such employees; and (iii) since December 31, 1997, there has not been any       
adoption or amendment in any material respect by the Representing Party or any  
of its Subsidiaries of any material collective bargaining agreement or other    
contract, agreement, arrangement or understanding with a labor union or labor   
organization. Each of the Representing Party and its Subsidiaries is in         
compliance with all laws regarding employment, employment practices, terms and  
conditions of employment and wages, except for such noncompliance that          
individually or in the aggregate would not reasonably be expected to have a     
Material Adverse Effect.                                                        

Section 5.13. INFORMATION PROVIDED BY REPRESENTING PARTY. None of the   
information provided or to be provided by the Representing Party specifically   
for inclusion or incorporation by reference in (a) the F-4 Registration         
Statement will at the date the F-4 Registration Statement is declared effective 
by the SEC contain any untrue statement of a material fact or omit to state a   
material fact required to be stated therein or necessary in order to make the   
statements therein, in light of the circumstances under which they are made, not
misleading, (b) the Proxy Statement/Prospectus will, at the date the Proxy      
Statement/Prospectus is first mailed to the Representing Party's stockholders,  
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements      
therein, in light of the circumstances under which they are made, not           
misleading, (c) the Exchange Offer Documents will, at the time of commencement  
of the Daimler-Benz Exchange Offer or at the time of the expiration date of the 
Daimler-Benz Exchange Offer, contain any untrue statement of a material fact or 
omit to state a material fact required to be stated therein or necessary in     
order to make the statements therein, in light of the circumstances under which 
they are made, not misleading, or (d) the merger report to be prepared pursuant 
to Section 8 of the German                                                      

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Transformation Act (UMWANDLUNGSGESETZ) in connection with the Daimler-Benz      
Merger will, at the time the merger report is made available to the stockholders
of Daimler-Benz in connection with the Daimler-Benz Stockholders Meeting,       
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements      
therein, in light of the circumstances under which they were made, not          
misleading. Notwithstanding the foregoing, no representation or warranty is made
by a Representing Party with respect to any statements made in the F-4          
Registration Statement, the Proxy Statement/Prospectus or the Exchange Offer    
Documents based on information provided by or on behalf of the other            
Representing Party for inclusion or incorporation by reference in such documents
or with respect to information incorporated by reference in such documents from 
any of the other Representing Party's Filings. Daimler-Benz represents and      
warrants to Chrysler that the F-4 Registration Statement and the Exchange Offer 
Documents will comply as to form with all applicable provisions of law. Chrysler
represents and warrants to Daimler-Benz that the Proxy Statement/Prospectus will
comply as to form with all applicable provisions of law.                        

Section 5.14. OWNERSHIP OF CAPITAL STOCK. To the knowledge of the       
Representing Party, neither the Representing Party nor any of its affiliates    
beneficially owns, directly or indirectly, any capital stock of the other       
Representing Party or is a party to any agreement, arrangement or understanding 
for the purpose of acquiring, holding, voting or disposing of any capital stock 
of the other Representing Party.                                                

  Section 5.15. VOTING REQUIREMENTS. (a) Chrysler represents and warrants to
Daimler-Benz that the affirmative vote at the Chrysler Stockholders Meeting,    
which shall become effective upon consummation of the Daimler-Benz Exchange     
Offer (the "Chrysler Stockholder Approval"), of the holders of a majority of all
outstanding shares of Chrysler Common Stock is the only vote of holders of any  
class or series of Chrysler capital stock necessary to approve and adopt this   
Restated Agreement and the transactions contemplated hereby, including the      
Chrysler Merger.                                                                

 (b) Daimler-Benz represents and warrants to Chrysler that the affirmative
votes at the Daimler-Benz Stockholders Meeting (the "Daimler-Benz Stockholder   
Approval") of the holders of 75% of the Daimler-Benz Ordinary Shares represented
at the Daimler-Benz Stockholders Meeting to approve and adopt (i) this Restated 
Agreement and the transactions contemplated hereby, including the Daimler-Benz  
Exchange Offer, and (ii) the Daimler-Benz Merger are the only votes of the      
holders of any class or series of Daimler-Benz capital stock necessary for the  
consummation of the transactions contemplated by this Restated Agreement.       

   Section 5.16. ACCOUNTING MATTERS. To its knowledge neither the Representing
Party nor any of its affiliates (as such term is used in Section 9.10) has taken
or agreed to take any action that would prevent the transactions contemplated by
this Restated Agreement from being accounted for as a "pooling-of-interests"    
under APB No. 16 and the Representing Party has no reason to believe that such  
transactions will not qualify for "pooling-of-interests" accounting treatment   
under APB No. 16.                                                               

Section 5.17. OPINION OF FINANCIAL ADVISORS. Chrysler represents and    
warrants to Daimler-Benz that Chrysler has received the opinion of CSFB, to the 
effect that, as of May 7, 1998, the U.S. Exchange Ratio is fair from a financial
point of view to the holders of shares of Chrysler Common Stock (other than     
Daimler-Benz and its affiliates). Daimler-Benz represents and warrants to       
Chrysler that Daimler-Benz has received the opinion of Goldman Sachs, to the    
effect that, as of May 7, 1998, the Daimler-Benz Exchange Ratio pursuant to this
Restated Agreement is fair from a financial point of view to the holders of     
Daimler-Benz Ordinary Shares. For purposes of the opinion as expressed in this  
Restated Agreement, the term "Daimler-Benz Exchange Ratio" means the            
Daimler-Benz Exchange Offer Ratio and the Daimler-Benz Merger Exchange Ratio,   
collectively, after taking into account the Chrysler Merger.                    

 Section 5.18. FINDERS AND ADVISORS. Except for Goldman Sachs and Deutsche
Bank AG, whose fees shall be the sole responsibility of Daimler-Benz, and CSFB, 
whose fees shall be the sole responsibility of Chrysler, no financial advisor,  
broker, agent or finder has been retained by either Representing Party in       
connection with this Restated Agreement or any transaction contemplated hereby, 
and no such financial advisor, broker, agent or finder is entitled to any fee or
other compensation on account of this Restated Agreement or any transaction     
contemplated hereby.                                                            

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    Section 5.19. STATE TAKEOVER STATUTES; STOCKHOLDER RIGHTS PLAN. (a) Chrysler
represents and warrants to Daimler-Benz that its Board of Directors has taken   
all action necessary to ensure that Section 203 of the DGCL does not apply to   
this Restated Agreement and the transactions contemplated hereby.               

(b) Chrysler represents and warrants to Daimler-Benz that its Board of  
Directors has amended the Rights Agreement, dated as of February 5, 1998,       
between Chrysler and First Chicago Trust Company of New York (the "Chrysler     
Rights Agreement") to render it inapplicable to the transactions contemplated by
this Restated Agreement.                                                        

ARTICLE VI

DAIMLERCHRYSLER AG REPRESENTATIONS AND WARRANTIES 

DaimlerChrysler AG represents and warrants to Chrysler as follows:      

Section 6.1. CORPORATE ORGANIZATION. DaimlerChrysler AG is an           
AKTIENGESELLSCHAFT duly incorporated and validly existing under the laws of the 
Federal Republic of Germany and has the corporate power and authority to own,   
operate and lease all of its properties and assets and to carry on its business 
as it is now being conducted or presently proposed to be conducted.             

Section 6.2. CAPITAL STOCK. As of the date hereof, (a) 20,000           
DaimlerChrysler Ordinary Shares were issued and outstanding and owned by Sal.   
Oppenheim jr. & Cie.; and (b) no other shares of capital stock were issued or   
outstanding. Except as set forth in this Section 6.2, (1) there are not issued, 
reserved for issuance or outstanding (i) any shares of capital stock or other   
voting securities of DaimlerChrysler AG, (ii) any securities of DaimlerChrysler 
AG convertible into or exchangeable or exercisable for shares of capital stock  
or voting securities of DaimlerChrysler AG, or (iii) any warrants, calls,       
options or other rights to acquire from DaimlerChrysler AG, or any obligation of
DaimlerChrysler AG to issue, any capital stock, voting securities or securities 
convertible into or exchangeable for or exercisable for capital stock or voting 
securities of DaimlerChrysler AG, and (2) there are no outstanding obligations  
of DaimlerChrysler AG to repurchase, redeem or otherwise acquire any such       
securities or to issue, deliver or sell, or cause to be issued, delivered or    
sold, any such securities.                                                      

Section 6.3. AUTHORITY. DaimlerChrysler AG has the corporate power and  
authority to enter into this Restated Agreement and to carry out its obligations
hereunder. The execution and delivery and, subject to completion of the actions 
to be performed pursuant to Section 9.16, the performance of this Restated      
Agreement by DaimlerChrysler AG and the consummation by DaimlerChrysler AG of   
the transactions contemplated hereby have been duly authorized by the general   
meeting of stockholders (HAUPTVERSAMMLUNG) of DaimlerChrysler AG, by the        
Supervisory Board (AUFSICHTSRAT) of DaimlerChrysler AG and by the Management    
Board (VORSTAND) of DaimlerChrysler AG, and no other corporate action on the    
part of DaimlerChrysler AG is necessary to authorize this Restated Agreement or 
the transactions contemplated hereby. This Restated Agreement has been duly and 
validly executed and delivered by DaimlerChrysler AG and (assuming this Restated
Agreement constitutes a valid and binding obligation of Daimler-Benz and        
Chrysler and, upon the actions required by Section 9.16 being taken) is a valid 
and binding agreement of DaimlerChrysler AG, enforceable against DaimlerChrysler
AG in accordance with its terms. DaimlerChrysler AG has made available to       
Daimler-Benz and Chrysler true and complete copies of its Memorandum and        
Articles of Association (SATZUNG) and an English translation thereof.           

Section 6.4. CONSENTS AND APPROVALS; NO VIOLATION. (a) Except where the 
failure to make any filing with, or to obtain any permit, authorization, consent
or approval of, any Governmental Entity would not prevent or delay the          
consummation of the transactions contemplated hereby or otherwise prevent       
DaimlerChrysler AG from performing its obligations under this Restated          
Agreement, no filing with, and no permit, authorization, consent or approval of,
any Governmental Entity is necessary for the execution, delivery and performance
of this Restated Agreement by DaimlerChrysler AG and the consummation by        
DaimlerChrysler AG of the transactions contemplated hereby.                     

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(b) Neither the execution, delivery or performance of this Restated     
Agreement by DaimlerChrysler AG nor the consummation by DaimlerChrysler AG of   
the transactions contemplated hereby, will (i) violate or conflict with any     
provision of the Memorandum and Articles of Association (SATZUNG) of            
DaimlerChrysler AG, (ii) result in a violation or breach of, or constitute (with
or without due notice or lapse of time or both) a default (or give rise to any  
right of termination, cancellation, vesting, payment, exercise, acceleration,   
suspension or revocation) under any of the provisions of any note, bond,        
mortgage, deed of trust, security interest, indenture, license, contract,       
agreement, plan or other instrument or obligation to which DaimlerChrysler AG is
a party or by which it or any of its properties or assets may be bound, (iii)   
violate any order, writ, injunction, decree, judgment, statute, rule or         
regulation applicable to DaimlerChrysler AG or any of its respective properties 
or assets, (iv) result in the creation or imposition of any Encumbrance on any  
asset of DaimlerChrysler AG, or (v) cause the suspension or revocation of any   
permit, license, governmental authorization, consent or approval necessary for  
DaimlerChrysler AG to conduct its business as currently conducted.              

Section 6.5. INFORMATION PROVIDED BY DAIMLERCHRYSLER AG. None of the    
information provided or to be provided by DaimlerChrysler AG specifically for   
inclusion or incorporation by reference in (a) the F-4 Registration Statement   
will, at the date the F-4 Registration Statement is declared effective by the   
SEC, contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements 
therein, in light of the circumstances under which they are made, not           
misleading, (b) the Proxy Statement/Prospectus will, at the date the Proxy      
Statement/Prospectus is first mailed to the Chrysler stockholders, contain any  
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they are made, not misleading, (c) the report  
to be prepared pursuant to Section 183(3) of the German Stock Corporation Law   
(AKTIENGESETZ) in connection with the U.S. Share Exchange will, at the time of  
delivery of the report to the commercial register, and the report to be prepared
pursuant to Section 52(3) of the German Stock Corporation Law (AKTIENGESETZ) in 
connection with the U.S. Share Exchange will, at the time of its presentation to
the general meeting of stockholders of DaimlerChrysler AG, contain any untrue   
statement of a material fact or omit to state a material fact required to be    
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading, or (d) the        
Exchange Offer Documents will, at the time of commencement of the Daimler-Benz  
Exchange Offer or on the Daimler-Benz Exchange Offer Expiration Date, the report
to be prepared pursuant to Section 183(3) of the German Stock Corporation Law   
(AKTIENGESETZ) in connection with the German Share Exchange will, at the time of
delivery of the report to the commercial register, and the report to be prepared
pursuant to Section 52(3) of the German Stock Corporation Law (AKTIENGESETZ) in 
connection with the German Share Exchange will, at the time of its presentation 
to the general meeting of stockholders (HAUPTVERSAMMLUNG) of DaimlerChrysler AG 
and at the time of its filing with the commercial register (HANDELSREGISTER),   
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements      
therein, in light of the circumstances under which they are made, not           
misleading. Notwithstanding the foregoing, no representation or warranty is made
by DaimlerChrysler AG with respect to any statements made in the F-4            
Registration Statement, the Proxy Statement/Prospectus or the Exchange Offer    
Documents based on information provided by or on behalf of Chrysler for         
inclusion or incorporation by reference in such documents or with respect to    
information incorporated by reference in such documents from any of the         
Representing Party's Filings. The F-4 Registration Statement and the Exchange   
Offer Documents will comply as to form with all applicable provisions of law.   

    Section 6.6. OWNERSHIP OF CAPITAL STOCK. To the knowledge of DaimlerChrysler
AG, neither DaimlerChrysler AG nor any of its Subsidiaries beneficially owns,   
directly or indirectly, any capital stock of Daimler-Benz or Chrysler or is a   
party to any agreement, arrangement or understanding for the purpose of         
acquiring, holding, voting or disposing of any capital stock of Daimler-Benz or 
Chrysler, other than as contemplated by this Restated Agreement.                

    Section 6.7. ACCOUNTING MATTERS. To its knowledge neither DaimlerChrysler AG
nor any of its affiliates (as such term is used in Section 9.10) has taken or   
agreed to take any action that would prevent the transactions                   

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contemplated by this Restated Agreement from being accounted for as a           
"pooling-of-interests" under APB No. 16, and DaimlerChrysler AG has no reason to
believe that such transactions will not qualify for "pooling-of-interests"      
accounting treatment under APB No. 16.                                          

  Section 6.8. NO PRIOR ACTIVITIES. DaimlerChrysler AG was formed solely for
the purpose of engaging in the transactions contemplated by this Restated       
Agreement, has no Subsidiaries and has undertaken no business or activities     
other than in connection with entering into this Restated Agreement and engaging
in the transactions contemplated hereby.                                        

ARTICLE VII 

CONDUCT OF BUSINESS PENDING THE EFFECTIVE TIME

 From the date of this Restated Agreement until the Effective Time, unless
the other parties shall agree in writing or except as otherwise contemplated by 
this Restated Agreement or Section 7 of the Representing Party's Disclosure     
Schedule, each of the parties hereto shall, and shall cause their respective    
Subsidiaries to, conduct their respective businesses in the ordinary course     
substantially consistent with past practices and shall use all reasonable       
efforts to preserve intact their business organizations and relationships with  
third parties (including but not limited to their respective relationships with 
customers, suppliers, employees and business partners) and to keep available the
services of their present officers and key employees. Without limiting the      
generality of the foregoing, except as otherwise contemplated by this Restated  
Agreement or except as contemplated by the agenda published for the annual      
general meeting of Daimler-Benz, a copy of which has been previously provided by
Daimler-Benz, from the date of this Restated Agreement until the Effective Time,
without the prior written consent of Chrysler, in the case of any action        
proposed to be taken by Daimler-Benz or any Subsidiary of Daimler-Benz, or by   
Daimler-Benz, in the case of any action proposed to be taken by Chrysler or any 
Subsidiary of Chrysler, or by Chrysler and Daimler-Benz, in the case of any     
action proposed to be taken by DaimlerChrysler AG (which consent will not be    
unreasonably withheld or delayed by any party from whom it is requested):       

(a) none of the parties shall, and each shall cause its respective      
Significant Subsidiaries not to, adopt or propose any amendment to its          
certificate of incorporation, bylaws, Memorandum and Articles of Association    
(SATZUNG) or other similar governing documents;                                 

(b) none of the parties shall, and each shall cause its respective      
Subsidiaries not to (i) declare, set aside or pay any dividend or other         
distribution with respect to any shares of its capital stock, except in the case
of Chrysler for regular quarterly cash dividends on the outstanding shares of   
Chrysler Common Stock and in the case of Daimler-Benz for the regular annual    
cash dividend on the outstanding Daimler-Benz Ordinary Shares of DM 1.60 per    
Ordinary Share, the Special Distribution and the Rights Offering and except for 
cash dividends or distributions by a Subsidiary to its parent, (ii) split,      
combine or reclassify any of its shares of capital stock, or (iii) issue or     
authorize the issuance of any other securities in respect of, in lieu of or in  
substitution for shares of such party's or such party's Subsidiary's capital    
stock, except for (1) the issuance of shares of Chrysler Common Stock by        
Chrysler and Daimler-Benz Ordinary Shares by Daimler-Benz upon conversion of    
such party's convertible securities or upon the exercise of stock options or    
other rights to acquire such party's capital stock, in each case which          
securities, options and rights are outstanding as of the date hereof and such   
issuance is made in accordance with the terms of such securities, options and   
rights in effect on the date of this Restated Agreement; (2) the grant of not   
more than 100,000 options to purchase shares of Chrysler Common Stock in the    
ordinary course of business; (3) the issuance of Daimler-Benz Ordinary Shares   
and Daimler-Benz ADSs in connection with the Rights Offering; (4) the issuance  
of not more than 2 million Daimler-Benz Ordinary Shares pursuant to             
Daimler-Benz's Employee Share Purchase Program and (5) the issuance by          
Daimler-Benz of up to a maximum of 10,000,000 Daimler-Benz Ordinary Shares      
pursuant to The Stock Option Plan of the Daimler-Benz Group (1998);             

(c) none of the parties shall, and each shall cause its respective      
Subsidiaries not to, repurchase, redeem or otherwise acquire any shares of      
capital stock or other equity or equity equivalent securities of, or other      

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ownership interests in, such party or such Subsidiary, except that Chrysler may 
redeem the Chrysler Preferred Stock in accordance with Section 2.7;             

  (d) none of the parties shall, and none of the parties shall permit any of
its Subsidiaries to, issue, deliver, sell, pledge or otherwise encumber or      
subject to any Encumbrance any shares of its capital stock, any of its other    
voting securities or any of its securities convertible into, or any rights,     
warrants or options to acquire, any such shares, voting securities or           
convertible securities, except as expressly provided in clause (iii) of         
paragraph (b) above and except for the issuance by Chrysler of Chrysler Common  
Stock in connection with the Chrysler Stock Issuance as provided in Section 9.3;

  (e) none of the parties shall, and none of the parties shall permit any of
its Subsidiaries to, merge or consolidate with any other person or acquire a    
material amount of assets of or make a material investment in or otherwise      
engage in any similar extraordinary business transaction with any other person, 
except for transactions in the automotive or automotive finance businesses in   
which the party or its Subsidiaries are currently engaged;                      

  (f) none of the parties shall, and none of the parties shall permit any of
its Subsidiaries to, sell, lease, license or otherwise surrender, relinquish or 
dispose of (i) any facility owned or leased by such party or its Subsidiary and 
material to such party and its Subsidiaries taken as a whole or (ii) any assets 
or property which are material to such party and its Subsidiaries taken as a    
whole, except pursuant to existing contracts or commitments (the terms of which 
have been disclosed to the other party hereto prior to the date hereof);        

(g) none of the parties shall, and none of the parties shall permit any 
Subsidiary to, incur any indebtedness for borrowed money or issue any debt      
securities or assume, guarantee or endorse, or otherwise as an accommodation    
become responsible for the obligations of any person for borrowed money, except 
for indebtedness which will not cause an adverse change in the ratings of the   
party's or its Subsidiaries' rated debt securities by Standard & Poor's Ratings 
Services and by Moody's Investor Service, Inc. from those in effect as of the   
date hereof;                                                                    

  (h) none of the parties shall, and none of the parties shall permit any of
its Subsidiaries to, take any action that would reasonably be expected to cause 
(1) the Chrysler Exchange to (a) fail to qualify as a reorganization within the 
meaning of Section 368(a) of the Code or (b) when integrated with the           
Daimler-Benz Exchange Offer and taking into account the Daimler-Benz Merger,    
fail to be treated as a transaction described in Section 351(a) of the Code; (2)
the Daimler-Benz Exchange Offer to (a) when integrated with the Chrysler        
Exchange, fail to be treated as a transaction described in Section 351(a) of the
Code or (b) if integrated with the Daimler-Benz Merger, fail to qualify as a    
reorganization within the meaning of Section 368(a) of the Code; or (3) the     
Daimler-Benz Exchange Offer or the Daimler-Benz Merger to result in the         
recognition of any gain or loss by DaimlerChrysler AG, Daimler-Benz or          
stockholders of Daimler-Benz under German law;                                  

  (i) none of the parties shall, and none of the parties shall permit any of
its Significant Subsidiaries to, take any actions which would, or would be      
reasonably likely to, prevent accounting for the transactions contemplated by   
this Restated Agreement in accordance with the "pooling of interests" method of 
accounting under the requirements of APB No. 16;                                

  (j) none of the parties shall, and none of the parties shall permit any of
its Significant Subsidiaries to, take any action that would cause any of the    
representations and warranties set forth in Article V to be untrue or incorrect 
in any material respect; and                                                    

  (k) none of the parties shall, and none of the parties shall permit any of
its Significant Subsidiaries to, authorize, agree or commit to do any of the    
foregoing.                                                                      

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ARTICLE VIII

EMPLOYEE BENEFIT MATTERS

   Section 8.1. DAIMLERCHRYSLER AG RETENTION/PERSONNEL POLICY. In general, and
subject to the specific provisions of this Article VIII, Daimler-Benz, Chrysler 
and DaimlerChrysler AG have agreed that, consistent with the practices of       
Daimler-Benz and Chrysler, DaimlerChrysler AG will seek to attract and retain   
superior quality executive, managerial, technical and administrative personnel  
in every market in which it conducts activities and will generally implement    
compensation and benefit plans and policies necessary to achieve this objective.
It is the specific intention that DaimlerChrysler AG's compensation and benefit 
programs (including stock options) will be competitive with those provided      
generally in the U.S. domestic automotive and automotive finance industry and   
the German automotive and automotive finance industry, respectively, both with  
respect to the type and variety of programs as well as the level of benefits    
afforded.                                                                       

 Section 8.2. BENEFITS. (a) For at least two years following the Effective
Time (such period, the "Initial Period"), DaimlerChrysler AG shall provide or   
cause to be provided to current and former employees and directors of Chrysler  
and its Subsidiaries and Daimler-Benz and its Subsidiaries compensation and     
benefits that are at least as favorable in the aggregate as the compensation and
benefits they were entitled to receive immediately prior to the Effective Time  
(including, without limitation, benefits pursuant to pension plans, savings     
plans, medical plans and programs, lay-off policies, deferred compensation      
arrangements and retiree benefit plans, policies and arrangements); PROVIDED    
that, with respect to employees who are subject to collective bargaining, all   
benefits shall be provided in accordance with the applicable collective         
bargaining or other labor agreements. DaimlerChrysler AG shall honor, and shall 
cause its Subsidiaries to honor, pursuant to their terms all employee benefit   
obligations to current and former employees and directors of Chrysler and       
Daimler-Benz.                                                                   

  (b) From and after the Effective Time, DaimlerChrysler AG shall, and shall
cause its Subsidiaries to, recognize service with Chrysler and Chrysler's       
Subsidiaries and Daimler-Benz and Daimler-Benz's Subsidiaries prior to the      
Effective Time for all purposes (including, without limitation, eligibility to  
participate, vesting, benefit accrual, eligibility to commence benefits         
(including, without limitation, subsidized early retirement benefits) and       
severance) under any benefit plans of DaimlerChrysler AG or its Subsidiaries in 
which the particular employee or former employee of Chrysler or Daimler-Benz (or
their respective Subsidiaries) participates; PROVIDED, HOWEVER, that the        
foregoing shall not result in any duplication of benefits. From and after the   
Effective Time, DaimlerChrysler AG shall, and shall cause its Subsidiaries to,  
recognize any and all out-of-pocket expenses of each employee or former employee
of Chrysler and Chrysler's Subsidiaries and Daimler-Benz and Daimler-Benz's     
Subsidiaries for purposes of determining such employee's, former employee's,    
beneficiary's and dependent's deductible and copayment expenses.                

    (c) Without limiting the generality of the foregoing, for at least two years
following the Effective Time, DaimlerChrysler AG shall provide or cause to be   
provided to retirees and employees of Chrysler and its Subsidiaries and         
Daimler-Benz and its Subsidiaries who, as of the Effective Time, have satisfied 
the age and service requirements, or are within five years of satisfying the age
and service requirements, for eligibility to receive retiree medical and life   
insurance benefits under the benefit plans, policies and arrangements of        
Chrysler and its Subsidiaries or Daimler-Benz and its Subsidiaries, as the case 
may be (the "Eligible Retirees"), retiree medical and life insurance benefits   
that are at least as favorable as the retiree medical and life insurance        
benefits provided under such plans, policies and arrangements immediately prior 
to the Effective Time. DaimlerChrysler AG shall not, and shall cause its        
Subsidiaries not to, amend, modify or terminate any retiree medical and life    
insurance benefits provided to Eligible Retirees during any two-year period     
after the initial two-year period in a manner that would increase the cost of   
such benefits to retirees, their dependents and beneficiaries by more than 20%  
during any such two-year period.                                                

Section 8.3. EMPLOYMENT AGREEMENTS. (a) Except as otherwise expressly   
provided in this Restated Agreement, from and after the Effective Time,         
DaimlerChrysler AG shall honor, and shall cause its Subsidiaries to honor, in   
accordance with its terms, each existing employment, severance and termination  
agreement between Daimler-Benz or Chrysler or any of their respective           
Subsidiaries, and any officer, director or employee of any                      

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such company, so long as such agreement shall have been identified to the other 
party in accordance with Section 5.11(a) or 5.12 of this Restated Agreement, if 
required to be so identified, and to the extent such terms are in effect on the 
date hereof. To the extent that any such employment, severance or termination   
agreement can be unilaterally amended by the Representing Party, DaimlerChrysler
AG agrees not to amend, and to cause its Subsidiaries not to amend, any such    
plan or agreement prior to the second anniversary of the Effective Time in a    
manner that will reduce or otherwise impair the benefits that would be payable  
to any employee pursuant to such plan or agreement who is covered thereby.      

    (b) At or prior to the Effective Time, DaimlerChrysler AG shall recommend to
its Supervisory Board (AUFSICHTSRAT) that DaimlerChrysler AG, represented by its
Supervisory Board, enter into employment agreements (DIENSTVERTRAG)             
substantially in the form previously provided by Daimler-Benz to Chrysler with  
the Daimler-Benz and Chrysler officers identified on Exhibit E.                 

ARTICLE IX

ADDITIONAL AGREEMENTS 

  Section 9.1. NO SOLICITATION. (a) Neither party shall, nor shall it permit
any of its Subsidiaries to, nor shall it authorize or permit any of its         
directors, officers or employees or any investment banker, financial advisor,   
attorney, accountant or other representative retained by it or any of its       
Subsidiaries to, directly or indirectly through another person, (i) solicit,    
initiate or encourage (including by way of furnishing information), or take any 
other action designed to facilitate, any inquiries or the making of any proposal
which constitutes a Takeover Proposal or (ii) participate in any discussions or 
negotiations regarding, or furnish to any person any information with respect to
a Takeover Proposal; PROVIDED, that if the party's Board of Directors (or the   
Management Board (VORSTAND) in the case of Daimler-Benz) determines in good     
faith, after receiving the advice of outside counsel, that its failure to do so 
may result in a breach of its fiduciary duties to its stockholders under        
applicable law, such party may, in response to a Takeover Proposal which was not
solicited by it, which did not otherwise result from a breach of this Section   
9.1(a) and which is made or received prior to the effectiveness of the Chrysler 
Stockholder Approval (in the case of a Takeover Proposal relating to Chrysler)  
or the Daimler-Benz Stockholder Approval (in the case of a Takeover Proposal    
relating to Daimler-Benz), and subject to providing to the other party prior    
written notice of its decision to take such action and of such party's          
compliance with Section 9.1(c), (x) furnish information with respect to such    
party and its Subsidiaries to any person making a Takeover Proposal pursuant to 
a customary confidentiality agreement (as determined by such party after        
receiving the advice of its outside counsel) and (y) participate in discussions 
or negotiations regarding such Takeover Proposal. Each party shall promptly     
notify the other party of any Takeover Proposal (including, without limitation, 
the material terms and conditions thereof and the identity of the person making 
it) as promptly as practicable after its receipt thereof and shall thereafter   
inform the other party of any material change in the status of any discussions  
or negotiations with such third party, and any material changes to the terms and
conditions of such Takeover Proposal and shall promptly give the other party a  
copy of any business or financial information related to Chrysler or            
Daimler-Benz, as the case may be, delivered to such person which has not        
previously been reviewed by such other party. For purposes of this Restated     
Agreement, "Takeover Proposal" means any BONA FIDE inquiry, proposal or offer   
from any person relating to any (1) tender or exchange offer involving 25% or   
more of the capital stock of such party, (2) merger, consolidation or other     
business combination involving such party or any of its Significant             
Subsidiaries, (3) direct or indirect acquisition or purchase of a business that 
constitutes 25% or more of the assets of such party and its Subsidiaries, taken 
as a whole, or 25% or more of the equity securities of the party, (4)           
recapitalization or restructuring of such party or any of its Significant       
Subsidiaries, or (5) other transaction similar to any of the foregoing with     
respect to such party or any of its Significant Subsidiaries, other than the    
transactions contemplated by this Restated Agreement. Effective as of the date  
of this Restated Agreement, each party shall immediately terminate any          
discussions or negotiations with any other third parties, if any, that may be   
currently in progress with respect to any Takeover Proposal and shall request   
that all confidential information furnished on behalf of such party to any such 
third parties be returned.                                                      

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   (b) Except as expressly permitted by this Section 9.1, neither the Board of
Directors of Chrysler or any committee thereof nor Daimler-Benz by its          
Management Board (VORSTAND) or any committee thereof shall (i) withdraw or      
modify, or propose publicly to withdraw or modify, in a manner adverse to the   
other party, the approval or recommendation by such Board of Directors or       
Management Board (VORSTAND) or any such committee of the transactions           
contemplated by this Restated Agreement, (ii) approve or recommend, or propose  
publicly to approve or recommend, any Takeover Proposal, or (iii) cause its     
company to enter into any letter of intent, agreement in principle, acquisition 
agreement or other similar agreement (each, an "Acquisition Agreement") related 
to any Takeover Proposal. Notwithstanding the foregoing, at any time prior to   
the effectiveness of the Chrysler Stockholder Approval (in the case of Chrysler)
or the Daimler-Benz Stockholder Approval (in the case of Daimler-Benz), (x) the 
Board of Directors of Chrysler, to the extent that it determines in good faith, 
after receiving the advice of outside counsel, that its failure to do so may    
result in a breach of its fiduciary duties to Chrysler's stockholders under     
applicable law, may (subject to this and the following sentences) terminate this
Restated Agreement solely in order to concurrently enter into an Acquisition    
Agreement with respect to any Superior Proposal, but only at a time that is     
after the third business day following Daimler-Benz's receipt of written notice 
advising Daimler-Benz that the Board of Directors of Chrysler is prepared to    
accept a Superior Proposal, specifying the material terms and conditions of such
Superior Proposal and identifying the person making such Superior Proposal, and 
(y) the Management Board (VORSTAND) of Daimler-Benz, to the extent that it      
determines in good faith, after receiving the advice of outside counsel, that   
its failure to do so may result in a breach of its fiduciary duties to          
Daimler-Benz's stockholders under applicable law, may (subject to this and the  
following sentence) terminate this Restated Agreement solely in order to        
concurrently enter into an Acquisition Agreement with respect to a Superior     
Proposal, but only at a time that is after the third business day following     
Chrysler's receipt of written notice advising Chrysler that such Board is       
prepared to accept a Superior Proposal, specifying the material terms and       
conditions of such Superior Proposal and identifying the person making such     
Superior Proposal. For purposes of this Restated Agreement, "Superior Proposal" 
means any Takeover Proposal on terms that the Board of Directors of Chrysler or 
the Management Board (VORSTAND) of Daimler-Benz, as the case may be, determines 
in its good faith judgment (after receiving the advice of its financial advisor)
to be a superior financial alternative to that party's stockholders when        
compared as a whole with the transactions contemplated by this Restated         
Agreement and for which financing, to the extent required, is then committed or 
which, in the good faith judgment of such Board after receiving the advice of   
its financial advisor, is reasonably likely to be obtained by such third party. 

  (c) Nothing contained in this Section 9.1 shall prohibit either party from
taking and disclosing to its stockholders a position contemplated by Rule       
14e-2(a) promulgated under the Exchange Act or from making any disclosure to its
stockholders if, in the good faith judgment of the Board of Directors of        
Chrysler, in the case of Chrysler, or the Management Board (VORSTAND) or the    
Supervisory Board (AUFSICHTSRAT) of Daimler-Benz, in the case of Daimler-Benz,  
after consultation with outside counsel, failure so to disclose may be          
inconsistent with its obligations under applicable law.                         

Section 9.2. PREPARATION OF THE F-4 REGISTRATION STATEMENT, THE PROXY   
STATEMENT/PROSPECTUS AND THE U.S. EXCHANGE OFFER DOCUMENTS; STOCKHOLDERS        
MEETINGS. (a) As soon as practicable following the date of this Restated        
Agreement, (i) Chrysler, Daimler-Benz and DaimlerChrysler AG shall prepare and  
file with the SEC the preliminary Proxy Statement/Prospectus, (ii) Daimler-Benz 
and DaimlerChrysler AG shall prepare and file with the SEC the F-4 Registration 
Statement, and (iii) Daimler-Benz and DaimlerChrysler AG shall prepare and file 
with the SEC the U.S. Exchange Offer Documents. Each of Chrysler, Daimler-Benz  
and DaimlerChrysler AG shall use reasonable best efforts to have the F-4        
Registration Statement declared effective under the Securities Act as promptly  
as practicable after such filing. Chrysler shall use reasonable best efforts to 
cause the Proxy Statement/Prospectus to be delivered to Chrysler's stockholders,
Daimler-Benz shall use reasonable best efforts to cause the Proxy               
Statement/Prospectus to be delivered to Daimler-Benz's stockholders, and        
Daimler-Benz and DaimlerChrysler AG shall use reasonable best efforts to cause  
the Exchange Offer Documents to be delivered to Daimler-Benz's stockholders     
(including the holders of the Daimler-Benz ADRs), in each case as promptly as   
practicable after the F-4 Registration Statement is declared effective under the
Securities Act. Daimler-Benz and DaimlerChrysler AG shall also take any action  
reasonably required to be taken under any applicable state                      

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securities laws in connection with the issuance of DaimlerChrysler Ordinary     
Shares in the Daimler-Benz Exchange Offer, the U.S. Share Exchange, the Chrysler
Merger and the Daimler-Benz Merger, and Chrysler shall furnish all information  
concerning Chrysler and the holders of Chrysler Common Stock as may be          
reasonably requested in connection with any such action. No filing of, or       
amendment or supplement to, the F-4 Registration Statement, the Proxy           
Statement/Prospectus or the Exchange Offer Documents shall be made by           
Daimler-Benz or DaimlerChrysler AG without providing Chrysler the opportunity to
review and comment thereon. Each of Daimler-Benz and DaimlerChrysler AG shall   
advise Chrysler, promptly after it receives notice thereof, of the time when the
F-4 Registration Statement has become effective or any supplement or amendment  
has been filed, the issuance of any stop order, the suspension of the           
qualification of the DaimlerChrysler Ordinary Shares issuable in connection with
the Daimler-Benz Exchange Offer, the U.S. Share Exchange, the Chrysler Merger or
the Daimler-Benz Merger for offering or sale in any jurisdiction, or any request
by the SEC for amendment of the Proxy Statement/Prospectus or the F-4           
Registration Statement or comments thereon and responses thereto or requests by 
the SEC for additional information. If at any time prior to the Effective Time  
any information relating to Chrysler, Daimler-Benz or DaimlerChrysler AG, or any
of their respective affiliates, officers or directors, is discovered by         
Chrysler, Daimler-Benz or DaimlerChrysler AG, which should be set forth in an   
amendment or supplement to any of the F-4 Registration Statement, the Proxy     
Statement/Prospectus or the Exchange Offer Documents, so that any of such       
documents would not include any misstatement of a material fact or omit to state
any material fact necessary to make the statements therein, in light of the     
circumstances under which they were made, not misleading, the party that        
discovers such information shall promptly notify the other parties hereto and an
appropriate amendment or supplement describing such information shall be        
promptly filed with the SEC and, to the extent required by law, disseminated to 
the stockholders of Chrysler and Daimler-Benz.                                  

 (b) Chrysler shall, as promptly as practicable after the F-4 Registration
Statement is declared effective under the Securities Act, give notice of,       
convene and hold a meeting of its stockholders (the "Chrysler Stockholders      
Meeting") in accordance with the DGCL for the purpose of obtaining the Chrysler 
Stockholder Approval and, subject to its rights to terminate this Restated      
Agreement pursuant to Section 11.1(f), shall, through its Board of Directors,   
recommend to its stockholders the approval and adoption of this Restated        
Agreement, the Chrysler Merger and the other transactions contemplated hereby.  
The Chrysler Stockholders Meeting shall be scheduled and, if necessary,         
adjourned as appropriate so that the vote necessary to obtain the Chrysler      
Stockholder Approval occurs simultaneously with the Daimler-Benz Stockholder    
Approval.                                                                       

(c) Daimler-Benz shall, as promptly as practicable after the F-4        
Registration Statement is declared effective under the Securities Act, give     
notice of, convene and hold a meeting of its stockholders (the "Daimler-Benz    
Stockholders Meeting") in accordance with the GSCL for the purpose of obtaining 
the Daimler-Benz Stockholder Approval and, subject to its rights to terminate   
this Restated Agreement pursuant to Section 11.1(d), shall, through its         
Management Board (VORSTAND) and Supervisory Board (AUFSICHTSRAT), recommend to  
its stockholders the approval and adoption of this Restated Agreement, the      
Daimler-Benz Exchange Offer, the Daimler-Benz Merger and the other transactions 
contemplated hereby. The Daimler-Benz Stockholders Meeting shall be scheduled   
and, if necessary, adjourned as appropriate so that the Daimler-Benz Stockholder
Approval occurs simultaneously with the Chrysler Stockholder Approval.          

    Section 9.3. CHRYSLER STOCK ISSUANCE. Prior to the Effective Time and unless
the Minimum Condition has been changed to the 80% Minimum, Chrysler shall issue 
and sell, in such manner as Chrysler reasonably determines and is reasonably    
acceptable to Daimler-Benz, approximately 30 million shares of Chrysler Common  
Stock (or such greater or lesser number as will allow the Mergers to be         
accounted for as a "pooling-of-interests" under APB No. 16 and applicable SEC   
rules and regulations) (the "Chrysler Stock Issuance"). The Chrysler Stock      
Issuance shall be accomplished on such terms and conditions as Chrysler         
reasonably believes are appropriate and are reasonably acceptable to            
Daimler-Benz. Daimler-Benz and Chrysler shall cooperate with each other with    
respect to the Chrysler Stock Issuance. Shares of Chrysler Common Stock sold and
issued pursuant to the Chrysler Stock Issuance shall be treated for all purposes
as issued and outstanding shares of Chrysler Common Stock at the Effective Time.

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    Section 9.4. ACCOUNTANTS' COMFORT LETTERS. Each of Daimler-Benz and Chrysler
shall use their reasonable best efforts to cause to be delivered to the other   
two letters from their respective independent accountants, one dated a date     
within two business days before the date on which the F-4 Registration Statement
shall become effective and one dated a date within two business days before the 
Effective Time, in form and substance reasonably satisfactory to the recipient  
and customary in scope and substance for comfort letters delivered by           
independent accountants in connection with registration statements similar to   
the F-4 Registration Statement.                                                 

    Section 9.5. ACCOUNTANTS' POOLING LETTERS. Each of Daimler-Benz and Chrysler
shall use their reasonable best efforts to cause to be delivered to each other  
and their respective accountants a letter from the other's independent          
accountants addressed to Daimler-Benz and Chrysler, dated as of the date the F-4
Registration Statement is declared effective and as of the Closing Date, stating
that accounting for the Mergers as a "pooling-of-interests" under APB No. 16 and
applicable SEC rules and regulations is appropriate if the Mergers are          
consummated as contemplated by this Restated Agreement.                         

 Section 9.6. ACCESS TO INFORMATION; CONFIDENTIALITY. (a) Each of Chrysler
and Daimler-Benz shall, and shall cause each of their respective Subsidiaries   
to, afford to the other party and to the officers, employees, accountants,      
counsel, financial advisors and other representatives of such other party,      
reasonable access during normal business hours during the period prior to the   
Effective Time to all their respective properties, books, contracts,            
commitments, personnel and records and, during such period, each of Chrysler and
Daimler-Benz shall, and shall cause each of its respective Subsidiaries to,     
furnish promptly to the other party (i) a copy of each report, schedule,        
registration statement and other document filed by it during such period        
pursuant to the requirements of U.S. federal or state securities laws or German 
securities laws and (ii) all other information concerning its business,         
properties and personnel as such other party may reasonably request. No review  
pursuant to this Section 9.6 shall affect any representation or warranty given  
by the other party hereto.                                                      

    (b) Each of Daimler-Benz, Chrysler and DaimlerChrysler AG will hold and will
cause each of their respective officers, directors, employees, attorneys,       
investment bankers and other advisors ("representatives") to hold in strict     
confidence (unless compelled to disclose by judicial or administrative process) 
all non-public information obtained, whether prior to or after the date of this 
Restated Agreement, from or provided on behalf of the other party, except to the
extent that such information can be shown to have been (i) previously known or  
independently developed by the party receiving such information, (ii) in the    
public domain through no fault of the receiving party, or (iii) later lawfully  
acquired by the receiving party from other sources not known by the receiving   
party to be bound by confidentiality obligations (the "Confidential             
Information"). Each of Daimler-Benz, Chrysler and DaimlerChrysler AG will, and  
will cause each of their respective representatives to, use the Confidential    
Information received by it solely in connection with its evaluation of the      
transactions contemplated by this Restated Agreement and in furtherance of the  
consummation of such transactions in accordance with the terms of this Restated 
Agreement. In the event of the termination of this Restated Agreement, each of  
Daimler-Benz, Chrysler and DaimlerChrysler AG will, and will cause each of their
respective representatives to, (x) maintain the confidentiality of the          
Confidential Information, and (y) return all written Confidential Information   
promptly upon the written request of the other party. In addition, each of      
Daimler-Benz, Chrysler and DaimlerChrysler AG, as a result of their receipt of  
Confidential Information will, and will cause each of their respective          
representatives not to, solicit any employee of the other for employment,       
PROVIDED that each of Daimler-Benz, Chrysler and DaimlerChrysler AG may engage  
in general solicitations of employment not specifically directed to employees of
Chrysler, Daimler-Benz and DaimlerChrysler AG, as the case may be.              

   Section 9.7. TAKEOVER STATUTE. Chrysler and Daimler-Benz shall (i) take all
action necessary to ensure that no state takeover statute or similar statute or 
regulation is or becomes applicable to the Chrysler Merger, this Restated       
Agreement, or any of the other transactions contemplated by this Restated       
Agreement and (ii) if any state takeover statute or similar statute or          
regulation becomes applicable to the Chrysler Merger, this Restated Agreement,  
or any other transaction contemplated by this Restated Agreement, take all      
action necessary to ensure that the Chrysler Merger and the other transactions  
contemplated by this Restated Agreement may be consummated as promptly as       
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to minimize the effect of such statute or regulation on the Chrysler Merger and 
the other transactions contemplated by this Restated Agreement.                 

 Section 9.8. INDEMNIFICATION, EXCULPATION AND INSURANCE. (a) Daimler-Benz
and DaimlerChrysler AG shall maintain in effect in accordance with their terms  
all rights to indemnification and exculpation from liabilities for acts or      
omissions occurring at or prior to the Effective Time now existing in favor of  
the current or former directors or officers of Chrysler or Daimler-Benz or any  
of their respective Subsidiaries as provided in their respective certificates of
incorporation or by-laws (or comparable organizational documents) and any       
indemnification agreements of Chrysler or Daimler-Benz. In addition, from and   
after the Effective Time, directors and officers of Chrysler who become         
directors or officers of DaimlerChrysler AG or Daimler-Benz shall be entitled to
the same indemnity rights and protections as are afforded to other directors and
officers of DaimlerChrysler AG or Daimler-Benz, as the case may be, and         
Management Board members (MITGLIEDER DES VORSTANDS) and officers of Daimler-Benz
who become directors or officers of DaimlerChrysler AG or Chrysler shall be     
entitled to the same indemnity rights and protections as are afforded to other  
directors and officers of DaimlerChrysler AG or Chrysler, as the case may be.   

(b) If DaimlerChrysler AG, Daimler-Benz or any of their respective      
successors or assigns (i) consolidates with or merges into any other person and 
is not the continuing or surviving corporation or entity of such consolidation  
or merger or (ii) transfers or conveys all or substantially all of its          
properties and assets to any person, then, and in each such case, proper        
provision will be made so that the successors and assigns of DaimlerChrysler AG 
or Daimler-Benz, as the case may be, assume the obligations set forth in this   
Section 9.8.                                                                    

   (c) From and after the Effective Time, Chrysler and DaimlerChrysler AG will
indemnify and hold harmless each present and former director and officer of     
Chrysler and its Subsidiaries (the "Indemnified Parties"), against any costs or 
expenses (including attorneys' fees), judgments, fines, losses, claims, damages 
or liabilities (collectively, "Costs") incurred in connection with any claim,   
action, suit, proceeding or investigation, whether civil, criminal,             
administrative or investigative, arising out of or pertaining to matters        
existing or occurring at or prior to the Effective Time, to the fullest extent  
that Chrysler or such Subsidiary would have been permitted under applicable law 
and the Certificate of Incorporation or Bylaws of Chrysler or such Subsidiary in
effect on the date hereof to indemnify or to obtain insurance for such person   
(and DaimlerChrysler AG or Chrysler shall also advance expenses as incurred to  
the fullest extent permitted under applicable law provided the person to whom   
expenses are advanced provides an undertaking to repay such advances if it is   
ultimately determined that such person is not entitled to indemnification).     

 (d) The provisions of this Section 9.8 are intended to be for the benefit
of, and may be enforced by, each indemnified party, his or her heirs and his or 
her representatives and are in addition to, and not in substitution for, any    
other rights to indemnification or contribution that any such person may have by
contract or otherwise.                                                          

  Section 9.9. PUBLIC ANNOUNCEMENTS. Daimler-Benz and Chrysler shall consult
with each other before issuing, and provide each other the opportunity to       
review, comment upon and concur with and use reasonable best efforts to agree   
on, any press release or other public statements with respect to the            
transactions contemplated by this Restated Agreement, including the Mergers, and
shall not issue any such press release or make any such public statement prior  
to such consultation, except as either party may determine is required by       
applicable law, court process or by obligations pursuant to any listing         
agreement with any national securities exchange. The parties agree that the     
initial press release to be issued with respect to the transactions contemplated
by this Restated Agreement shall be in the form heretofore agreed to by the     
parties.                                                                        

Section 9.10. AFFILIATES. Unless Chrysler and Daimler-Benz shall have   
determined that, because of circumstances not related to the matters set forth  
in this Section 9.10, the transactions contemplated by this Restated Agreement  
will not be accounted for as a "pooling of interests" under US GAAP: (a) As soon
as practicable after the date hereof, Chrysler shall deliver to Daimler-Benz a  
letter identifying all persons who are, at the time this Restated Agreement is  
submitted for adoption by the stockholders of Chrysler, "affiliates" of Chrysler
for purposes of Rule 145 under the Securities Act or for purposes of qualifying 
the Mergers for "pooling-of-interests" accounting treatment under APB No. 16 and
applicable SEC rules and regulations, and                                       

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such list shall be updated as necessary to reflect changes from the date hereof.
Chrysler shall use reasonable best efforts to cause each person identified on   
such list to deliver to Daimler-Benz not less than 30 days prior to the         
Effective Time, a written agreement substantially in the form attached as       
Exhibit B-1. As soon as practicable after the date hereof, Daimler-Benz shall   
deliver to Chrysler a letter identifying all persons who are, at the time this  
Restated Agreement is submitted for adoption by the stockholders of             
Daimler-Benz, "affiliates" of Daimler-Benz for purposes of Rule 145 under the   
Securities Act or for purposes of qualifying the Mergers for                    
"pooling-of-interests" accounting treatment under APB No. 16 and applicable SEC 
rules and regulations, and such list shall be updated as necessary to reflect   
changes from the date hereof. Daimler-Benz shall use reasonable best efforts to 
cause all persons who are "affiliates" of Daimler-Benz for purposes of          
qualifying the Mergers for "pooling-of-interests" accounting treatment under APB
No. 16 and applicable SEC rules and regulations to deliver to Chrysler not less 
than 30 days prior to the Effective Time, a written agreement substantially in  
the form of Exhibit B-2.                                                        

   (b) DaimlerChrysler AG shall publish no later than 45 days after the end of
the first month after the Effective Time in which there are at least 30 days of 
post-Effective Time combined operations (which month may be the month in which  
the Effective Time occurs), combined sales and net income figures as            
contemplated by and in accordance with the terms of SEC Accounting Series       
Release No. 135.                                                                

   Section 9.11. STOCK EXCHANGE LISTINGS. (a) As soon as practicable following
the date of this Restated Agreement and in any event prior to the Daimler-Benz  
Exchange Offer Expiration Date, Daimler-Benz and DaimlerChrysler AG shall       
prepare and file all documents with the Frankfurt Stock Exchange Admission Board
(the "Stock Exchange Admission Board") and all other stock exchange admission   
boards on which the Daimler-Benz Ordinary Shares are listed and use their       
reasonable best efforts to cause the DaimlerChrysler Ordinary Shares to be      
issued by DaimlerChrysler AG in connection with the transactions contemplated by
this Restated Agreement to be approved for listing on the FSE and such other    
stock exchanges, subject to official notice of issuance. DaimlerChrysler AG     
shall prepare and file with the Stock Exchange Admission Board the draft German 
Prospectus, and DaimlerChrysler AG and Daimler-Benz shall promptly provide the  
Executive Office of the Takeover Commission with all information required under 
the German Takeover Code. Each of Chrysler, Daimler-Benz and DaimlerChrysler AG 
shall use its reasonable best efforts to have the German Prospectus consented to
by the Stock Exchange Admission Board as promptly as practicable after such     
filings and the listing of DaimlerChrysler Ordinary Shares obtained on all stock
exchanges on which the Daimler-Benz Ordinary Shares are listed. If at any time  
prior to the Effective Time, any of the parties discover that an amendment or   
supplement to the documents or other information filed with the Stock Exchange  
Admission Board, the other stock exchange admission boards or the Executive     
Office of the Takeover Commission should be filed so that any such documents or 
information would not include any misstatement of a material fact or any        
omission of any material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, the party that 
makes such discovery shall promptly notify the other parties hereto and an      
appropriate amendment or supplement shall be promptly filed with the Stock      
Exchange Admission Board, the stock exchange admission boards of all other stock
exchanges on which the Daimler-Benz Ordinary Shares are listed and the Executive
Office of the Takeover Commission and, to the extent required by law, such      
information shall be made public.                                               

    (b) Daimler-Benz and DaimlerChrysler AG shall use reasonable best efforts to
cause the DaimlerChrysler Ordinary Shares to be approved for listing on the     
NYSE, subject to official notice of issuance, as promptly as practicable after  
the date hereof, and in any event prior to the Daimler-Benz Exchange Offer      
Expiration Date.                                                                

Section 9.12. STOCKHOLDER LITIGATION. Each of Chrysler and Daimler-Benz 
shall give the other the reasonable opportunity to participate in the defense of
any stockholder litigation against Chrysler, Daimler-Benz or DaimlerChrysler AG,
as applicable, and its directors relating to the transactions contemplated by   
this Restated Agreement.                                                        

    Section 9.13. TAX TREATMENT. Each of Daimler-Benz and Chrysler shall use its
reasonable best efforts (i) to cause the Chrysler Exchange either (a) to qualify
as a reorganization within the meaning of Section 368(a) of                     

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the Code or (b) when integrated with the Daimler-Benz Exchange Offer and taking 
into account the Daimler-Benz Merger, to be treated as a transaction described  
in Section 351(a) of the Code, (ii) to cause the Daimler-Benz Exchange Offer    
either (a) when integrated with the Chrysler Exchange, to be treated as a       
transaction described in Section 351(a) of the Code or (b) if integrated with   
the Daimler-Benz Merger, to qualify as a reorganization within the meaning of   
Section 368(a) of the Code, (iii) to cause the Daimler-Benz Exchange Offer and  
the Daimler-Benz Merger not to result in the recognition of any gain or loss by 
DaimlerChrysler AG, Daimler-Benz or stockholders of Daimler-Benz under German   
law, and (iv) to enable Chrysler to obtain from the Internal Revenue Service the
private letter ruling described in Section 10.3(d) and to meet the conditions   
thereof. Chrysler agrees to consult with Daimler-Benz with respect to Chrysler's
request for the IRS private letter ruling described in Section 10.3(d). Prior to
submitting any written submissions or representations to the IRS in connection  
with such request, Chrysler further agrees to provide such written submissions  
and representations to Daimler-Benz for Daimler-Benz's review and approval,     
which shall not be unreasonably withheld or delayed.                            

 Section 9.14.  STANDSTILL AGREEMENTS; CONFIDENTIALITY AGREEMENTS.  During
the period from the date of this Restated Agreement through the Effective Time, 
neither Chrysler nor Daimler-Benz shall terminate, amend, modify or waive any   
provision of any standstill agreement or waive any provision of any             
confidentiality agreement to which it or any of its respective Subsidiaries is a
party, except as provided in the Chrysler Stockholders Agreement. During such   
period, Chrysler or Daimler-Benz, as the case may be, shall enforce, to the     
fullest extent permitted under applicable law, the provisions of any such       
agreement, including by obtaining injunctions to prevent any breaches of such   
agreements and to enforce specifically the terms and provisions thereof in any  
court of the United States of America or of any state thereof or any court in   
Germany or any political subdivision thereof, in each such case which has       
jurisdiction of the parties and the subject matter.                             

   Section 9.15.  CONVEYANCE TAXES.  Daimler-Benz and Chrysler shall cooperate
in the preparation, execution and filing of all returns, questionnaires,        
applications or other documents regarding any real property transfer or gains,  
sales, use, transfer, value added, stock transfer and stamp taxes, any transfer,
recording, registration and other fees or any similar taxes that become payable 
in connection with the transactions contemplated by this Restated Agreement that
are required or permitted to be filed on or before the Effective Time. Chrysler 
shall pay, without deduction or withholding from any amount payable to the      
holders of Chrysler Common Stock (and shall not directly or indirectly be       
reimbursed by Daimler-Benz or DaimlerChrysler AG for), any such taxes or fees   
imposed by any taxing authority (and any penalties and interest with respect to 
such taxes and fees) on Chrysler or any holder of Chrysler Common Stock that    
become payable in connection with the transactions contemplated by this Restated
Agreement. Daimler-Benz shall pay, without deduction or withholding from any    
amount payable to the holders of Daimler-Benz Ordinary Shares or Daimler-Benz   
ADSs (and shall not directly or indirectly be reimbursed by Chrysler or         
DaimlerChrysler AG for), any such taxes or fees imposed by any taxing authority 
(and any penalties and interest with respect to such taxes and fees) on         
Daimler-Benz or any holder of Daimler-Benz Ordinary Shares or Daimler-Benz ADSs 
that become payable in connection with the transactions contemplated by this    
Restated Agreement.                                                             

Section 9.16.  CERTAIN OBLIGATIONS OF DAIMLERCHRYSLER AG.  Certain      
obligations of DaimlerChrysler AG set forth in this Restated Agreement,         
including those obligations designed to survive the consummation of the U.S.    
Share Exchange, the German Share Exchange or the Daimler-Benz Merger, require   
certain additional corporate actions by or with respect to DaimlerChrysler AG   
specified in the German Stock Corporation Law (AKTIENGESETZ) including          
Section 52 and SectionSection 183 ET SEQ. (in particular Section187) of the     
German Stock Corporation Law (AKTIENGESETZ) and in the German Transformation Act
(UMWANDLUNGSGESETZ) be taken. DaimlerChrysler AG shall recommend to its         
Supervisory Board (AUFSICHTSRAT) and to its shareholders meeting that such      
actions be taken. As required by law, certain of such obligations of            
DaimlerChrysler AG shall be incorporated in agreements in connection with the   
contributions in kind to DaimlerChrysler AG, which agreements shall be entered  
into by DaimlerChrysler AG and the U.S. Exchange Agent as well as the           
Daimler-Benz Exchange Agent and Chrysler, respectively, in the context of the   
U.S. Share Exchange and the German Share Exchange pursuant to SectionSection 52 
and 183 et seq. of the German Stock Corporation Law (AKTIENGESETZ).             

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  Section 9.17.  REASONABLE BEST EFFORTS.  Upon the terms and subject to the
conditions set forth in this Restated Agreement, each of the parties agrees to  
use reasonable best efforts to take, or cause to be taken, all actions, and to  
do, or cause to be done, and to assist and cooperate with the other parties in  
doing, all things necessary, proper or advisable to consummate and make         
effective, in the most expeditious manner practicable, the transactions         
contemplated by this Restated Agreement, including (i) the obtaining of all     
necessary actions or non-actions, waivers, consents and approvals from          
Governmental Entities and the making of all necessary registrations and filings 
and the taking of all steps as may be necessary to obtain an approval or waiver 
from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the 
obtaining of all necessary consents, approvals or waivers from third parties,   
(iii) the defending of any lawsuits or other legal proceedings, whether judicial
or administrative, challenging this Restated Agreement or the consummation of   
the transactions contemplated by this Restated Agreement, including seeking to  
have any stay or temporary restraining order entered by any court or other      
Governmental Entity vacated or reversed, and (iv) the execution and delivery of 
any additional instruments necessary to consummate the transactions contemplated
by, and to fully carry out the purposes of, this Restated Agreement. Nothing set
forth in this Section 9.17 will limit or affect actions permitted to be taken   
pursuant to Section 9.1.                                                        

ARTICLE X 

CLOSING CONDITIONS

Section 10.1.  CONDITIONS TO ALL PARTIES' OBLIGATION TO CLOSE.  The     
obligation of all parties to consummate the Daimler-Benz Exchange Offer and the 
German Share Exchange, the Daimler-Benz Merger and the Chrysler Merger and the  
U.S. Share Exchange is subject to the satisfaction on or prior to the           
consummation of the Daimler-Benz Exchange Offer of the following conditions:    

       (a) (i) Any applicable waiting period under the HSR Act relating to the
  transactions contemplated by this Restated Agreement shall have expired or
 been terminated; and (ii) the Commission of the European Union shall have
approved the transactions contemplated by this Restated Agreement under 
  Regulation (EEC) No. 4064/89 of the Council of the European Union, or such
approval shall have been deemed to have been granted.                   

     (b) The F-4 Registration Statement shall have become effective and no
 stop order suspending the effectiveness of the F-4 Registration Statement
 shall have been issued and no proceeding for that purpose shall have been
initiated by the SEC.                                                   

 (c) The DaimlerChrysler Ordinary Shares issuable pursuant to this
    Restated Agreement shall have been approved for listing on the NYSE, subject
to official notice of issuance, and on the FSE.                         

  (d) Each of the Chrysler Stockholder Approval and the Daimler-Benz
Stockholder Approval shall have been obtained.                          

    (e) Other than the filing provided for under Section 2.9 and filings
    pursuant to the HSR Act, and with the Commission of the European Union under
Regulation (EEC) No. 4064/89 of the Council of the European Union, all  
consents, approvals and actions of, filings with and notices to any     
Governmental Entity required of Chrysler, Daimler-Benz or any of their  
   respective Subsidiaries to consummate the transactions contemplated hereby,
   the failure of which to be obtained or taken is reasonably likely to have a
  Material Adverse Effect on DaimlerChrysler AG, shall have been obtained or
made, all in form and substance reasonably satisfactory to Chrysler and 
Daimler-Benz.                                                           

(f) No judgment, order, decree, statute, law, ordinance, rule or
regulation, entered, enacted, promulgated, enforced or issued by any    
 Governmental Entity of competent jurisdiction or other legal restraint or
  prohibition (collectively, "Restraints") shall be in effect (i) preventing
 the consummation of the Daimler-Benz Exchange Offer, the Chrysler Merger,
   the U.S. Share Exchange or the Daimler-Benz Merger, or (ii) which otherwise
is reasonably likely to have a Material Adverse Effect on Chrysler or   
Daimler-Benz;                                                           

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PROVIDED that each of the parties shall have used its reasonable best   
efforts to prevent the entry of any such Restraints and to appeal as    
promptly as possible any such Restraints that may be entered.           

(g) Each of Daimler-Benz and Chrysler shall have received the   
 accountants' letters contemplated by Sections 9.4 and (unless the Minimum
Condition has been changed to the 80% Minimum) 9.5.                     

       (h) The Chrysler Stock Issuance shall have been completed in accordance
  with Section 9.3 (unless the Minimum Condition has been changed to the 80%
Minimum).                                                               

     (i) All conditions to the Daimler-Benz Exchange Offer shall have been
satisfied.                                                              

Section 10.2.  CONDITIONS TO DAIMLER-BENZ'S AND DAIMLERCHRYSLER AG'S    
OBLIGATION TO CLOSE.  The obligation of Daimler-Benz and DaimlerChrysler AG to  
consummate the U.S. Share Exchange and the Daimler-Benz Merger is further       
subject to the satisfaction on or prior to the Effective Time of the following  
additional conditions:                                                          

   (a) The representations and warranties of Chrysler set forth herein
shall be true and correct both when made and at and as of the Effective 
    Time, as if made at and as of such time (except to the extent expressly made
as of an earlier date, in which case as of such date), except where the 
failure of such representations and warranties to be so true and correct
 (without giving effect to any limitation as to "materiality" or "Material
    Adverse Effect" set forth therein) would not reasonably be expected to have,
    individually or in the aggregate, a Material Adverse Effect on Chrysler, and
Daimler-Benz shall have received a Certificate of an Executive Vice     
President of Chrysler as to the satisfaction of this condition.         

(b) Chrysler shall, in all material respects, have performed and
  complied with all obligations required to be performed or complied with by
it under this Restated Agreement at or prior to the Effective Time, and 
Daimler-Benz shall have received a Certificate of an Executive Vice     
President of Chrysler as to the satisfaction of this condition.         

       (c) Daimler-Benz and DaimlerChrysler AG shall have received from German
 tax counsel to Daimler-Benz, based on reasonably requested representation
letters and customary assumptions, an opinion, dated as of the Chrysler 
Merger Closing Date, substantially to the effect that neither the       
  Daimler-Benz Exchange Offer nor the Daimler-Benz Merger will result in the
recognition of any gain or loss by stockholders of Daimler-Benz or by   
Daimler-Benz or DaimlerChrysler AG under German law.                    

(d) Daimler-Benz and DaimlerChrysler AG shall have received from
 Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to Daimler-Benz
and DaimlerChrysler AG, an opinion, based on reasonably requested       
representation letters and customary assumptions, dated as of the       
Daimler-Benz Exchange Offer Expiration Date, substantially to the effect
  that for U.S. federal income tax purposes the Daimler-Benz Exchange Offer,
taking into account the Chrysler Exchange and the Daimler-Benz Merger,  
should be treated as a non-recognition transfer of Daimler-Benz Ordinary
Shares and Daimler-Benz ADSs by the holders thereof in exchange for     
DaimlerChrysler Ordinary Shares.                                        

     (e) At any time after the date of this Restated Agreement there shall
 not have occurred and be continuing as of the Effective Time any Material
Adverse Effect on Chrysler.                                             

    Section 10.3.  CONDITIONS TO CHRYSLER'S OBLIGATION TO CLOSE.  The obligation
of Chrysler to consummate the Chrysler Merger is further subject to the         
satisfaction on or prior to the Effective Time of the following additional      
conditions:                                                                     

     (a) The respective representations and warranties of Daimler-Benz and
    DaimlerChrysler AG set forth herein shall be true and correct both when made
and at and as of the Effective Time, as if made at and as of such time  
    (except to the extent expressly made as of an earlier date, in which case as
of such date), except, in the case of representations and warranties of 
    Daimler-Benz, where the failure of such representations and warranties to be
so true and correct (without giving effect to any limitation as to      
"materiality" or "Material Adverse Effect" set forth therein) would not 
reasonably be expected to have, individually or in                      

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    the aggregate, a Material Adverse Effect on Daimler-Benz, and Chrysler shall
have received a certificate of a member of the Board of Management      
(VORSTAND) of Daimler-Benz as to the satisfaction of this condition by  
Daimler-Benz and a certificate of a member of the Board of Management   
    (VORSTAND) of DaimlerChrysler AG as to the satisfaction of this condition by
DaimlerChrysler AG.                                                     

        (b) Daimler-Benz and DaimlerChrysler AG shall, in all material respects,
   have performed or complied with all obligations required to be performed or
complied with by it under this Restated Agreement at or prior to the    
  Effective Time, and Chrysler shall have received a certificate of a member
    of the Board of Management (VORSTAND) of Daimler-Benz as to the satisfaction
    of this condition by Daimler-Benz and a certificate of a member of the Board
of Management (VORSTAND) of DaimlerChrysler AG as to the satisfaction of
this condition by DaimlerChrysler AG.                                   

   (c) Chrysler shall have received from Debevoise & Plimpton, special
  counsel to Chrysler, an opinion, based on a private letter ruling from the
IRS addressing certain issues under Section 367(a)(1) of the Code,      
    reasonably requested representation letters and customary assumptions, dated
    as of the Chrysler Merger Closing Date, substantially to the effect that for
   U.S. federal income tax purposes the Chrysler Exchange, taking into account
the Daimler-Benz Exchange Offer and the Daimler-Benz Merger, should be  
treated as a non-recognition transfer of Chrysler Common Stock by the   
holders thereof in exchange for DaimlerChrysler Ordinary Shares.        

     (d) Chrysler shall have received from the IRS a private letter ruling
 addressing certain issues under Section 367(a)(1) of the Code, reasonably
 satisfactory to Chrysler and sufficient to enable Debevoise & Plimpton to
render the opinion described in Section 10.3(c).                        

       (e) The Rights Offering shall have been consummated and shall have been
fully subscribed.                                                       

(f) The Daimler-Benz Exchange Offer shall have been consummated.

     (g) At any time after the date of this Restated Agreement there shall
 not have occurred and be continuing as of the Effective Time any Material
Adverse Effect on Daimler-Benz.                                         

Section 10.4.  FURTHER CONDITION TO OBLIGATIONS OF DAIMLER-BENZ AND     
DAIMLERCHRYSLER AG.  After the Effective Time and the consummation of the U.S.  
Share Exchange, the obligations of Daimler-Benz and DaimlerChrysler AG to       
complete the Daimler-Benz Merger shall only be subject to the satisfaction on or
prior to the date of the Daimler-Benz Merger Closing of the condition set forth 
in Section 10.1(f)(i).                                                          

   Section 10.5.  FRUSTRATION OF CLOSING CONDITIONS.  Neither Daimler-Benz nor
Chrysler may rely on the failure of any condition set forth in Section 10.1,    
10.2, 10.3 or 10.4, as the case may be, to be satisfied if such failure was     
caused by such party's failure to use reasonable best efforts to consummate the 
Daimler-Benz Exchange Offer, the Mergers and the other transactions contemplated
by this Restated Agreement, as required by and subject to Section 9.17.         

ARTICLE XI

TERMINATION, AMENDMENT AND WAIVER 

 Section 11.1.  TERMINATION.  This Restated Agreement may be terminated at
any time prior to the Effective Time, and (except in the case of Section 11.1(d)
or Section 11.1(f)) whether before or after the Chrysler Stockholder Approval or
the Daimler-Benz Stockholder Approval:                                          

(a) by mutual written consent of Daimler-Benz and Chrysler;     

(b) by either Daimler-Benz or Chrysler:                         

          (i) if the Chrysler Merger and the Daimler-Benz Exchange Offer shall
       not have been consummated by January 31, 1999, PROVIDED that the right to
   terminate this Restated Agreement pursuant to this Section 11.1(b)(i)
     shall not be available to any party whose failure to perform any of its

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     obligations under this Restated Agreement results in the failure of the
    Chrysler Merger, the U.S. Share Exchange and the Daimler-Benz Exchange
      Offer to be consummated on or prior to such date; and PROVIDED, FURTHER,
      that this Restated Agreement may be extended for up to 30 days by either
  Daimler-Benz or Chrysler by written notice to the other party if the
    Daimler-Benz Exchange Offer or the Chrysler Merger shall not have been
      consummated as a direct result of Daimler-Benz or Chrysler having failed
      to receive all regulatory approvals required to be obtained with respect
thereto;                                                          

   (ii) if the Chrysler Stockholder Approval or the Daimler-Benz
 Stockholder Approval shall not have been obtained at the respective
      Chrysler Stockholders Meeting or Daimler-Benz Stockholders Meeting or at
any adjournment or postponement thereof;                          

      (iii) if any Restraint having either of the effects set forth in
Section 10.1(f) shall be in effect and shall have become final and
nonappealable, PROVIDED, that the party seeking to terminate this 
      Restated Agreement pursuant to this Section 11.1(b)(iii) shall have used
reasonable best efforts to prevent the entry of and to remove such
Restraint;                                                        

          (iv) if this Restated Agreement shall not have been finally approved
    by the Supervisory Board (AUFSICHTSRAT) of Daimler-Benz on or prior to
May 21, 1998.                                                     

        (c) by Daimler-Benz if Chrysler shall have breached or failed to perform
    in any material respect any of its representations, warranties, covenants or
other agreements contained in this Restated Agreement, which breach or  
failure to perform (1) would give rise to the failure of a condition set
forth in Section 10.2(a) or (b), and (2) is incapable of being cured by 
Chrysler or is not cured within 45 days after receipt of written notice 
thereof;                                                                

 (d) prior to receipt of the Daimler-Benz Stockholder Approval, by
Daimler-Benz in accordance with Section 9.1(b);                         

 (e) by Chrysler, if Daimler-Benz or DaimlerChrysler AG shall have
breached or failed to perform in any material respect any of their      
    representations, warranties, covenants or other agreements contained in this
  Restated Agreement, which breach or failure to perform (1) would give rise
  to the failure of a condition set forth in Section 10.3(a) or (b), and (2)
   is incapable of being cured by Daimler-Benz or DaimlerChrysler AG or is not
cured within 45 days of written notice thereof; or                      

      (f) prior to receipt of the Chrysler Stockholder Approval, by Chrysler
in accordance with Section 9.1(b).                                      

  Section 11.2.  EFFECT OF TERMINATION.  In the event of termination of this
Restated Agreement by either Chrysler or Daimler-Benz as provided in Section    
11.1, written notice thereof shall be given as promptly as possible to the other
parties hereto and this Restated Agreement shall forthwith become void and have 
no effect, without any liability or obligation on the part of Daimler-Benz,     
Chrysler or DaimlerChrysler AG, except to the extent that such termination      
results from the willful and material breach by a party of any of its           
representations, warranties, covenants or agreements set forth in this Restated 
Agreement. Notwithstanding the foregoing, the provisions of Section 5.18,       
paragraph (b) of Section 9.6, this Section 11.2 and Article XII shall survive   
termination of this Restated Agreement in accordance with Article XI.           

ARTICLE XII 

MISCELLANEOUS 

  Section 12.1.  NO SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  None of the
representations and warranties in this Restated Agreement or in any instrument  
or document delivered pursuant to this Restated Agreement shall survive the     
Effective Time. This Section 12.1 shall not limit any covenant or agreement of  
the parties which by its terms contemplate performance after the Effective Time.

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  Section 12.2.  FEES AND EXPENSES.  Except as otherwise provided in Section
9.15, all fees and expenses incurred in connection with the Mergers, this       
Restated Agreement and the other transactions contemplated by this Restated     
Agreement shall be borne by the party incurring such fees or expenses, whether  
or not the Mergers are consummated, and accordingly each of Daimler-Benz and    
Chrysler shall bear and pay one-half of the costs and expenses incurred in      
connection with the filing, printing and mailing of the F-4 Registration        
Statement and the Proxy Statement/Prospectus (including SEC registration and    
filing fees).                                                                   

   Section 12.3.  COUNTERPARTS; EFFECTIVENESS.  This Restated Agreement may be
executed in two or more separate counterparts, each of which shall be deemed to 
be an original but all of which shall constitute one and the same agreement.    
This Restated Agreement shall become effective when each party hereto shall have
received counterparts hereof signed by each of the other parties hereto.        

Section 12.4.  GOVERNING LAW.  The Daimler-Benz Merger, the Daimler-Benz
Exchange Offer (to the extent it is conducted in Germany) and the capital       
contribution in kind included in the U.S. Share Exchange shall be governed by   
and effected in accordance with German law. In all other respects, this Restated
Agreement shall be governed by and effected in accordance with Delaware law     
without regard to the principles of conflicts of laws thereof.                  

 Section 12.5.  NOTICES.  All notices, requests, claims, demands and other
communications under this Restated Agreement shall be in writing (including     
telecopy or similar writing) and shall be effective (a) if given by telecopy,   
when such telecopy is transmitted to the telecopy number specified in this      
Section 12.5 and the appropriate telecopy confirmation is received or (b) if    
given by any other means, when delivered at the address specified in this       
Section 12.5 (or at such other address for a party as shall be specified by like
notice):                                                                        

(a) if to Chrysler, to                                            

Chrysler Corporation                                        
1000 Chrysler Drive                                         
Auburn Hills, Michigan 48326                                
Telecopy No.: (248) 512-5420                                
Attention: William J. O'Brien                               
Vice President, General                     
Counsel and Secretary                       

with a copy to:                                             

Debevoise & Plimpton                                        
875 Third Avenue                                            
New York, New York 10022                                    
Telecopy No.: (212) 909-6836                                
Attention: Meredith M. Brown                                
Paul H. Wilson, Jr.                         

and a further copy to:                                      

Bruckhaus Westrick Heller Lober                             
Taunusanlage 11                                             
D-60329 Frankfurt am Main                                   
Germany                                                     
Telecopy No.: 011-49-69-23 26 64                            
Attention: Dr. Harald Voss                                  

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(b) if to Daimler-Benz, to                                        

Daimler-Benz Aktiengesellschaft                             
Epplestrasse 225                                            
70567 Stuttgart                                             
Germany                                                     
Telecopy No.: 011-49-711-17-94452                           
Attention: Dr. Siegfried Schwung                            
Associate General Counsel                   

with a copy to:                                             

Skadden, Arps, Slate, Meagher & Flom LLP                    
919 Third Avenue                                            
New York, New York 10022                                    
Telecopy No.: (212) 735-2000                                
Attention: J. Michael Schell                                
Margaret L. Wolff                           

with a further copy to:                                     

Shearman & Sterling                                         
Couvenstr. 8                                                
D-40211 Dusseldorf                                          
Germany                                                     
Telecopy No.: 011-49-211-17888-81                           
Attention: Georg F. Thoma                                   

(c) if to DaimlerChrysler AG, to                                  

DaimlerChrysler AG                                          
c/o Sal. Oppenheim jr. & Cie.                               
Unter Sachsenhausen 4                                       
50667 Koln                                                  
Telecopy No.: 011-49-221-145-1034                           
Attention: Johannes Maret                                   

   Section 12.6.  ASSIGNMENT; BINDING EFFECT.  Neither this Restated Agreement
nor any of the rights, interests or obligations hereunder shall be assigned by  
any of the parties hereto (whether by operation of law or otherwise) without the
prior written consent of the other parties. Subject to the preceding sentence,  
this Restated Agreement shall be binding upon and shall inure to the benefit of 
the parties hereto and their respective successors and permitted assigns. Any   
assignment not permitted under this Section 12.6 shall be null and void.        

Section 12.7.  SEVERABILITY.  Any term or provision of this Restated    
Agreement which is invalid or unenforceable in any jurisdiction shall, as to    
that jurisdiction, be ineffective to the extent of such invalidity or           
unenforceability without rendering invalid or unenforceable the remaining terms 
and provisions of this Restated Agreement in any other jurisdiction. If any     
provision of this Restated Agreement is so broad as to be unenforceable, such   
provision shall be interpreted to be only so broad as is enforceable. Upon such 
determination that any term or other provision is invalid or unenforceable, the 
parties hereto shall negotiate in good faith to modify this Restated Agreement  
so as to effect the original intent of the parties as closely as possible to the
fullest extent permitted by applicable law in an acceptable manner to the end   
that the transactions contemplated hereby are fulfilled to the extent possible. 

Section 12.8.  ENFORCEMENT OF AGREEMENT.  The parties hereto agree that 
money damages or other remedy at law would not be sufficient or adequate remedy 
for any breach or violation of, or any default under, this                      

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Restated Agreement by them and that in addition to all other remedies available 
to them, each of them shall be entitled to the fullest extent permitted by law  
to an injunction restraining such breach, violation or default or threatened    
breach, violation or default and to any other equitable relief, including,      
without limitation, specific performance, without bond or other security being  
required.                                                                       

Section 12.9.  ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES.  This    
Restated Agreement, the Exhibits hereto and the other agreements contemplated   
hereby and instruments delivered pursuant hereto and thereto constitute the     
entire agreement, and supersede all other prior agreements and understandings,  
both written and oral, among the parties, or any of them, with respect to the   
subject matter hereof and thereof and, except as otherwise expressly provided   
herein, is not intended to and shall not confer upon any person other than the  
parties hereto any rights or remedies hereunder.                                

Section 12.10.  RESERVATION OF RIGHT TO REVISE TRANSACTION.  If the     
implementation and mechanics prove not to be operable, the parties will use     
their reasonable best efforts to change the method of effecting the business    
combination between Chrysler and Daimler-Benz contemplated hereby, and each     
party will cooperate in such efforts, including to provide for a different form 
of transaction to effect the business combination of Chrysler and Daimler-Benz, 
PROVIDED, that no such change shall (a) alter or change the amount or kind of   
consideration to be received by holders of Chrysler Common Stock, Daimler-Benz  
Ordinary Shares or Daimler-Benz ADRs, (b) adversely affect the tax treatment to 
Chrysler, Daimler-Benz, DaimlerChrysler AG or their respective stockholders as a
result of the transactions contemplated hereby, or (c) materially delay receipt 
of any material approval referred to in this Restated Agreement or the          
consummation of the transactions contemplated hereby. DaimlerChrysler AG shall  
be bound by any changes to the transactions contemplated hereby that are agreed 
to by Chrysler and Daimler-Benz in accordance with this Section 12.10.          

 Section 12.11.  EXTENSION OF TIME, WAIVER, ETC.  At any time prior to the
Effective Time, either Daimler-Benz or Chrysler may (a) extend the time for the 
performance of any of the obligations or acts of any other party hereto         
(PROVIDED that Daimler-Benz may not extend the time for the performance of any  
of the obligations of DaimlerChrysler AG without the written consent of         
Chrysler); (b) waive any inaccuracies in the representations and warranties of  
any other party hereto contained herein or in any document delivered pursuant   
hereto (PROVIDED that Daimler-Benz may not waive any inaccuracies in the        
representations or warranties made by DaimlerChrysler AG without the written    
consent of Chrysler); or (c) subject to the proviso of Section 12.12 waive      
compliance with any of the agreements or conditions of any other party hereto   
contained herein (PROVIDED that Daimler-Benz may not waive compliance with any  
of the agreements or conditions of DaimlerChrysler AG without the written       
consent of Chrysler). Notwithstanding the foregoing, no failure or delay by     
Daimler-Benz or Chrysler or DaimlerChrysler AG in exercising any right hereunder
shall operate as a waiver thereof nor shall any single or partial exercise      
thereof preclude any other or further exercise thereof or the exercise of any   
other right hereunder. Any agreement on the part of Daimler-Benz or Chrysler    
hereto to any such extension or waiver shall be valid only if set forth in an   
instrument in writing signed on behalf of such party.                           

 Section 12.12.  AMENDMENT.  This Restated Agreement may be amended by the
parties at any time before or after the Chrysler Stockholder Approval or the    
Daimler-Benz Stockholder Approval PROVIDED, that after any such approval, there 
shall not be made any amendment that by law requires further approval by the    
stockholders of Chrysler or Daimler-Benz without the further approval of such   
stockholders. This Restated Agreement may not be amended except by an instrument
in writing signed on behalf of each of the parties.                             

  Section 12.13.  INTERPRETATION.  When a reference is made in this Restated
Agreement to an Article, Section or Exhibit, such reference shall be to an      
Article or Section of, or an Exhibit to, this Restated Agreement unless         
otherwise indicated. The table of contents and headings contained in this       
Restated Agreement are for reference purposes only and shall not affect in any  
way the meaning or interpretation of this Restated Agreement. Whenever the words
"include," "includes" or "including" are used in this Restated Agreement, they  
shall be deemed to be followed by the words "without limitation." The words     
"hereof," "herein" and "hereunder" and words of similar import when used in this
Restated Agreement shall refer to this Restated                                 

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Agreement as a whole and not to any particular provision of this Restated       
Agreement. All terms defined in this Restated Agreement shall have the defined  
meanings when used in any certificate or other document made or delivered       
pursuant hereto unless otherwise defined therein. The definitions contained in  
this Restated Agreement are applicable to the singular as well as the plural    
forms of such terms and to the masculine as well as to the feminine and neuter  
genders of such term. Any agreement, instrument or statute defined or referred  
to herein or in any agreement or instrument that is referred to herein means    
such agreement, instrument or statute as from time to time amended, modified or 
supplemented, including (in the case of agreements or instruments) by waiver or 
consent and (in the case of statutes) by succession of comparable successor     
statutes and references to all attachments thereto and instruments incorporated 
therein. References to a person are also to its permitted successors and        
assigns.                                                                        

    Section 12.14.  RESPONSIBILITY FOR OBLIGATIONS OF DAIMLERCHRYSLER AG.  After
consummation of the Daimler-Benz Exchange Offer and until the German Effective  
Time, DaimlerChrysler AG as majority shareholder of Daimler-Benz will cause     
Daimler-Benz to comply with all of Daimler-Benz's obligations hereunder.        

Section 12.15.  CONSENT TO JURISDICTION.  Each of the parties hereto (a)
consents to submit itself to the personal jurisdiction of any federal court     
located in the State of Delaware or any Delaware state court in the event any   
dispute arises out of or relates to this Restated Agreement or any of the       
transactions contemplated by this Restated Agreement, (b) agrees that it will   
not attempt to deny or defeat such personal jurisdiction by motion or other     
request for leave from any such court, including, without limitation, a motion  
to dismiss on the grounds of forum non conveniens, (c) agrees that it will not  
bring any action arising out of or relating to this Restated Agreement or any of
the transactions contemplated by this Restated Agreement in any court other than
a federal court sitting in the State of Delaware or a Delaware state court, and 
(d) waives any right to a trial by jury with respect to any claim, counterclaim 
or action arising out of or in connection with this Restated Agreement or the   
transactions contemplated hereby.                                               

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    IN WITNESS HEREOF, Daimler-Benz, Chrysler and DaimlerChrysler AG have caused
this Restated Agreement to be duly executed as of the day and year first above  
written.                                                                        

                                                                [Download Table]
                                               
DAIMLER-BENZ AKTIENGESELLSCHAFT                

By:  /s/ JURGEN E. SCHREMPP                    
     ------------------------------------------
     Name: Jurgen E. Schrempp                  
     Title: Chairman of the Management Board   

By:  /s/ E. CORDES                             
     ------------------------------------------
     Name: Eckhard Cordes                      
     Title: Member of the Management Board     

CHRYSLER CORPORATION                           

By:  /s/ R J EATON                             
     ------------------------------------------
     Name: Robert J. Eaton                     
     Title: Chairman and Chief Executive       
     Officer                                   

By:  /s/ G.C. VALADE                           
     ------------------------------------------
     Name: G.C. Valade                         
     Title:EVP and Chief Financial Officer     

DAIMLERCHRYSLER AG                             

By:  /s/ J MARET                               
     ------------------------------------------
     Name: Johannes Maret                      
     Title: Member of the Management Board     

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                                                            Exhibit A to Annex A

ANNEX OF DEFINED TERMS

1.1 "Acquisition Agreement" shall have the meaning set forth in Section 
9.1(b).                                                                         

  1.2 "affiliate" of any person shall mean (except as otherwise specifically
defined), as to any person, any other person which, directly or indirectly,     
controls, is controlled by, or is under common control with, such person, where 
"control" means the possession, directly or indirectly, of the power to direct  
or cause the direction of the management or policies of a person, whether       
through the ownership of securities or partnership or other ownership interests,
by contract or otherwise.                                                       

1.3 "ADNs" shall have the meaning set forth in Section 3.8.             

1.4 "Agreement" shall have the meaning set forth in the first paragraph.

1.5 "APB No. 16" shall have the meaning set forth in Section 2.5(f).    

    1.6 "Chrysler" shall mean the corporate party to the Agreement identified in
the first paragraph.                                                            

    1.7 "Chrysler Common Stock" shall have the meaning set forth in Section 2.4.

1.8 "Chrysler Employee Optionholder" shall mean any person who holds a  
Chrysler Employee Stock Option.                                                 

    1.9 "Chrysler Employee Stock Option" shall mean an option to purchase shares
of Chrysler Common Stock granted pursuant to a Chrysler stock option plan and   
listed on Section 5.3(b) of Chrysler's Disclosure Schedule or subsequently      
granted as permitted by Article VII(b)(2).                                      

 1.10 "Chrysler Exchange" shall mean the Chrysler Merger together with the
U.S. Share Exchange.                                                            

 1.11 "Chrysler Merger" shall mean the transaction contemplated by Section
2.2.                                                                            

  1.12 "Chrysler Merger Closing" shall have the meaning set forth in Section
2.9.                                                                            

1.13 "Chrysler Merger Closing Date" shall mean the date on which the    
Chrysler Merger Closing occurs.                                                 

1.14 "Chrysler Merger Excess Shares" shall have the meaning set forth in
Section 3.10(a)(i).                                                             

   1.15 "Chrysler Merger Sub" shall have the meaning set forth in Section 2.1.

1.16 "Chrysler Merger Sub By-laws" shall have the meaning set forth in  
Section 2.11.                                                                   

1.17 "Chrysler Merger Sub Charter" shall have the meaning set forth in  
Section 2.10.                                                                   

   1.18 "Chrysler Merger Sub Common Stock" shall have the meaning set forth in
Section 2.1.                                                                    

   1.19 "Chrysler Preferred Stock" shall have the meaning set forth in Section
2.7.                                                                            

    1.20 "Chrysler Rights Agreement" shall have the meaning set forth in Section
5.19(b).                                                                        

1.21 "Chrysler Stockholder Approval" shall have the meaning set forth in
Section 5.15(a).                                                                

1.22 "Chrysler Stockholders Meeting" shall have the meaning set forth in
Section 9.2(c).                                                                 

  1.23 "Chrysler Stock Issuance" shall have the meaning set forth in Section
9.3.                                                                            

1.24 "Closing Value" shall have the meaning set forth in Section 2.6(a).

 1.25 "Code" shall have the meaning set forth in the sixth WHEREAS clause.

1.26 "Common Shares Trust" shall have the meaning set forth in Section  
3.10(c).                                                                        

1.27 "Company Permits" shall have the meaning set forth in Section 5.1. 

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   1.28 "Confidential Information" shall have the meaning set forth in Section
9.6(b).                                                                         

1.29 "Costs" shall have the meaning set forth in Section 9.8(c).        

1.30 "CSFB" shall mean Credit Suisse First Boston Corporation, financial
advisor to Chrysler.                                                            

1.31 "Daimler-Benz" shall mean the corporate party to the Agreement     
identified in the first paragraph.                                              

 1.32 "Daimler-Benz ADSs" shall have the meaning set forth in Section 1.1.

   1.33 "Daimler-Benz Employee Optionholder" shall mean any person who holds a
Daimler-Benz Employee Stock Option.                                             

1.34 "Daimler-Benz Employee Stock Option" shall mean a convertible bond,
nominal value DM 1,000, issued pursuant to the Daimler-Benz stock option plans  
and listed on Section 5.3(b) of Daimler-Benz's Disclosure Schedule.             

1.35 "Daimler-Benz Exchange Agent" shall have the meaning set forth in  
Section 1.2.                                                                    

1.36 "Daimler-Benz Exchange Offer" shall mean the offer contemplated by 
Section 1.1.                                                                    

1.37 "Daimler-Benz Exchange Offer Conditions" shall have the meaning set
forth in Section 1.1.                                                           

   1.38 "Daimler-Benz Exchange Offer Excess Shares" shall have the meaning set
forth in Section 3.10(a)(ii).                                                   

 1.39 "Daimler-Benz Exchange Offer Expiration Date" shall have the meaning
set forth in Section 1.1.                                                       

    1.40 "Daimler-Benz Exchange Offer Ratio" shall have the meaning set forth in
Section 1.1.                                                                    

1.41 "Daimler-Benz Merger" shall mean the transaction contemplated by   
Section 3.1.                                                                    

    1.42 "Daimler-Benz Merger Consideration" shall have the meaning set forth in
Section 3.3.                                                                    

    1.43 "Daimler-Benz Merger Excess Shares" shall have the meaning set forth in
Section 3.10(a)(iii).                                                           

  1.44 "Daimler-Benz Merger Exchange Ratio" shall have the meaning set forth
in Section 3.3.                                                                 

1.45 "Daimler-Benz Ordinary Shares" shall have the meaning set forth in 
Section 1.1.                                                                    

    1.46 "Daimler-Benz Stockholder Approval" shall have the meaning set forth in
Section 5.15(b).                                                                

    1.47 "Daimler-Benz Stockholders Meeting" shall have the meaning set forth in
Section 9.2(c).                                                                 

    1.48 "DaimlerChrysler ADSs" shall have the meaning set forth in Section 1.8.

 1.49 "DaimlerChrysler AG" shall mean the corporate party to the Agreement
identified in the first paragraph.                                              

  1.50 "DaimlerChrysler Ordinary Shares" shall have the meaning set forth in
Section 1.1.                                                                    

  1.51 "DaimlerChrysler SATZUNG" shall have the meaning set forth in Section
4.1.                                                                            

    1.52 "DGCL" shall mean the General Corporation Law of the State of Delaware.

  1.53 "Disclosure Schedule" shall mean the disclosure schedule delivered by
each Representing Party to the other setting forth (organized by the number and 
letter of the corresponding section and paragraph in the Business Combination   
Agreement PROVIDED, that matters disclosed in any section of the Disclosure     
Schedule shall be deemed to be disclosed for all purposes of such disclosure    
schedule) the Representing Party's exceptions to the representations and        
warranties of such Representing Party contained in Article V and to the         
covenants set forth in Article VII, and PROVIDED FURTHER that inclusion of an   
item in a disclosure schedule shall not be construed to mean that the item is   
required to be disclosed or is material.                                        

1.54 "DM BES" shall have the meaning set forth in Section 3.8.          

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1.55 "Effective Time" shall have the meaning set forth in Section 2.9.  

1.56 "80% Minimum" shall have the meaning set forth in Section 1.1.     

   1.57 "Eligible Retiree" shall have the meaning set forth in Section 8.3(c).

1.58 "Encumbrance" shall mean any mortgage, pledge, lien, charge,       
encumbrance, defect, security interest, claim, option or restriction of any     
kind.                                                                           

    1.59 "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.                                                                     

   1.60 "ERISA Affiliate" shall have the meaning set forth in Section 5.11(a).

 1.61 "Excess Shares" shall have the meaning set forth in Section 3.10(b).

1.62 "Exchange Agent" shall have the meaning set forth in Section 3.10. 

1.63 "Exchange Act" shall have the meaning set forth in Section 5.6(b). 

   1.64 "Exchange Offer Documents" shall have the meaning set forth in Section
1.4(b).                                                                         

 1.65 "Executive Office of the Takeover Commission" shall have the meaning
set forth in Section 1.1.                                                       

 1.66 "Exercise Price" shall have the meaning set forth in Section 2.6(a).

  1.67 "F-4 Registration Statement" shall mean the Registration Statement on
Form F-4 of DaimlerChrysler AG registering DaimlerChrysler Ordinary Shares to be
issued in the Chrysler Merger and the Daimler-Benz Exchange Offer.              

1.68 "FSE" shall have the meaning set forth in Section 3.10.            

 1.69 "Fully Diluted Basis" shall mean a basis that takes into account all
outstanding Daimler-Benz Ordinary Shares (including all outstanding Daimler-Benz
ADSs) and the maximum aggregate number of Daimler-Benz Ordinary Shares and      
Daimler-Benz ADSs that may be issued in respect of any warrants, options,       
convertible instruments or other rights pursuant to which the holder thereof may
acquire Daimler-Benz Ordinary Shares or Daimler-Benz ADSs, regardless of whether
currently exercisable or convertible. For this purpose, the number of           
Daimler-Benz Ordinary Shares or ADSs into which the Notes (including Notes      
represented by ADNs and DM BESs) may be converted shall be deemed to be the     
higher of (i) the maximum aggregate number of Daimler-Benz Ordinary Shares and  
Daimler-Benz ADSs into which the Notes can be converted and (ii) a number of    
Daimler-Benz Ordinary Shares equal to 120% of the market value of the Notes on  
the Daimler-Benz Exchange Offer Expiration Date divided by the per share closing
price of a Daimler-Benz Ordinary Share or Daimler-Benz ADS, as applicable, as   
reported by the FSE or THE WALL STREET JOURNAL, as applicable, on such date.    

1.70 "German Effective Time" shall have the meaning set forth in Section
3.2.                                                                            

1.71 "German Exchange Agent" shall have the meaning set forth in Section
3.4.                                                                            

  1.72 "German Exchange Offer Documents" shall have the meaning set forth in
Section 1.3.                                                                    

  1.73 "German Merger Agreement" shall have the meaning set forth in Section
3.1.                                                                            

 1.74 "German Prospectus" shall have the meaning set forth in Section 1.3.

1.75 "German Share Exchange" shall have the meaning set forth in Section
1.1.                                                                            

 1.76 "German Stock Corporation Law (AKTIENGESETZ)" shall have the meaning
set forth in Section 3.1.                                                       

1.77 "German Surviving Corporation" shall have the meaning set forth in 
Section 3.1.                                                                    

    1.78 "German Takeover Code" shall have the meaning set forth in Section 1.1.

  1.79 "Goldman Sachs" shall mean Goldman, Sachs & Co., financial advisor to
Daimler-Benz.                                                                   

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    1.80 "Governmental Entity" shall mean any court, tribunal or administrative,
governmental or regulatory body, agency, commission, division, department,      
public body or other authority, whether federal, state, local or foreign.       

1.81 "GSCL" shall have the meaning set forth in Section 3.1.            

  1.82 "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended.                                                            

    1.83 "Indemnified Party" shall have the meaning set forth in Section 9.8(c).

 1.84 "Initial Period" shall have the meaning set forth in Section 8.3(a).

1.85 "IRS" shall mean the United States Internal Revenue Service.       

1.86 "Material Adverse Effect" with respect to Daimler-Benz, Chrysler or
DaimlerChrysler AG shall mean any event or state of facts that is or would      
reasonably be expected to be materially adverse to the business, assets, results
of operations or financial condition of such Party and its Subsidiaries, taken  
as a whole, except for any events or states of facts relating to (i) the        
automotive and automotive finance industry in general, and not relating         
specifically to the business of Chrysler or Daimler-Benz, as the case may be, or
(ii) the economy of the United States of America, the Federal Republic of       
Germany or the world, in general, and not relating specifically to the business 
of Chrysler or Daimler-Benz, as the case may be or in the case of               
DaimlerChrysler AG, DaimlerChrysler AG and its Subsidiaries immediately after   
the Effective Time, taken as a whole.                                           

  1.87 "Mergers" shall mean the Daimler-Benz Merger and the Chrysler Merger,
collectively.                                                                   

 1.88 "Minimum Condition" shall have the meaning set forth in Section 1.1.

1.89 "Notes" shall have the meaning set forth in Section 3.8.           

1.90 "NYSE" shall have the meaning set forth in Section 3.10(b).        

    1.91 "Old Chrysler Certificates" shall have the meaning set forth in Section
2.5(b).                                                                         

1.92 "Old Daimler-Benz ADRs" shall have the meaning set forth in Section
3.4(a).                                                                         

1.93 "Option Shares" shall have the meaning set forth in Section 2.6(a).

1.94 "PBGC" shall mean the Pension Benefit Guaranty Corporation.        

1.95 "Performance Shares" shall have the meaning set forth in Section   
2.6(b).                                                                         

1.96 "person" shall mean an individual, corporation, partnership,       
association, trust, or any other entity or organization, including, without     
limitation, a Governmental Entity.                                              

1.97 "Plans" shall have the meaning set forth in Section 5.11(a).       

    1.98 "Proxy Statement/Prospectus" shall mean the proxy statement of Chrysler
to be used in connection with the solicitation of proxies by Chrysler for the   
Chrysler Stockholders Meeting and the prospectus of DaimlerChrysler AG for the  
DaimlerChrysler Ordinary Shares being issued in connection with the transactions
contemplated by the Agreement, which Proxy Statement/Prospectus forms a part of 
the F-4 Registration Statement.                                                 

1.99 "Representing Party" shall have the meaning set forth in the first 
paragraph of Article V.                                                         

1.100 "Representing Party's Filings" shall have the meaning set forth in
Section 5.6(b).                                                                 

    1.101 "Representing Party's Financial Statements" shall have the meaning set
forth in Section 5.6(a).                                                        

 1.102 "Representing Party's Pre-Agreement Filings" shall have the meaning
set forth in Section 5.6(b).                                                    

1.103 "Restraints" shall have the meaning set forth in Section 10.1(f). 

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  1.104 "Restricted Stock Units" shall have the meaning set forth in Section
2.6(d).                                                                         

  1.105 "Rights" shall mean the rights to purchase new Daimler-Benz Ordinary
Shares distributed to holders of the Daimler-Benz Ordinary Shares pursuant to   
the Rights Offering.                                                            

   1.106 "Rights Offering" shall have the meaning set forth in Section 2.4(c).

  1.107 "Schedule 14D-1" shall have the meaning set forth in Section 1.4(a).

  1.108 "Schedule 14D-9" shall have the meaning set forth in Section 1.4(b).

1.109 "SEC" shall have the meaning set forth in Section 1.4(a).         

  1.110 "Securities Act" shall have the meaning set forth in Section 5.6(b).

1.111 "Significant Subsidiary" shall have the meaning set forth in Rule 
1.02(w) of Regulation S-X promulgated by the SEC under the Exchange Act.        

1.112 "Special Distribution" shall mean the special distribution by     
Daimler-Benz of DM 20 per Daimler-Benz Ordinary Share/Daimler-Benz ADS as       
proposed to the Annual General Meeting of Daimler-Benz stockholders to be held  
on May 27, 1998.                                                                

  1.113 "Stock Exchange Admission Board" shall have the meaning set forth in
Section 9.11(a).                                                                

1.114 "Subsidiary" shall mean with respect to Daimler-Benz, Chrysler or 
DaimlerChrysler AG, as the case may be, any person (i) of which fifty percent or
more of either the equity interests in, or the voting control of, such person is
directly or indirectly beneficially owned by Daimler-Benz, Chrysler or          
DaimlerChrysler AG, or (ii) Daimler-Benz, Chrysler or DaimlerChrysler AG has the
ability to elect fifty percent or more of the directors or members of the       
governing board of such person, and in either such case, such person is a       
consolidated entity in the consolidated financial statements of Daimler-Benz,   
Chrysler or DaimlerChrysler AG, as the case may be.                             

1.115 "Superior Proposal" shall have the meaning set forth in Section   
9.1(b).                                                                         

   1.116 "Surviving Corporation Common Stock" shall have the meaning set forth
in Section 2.4(c).                                                              

1.117 "Takeover Proposal" shall have the meaning set forth in Section   
9.1(a).                                                                         

    1.118 "Taxes" shall mean any and all taxes, duties, levies, imposts or other
governmental charges of any kind (together with any and all interest, penalties,
additions to tax and additional amounts imposed with respect thereto) imposed by
any taxing authority, including without limitation, taxes or other charges on or
with respect to income, net assets, franchises, windfall or other profits, gross
receipts, property, sales, use, capital stock, payroll, employment, social      
security, workers' compensation, unemployment compensation, or net worth, and   
taxes or other charges in the nature of excise, withholding, ad valorem or value
added.                                                                          

1.119 "Tax Returns" shall mean any return, report or similar statement  
required to be filed with respect to any Taxes, including, without limitation,  
any information return, claim for refund, amended return or declaration of      
estimated Taxes.                                                                

    1.120 "U.S. Exchange Agent" shall have the meaning set forth in Section 2.1.

1.121 "U.S. Exchange Fund" shall have the meaning set forth in Section  
2.5(a).                                                                         

 1.122 "U.S. Exchange Offer Documents" shall have the meaning set forth in
Section 1.4(b).                                                                 

1.123 "U.S. Exchange Ratio" shall have the meaning set forth in Section 
2.4(b).                                                                         

1.124 "US GAAP" shall have the meaning set forth in the eighth WHEREAS  
clause.                                                                         

1.125 "U.S. Merger Consideration" shall have the meaning set forth in   
Section 2.4(b).                                                                 

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1.126 "U.S. Person" shall mean (i) a citizen or resident of the United  
States, (ii) a corporation, partnership or other entity created or organized in 
or under the laws of the United States or any political subdivision thereof,    
(iii) an estate whose income is subject to United States Federal Income taxation
regardless of its source or (iv) a trust if (a) a court within the United States
is able to exercise primary supervision over the administration of the trust and
(b) one or more U.S. Persons have the authority to control all substantial      
decisions of the trust.                                                         

    1.127 "U.S. Share Exchange" shall have the meaning set forth in Section 2.3.

1.128 "U.S. Surviving Corporation" shall have the meaning set forth in  
Section 2.2.                                                                    

1.129 "Warrants" shall mean the warrants issued by Daimler-Benz in      
connection with the 4 1/8% Deutsche Mark Bearer Notes of 1996/2003 issued by    
Daimler-Benz Capital (Luxembourg) AG.                                           

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                                                          Exhibit B-1 to Annex A

FORM OF AFFILIATE LETTER FOR AFFILIATES OF
CHRYSLER CORPORATION

Chrysler Corporation                                                            
1000 Chrysler Drive                                                             
Auburn Hills, Michigan 48326                                                    

Daimler-Benz Aktiengesellschaft                                                 
225 Epplestrasse                                                                
70567 Stuttgart                                                                 
Germany                                                                         

Oppenheim Aktiengesellschaft                                                    
Unter Sachsenhausen 4                                                           
50667 Koln                                                                      
Germany                                                                         

Ladies and Gentlemen:                                                           

    I have been advised that as of the date of this letter I may be deemed to be
an "affiliate" of Chrysler Corporation, a Delaware corporation ("Chrysler"), as 
the term "affiliate" is (i) defined for purposes of paragraphs (c) and (d) of   
Rule 145 of the rules and regulations (the "Rules and Regulations") of the      
Securities and Exchange Commission (the "Commission") under the Securities Act  
of 1933, as amended (the "Act"), and/ or (ii) used in and for purposes of       
Accounting Series Releases No. 130 and No. 135, as amended, of the Commission.  
Pursuant to the terms of the Business Combination Agreement, dated as of May 7, 
1998 (the "Business Combination Agreement"), among Daimler-Benz                 
Aktiengesellschaft, an AKTIENGESELLSCHAFT organized and existing under the laws 
of the Federal Republic of Germany ("Daimler-Benz"), Chrysler, and Oppenheim    
Aktiengesellschaft, an AKTIENGESELLSCHAFT organized and existing under the laws 
of the Federal Republic of Germany ("Newco AG"), pursuant to which (i) Newco AG 
will exchange one ordinary share of no par value of Newco AG (the "Newco        
Ordinary Shares") or one Newco American Depositary Share representing one Newco 
Ordinary Share (the "Newco ADSs") for each outstanding ordinary share of DM 5   
nominal value of Daimler-Benz or the corresponding no par value share, as the   
case may be (the "Daimler-Benz Ordinary Shares") or Daimler-Benz American       
Depositary Share representing one Daimler-Benz Ordinary Share (the "Daimler-Benz
ADSs") tendered pursuant to an exchange offer being made by Newco to all holders
of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs (the "Exchange Offer"),   
(ii) simultaneously with the closing of the Exchange Offer, Chrysler Merger Sub,
a Delaware corporation, will merge with and into Chrysler (the "Chrysler        
Merger") whereby the Chrysler stockholders will have the right to receive Newco 
ADSs in exchange for their shares of common stock, par value $1.00 per share, of
Chrysler (the "Chrysler Common Stock"), and (iii) following the Exchange Offer, 
Daimler-Benz will merge with and into Newco and all remaining outstanding       
Daimler-Benz Ordinary Shares and Daimler-Benz ADSs will be converted into Newco 
Ordinary Shares or Newco ADSs, as the case may be, and (iv) stockholders of each
of Chrysler and Daimler-Benz will become stockholders of Newco. Capitalized     
terms used in this letter without definition shall have the meanings assigned to
them in the Business Combination Agreement.                                     

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As a result of the Chrysler Merger, I may receive Newco ADSs. I would   
receive such Newco ADSs in exchange for shares (or upon exercise of options for 
shares) owned by me of Chrysler Common Stock.                                   

1. I hereby represent, warrant and covenant to Newco, Chrysler and      
Daimler-Benz that in the event I receive any Newco ADSs as a result of the      
Chrysler Merger:                                                                

A.  I shall not make any offer, sale, pledge, transfer or other 
disposition of the Newco ADSs in violation of the Act or the Rules and  
Regulations.                                                            

  B.  I have carefully read this letter and the Business Combination
Agreement and discussed the requirements of such documents and other    
applicable limitations upon my ability to sell, transfer or otherwise   
  dispose of the Newco ADSs, to the extent I felt necessary, with my counsel
or counsel for Chrysler.                                                

 C.  I have been advised that the issuance of the Newco ADSs to me
pursuant to the Chrysler Merger has been registered with the Commission 
   under the Act on a Registration Statement on Form F-4. However, I have also
   been advised that, because at the time the Chrysler Merger is submitted for
a vote of the stockholders of Chrysler, (a) I may be deemed to be an    
  affiliate of Chrysler and (b) the distribution by me of the Newco ADSs has
not been registered under the Act, I may not sell, transfer or otherwise
dispose of the Newco ADSs issued to me in the Chrysler Merger unless (i)
such sale, transfer or other disposition is made in conformity with the 
    volume and other limitations of Rule 145 promulgated by the Commission under
  the Act, (ii) such sale, transfer or other disposition has been registered
  under the Act, or (iii) in the opinion of counsel reasonably acceptable to
    Newco, or a "no action" letter obtained by the undersigned from the staff of
   the Commission such sale, transfer or other disposition is otherwise exempt
from registration under the Act.                                        

        D.  I understand that except as provided for in the Business Combination
 Agreement, Newco is under no obligation to register the sale, transfer or
   other disposition of the Newco ADSs by me or on my behalf under the Act or,
   except as provided in paragraph 2 below, to take any other action necessary
in order to make compliance with an exemption from such registration    
available.                                                              

      E.  I further represent to, and covenant with, Newco, Daimler-Benz and
 Chrysler that I will not, during the 30 days prior to the Effective Time,
    sell, transfer or otherwise dispose of or reduce my risk (as contemplated by
the SEC Accounting Series Release No. 135) with respect to shares of    
Chrysler Common Stock that I may hold and, furthermore, that I will not 
    sell, transfer or otherwise dispose of or reduce my risk (as contemplated by
SEC Accounting Series Release No. 135) with respect to the Newco ADSs   
received by me in the Chrysler Merger or any other shares of the capital
    stock of Newco until after such time as results covering at least 30 days of
    operations of Newco have been published by Newco, in the form of a quarterly
earnings report, an effective registration statement filed with the     
Commission, a report to the Commission on Form 20-F or 6-K, or any other
public filing or announcement which includes the combined results of    
    operations of Chrysler and Daimler-Benz (the period commencing 30 days prior
to the Effective Time and ending on the date of the publication of the  
    post-Chrysler Merger financial results is referred to herein as the "Pooling
Period"). Newco shall notify the "affiliates" of the publication of such
results. Notwithstanding the foregoing, I understand that during the    
   aforementioned period, subject to providing written notice to Newco, I will
not be prohibited from selling up to 10% of the Newco ADSs (the "10%    
  Shares") received by me or the shares of Chrysler Common Stock owned by me
or making charitable contributions or bona fide gifts of the Newco ADSs 
  received by me or the shares of Chrysler Common Stock owned by me, subject
  to the same restrictions. The 10% Shares shall be calculated in accordance
 with SEC Accounting Series Release No. 135 as amended by Staff Accounting
Bulletin No. 76. I covenant with Newco that I will not sell, transfer or
otherwise dispose of any 10% Shares during the period commencing on the 
 Effective Time and ending on the last day of the Pooling Period except in
compliance with Rule 145(d)(i) under the Act or pursuant to charitable  
contributions or bona fide gifts.                                       

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        F.  Execution of this letter should not be considered an admission on my
part that I am an "affiliate" of Chrysler as described in the first     
   paragraph of this letter, or as a waiver of any rights I may have to object
to any claim that I am such an affiliate on or after the date of this   
letter.                                                                 

  2. By Newco AG's acceptance of this letter, Newco AG hereby agrees with me
that for so long as and to the extent necessary to permit me to sell the Newco  
ADSs pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Act,
Newco AG shall (a) use its reasonable best efforts (i) to file, on a timely     
basis, all reports and data required to be filed with the Commission by it      
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, and  
(ii) to furnish me upon request a written statement as to whether Newco AG has  
complied with such reporting requirements during the 12 months preceding any    
proposed sale of the Newco ADSs by me under Rule 145, and (b) otherwise use its 
reasonable efforts to permit such sales pursuant to Rule 145 and Rule 144.      

                     Very truly yours,
                                          --------------------------------------

         Name:

Agreed and accepted this     day of                 , 1998, by          

                                                                [Download Table]
                                                           
DAIMLER-BENZ AKTIENGESELLSCHAFT                            

By:        ----------------------------------------        
           Name:                                           
           Title:                                          

By:        ----------------------------------------        
           Name:                                           
           Title:                                          

CHRYSLER CORPORATION                                       

By:        ----------------------------------------        
           Name:                                           
           Title:                                          

OPPENHEIM AKTIENGESELLSCHAFT                               

By:        ----------------------------------------        
           Name:                                           
           Title:                                          

By:        ----------------------------------------        
           Name:                                           
           Title:                                          

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                                                          Exhibit B-2 to Annex A

FORM OF AFFILIATE LETTER FOR AFFILIATES OF
DAIMLER-BENZ AKTIENGESELLSCHAFT 

Chrysler Corporation                                                            
1000 Chrysler Drive                                                             
Auburn Hills, Michigan 48326                                                    

Daimler-Benz Aktiengesellschaft                                                 
225 Epplestrasse                                                                
70567 Stuttgart                                                                 
Germany                                                                         

Oppenheim Aktiengesellschaft                                                    
Unter Sachsenhausen                                                             
50667 Koln                                                                      
Germany                                                                         

Ladies and Gentlemen:                                                           

    I have been advised that as of the date of this letter I may be deemed to be
an "affiliate" of Daimler-Benz Aktiengesellschaft, an AKTIENGESELLSCHAFT        
organized and existing under the laws of the Federal Republic of Germany        
("Daimler-Benz"), as the term "affiliate" is (i) defined for purposes of        
paragraphs (c) and (d) of Rule 145 of the rules and regulations (the "Rules and 
Regulations") of the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), and/or (ii) used in and for 
purposes of Accounting Series Releases No. 130 and No. 135, as amended, of the  
Commission. Pursuant to the terms of the Business Combination Agreement, dated  
as of May 7, 1998 (the "Business Combination Agreement"), among Daimler-Benz,   
Chrysler Corporation, a Delaware corporation ("Chrysler"), and Oppenheim        
Aktiengesellschaft, an AKTIENGESELLSCHAFT organized and existing under the laws 
of the Federal Republic of Germany ("Newco AG"), pursuant to which (i) Newco AG 
will exchange one ordinary share of no par value of Newco AG (the "Newco        
Ordinary Shares") or one Newco American Depositary Share representing one Newco 
Ordinary Share (the "Newco ADSs"), for each outstanding ordinary share of DM 5  
nominal value of Daimler-Benz or the corresponding no par value share, as the   
case may be (the "Daimler-Benz Ordinary Shares") or Daimler-Benz American       
Depositary Share representing one Daimler-Benz Ordinary Share (the "Daimler-Benz
ADSs") tendered pursuant to an exchange offer being made by Newco AG to all     
holders of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs (the "Exchange    
Offer"), (ii) simultaneously with the closing of the Exchange Offer, Chrysler   
Merger Sub, a Delaware corporation, will merge, with and into Chrysler whereby  
the Chrysler stockholders will have the right to receive Newco ADSs in exchange 
for their shares of common stock, par value $1.00 per share, of Chrysler, and   
(iii) following the Exchange Offer, Daimler-Benz will merge with and into Newco 
AG (the "Daimler-Benz Merger") and all remaining outstanding Daimler-Benz       
Ordinary Shares and Daimler-Benz ADSs will be converted into Newco Ordinary     
Shares or Newco ADSs, as the case may be, and (iv) stockholders of each of      
Chrysler and Daimler-Benz will become stockholders of Newco AG. Capitalized     
terms used in this letter without definition shall have the meanings assigned to
them in the Business Combination Agreement.                                     

As a result of the Exchange Offer and/or the Daimler-Benz Merger, I may 
receive Newco Ordinary Shares. I would receive such Newco Ordinary Shares in    
exchange for Daimler-Benz Ordinary Shares owned by me.                          

1.  I hereby represent, warrant and covenant to Newco AG, Chrysler and  
Daimler-Benz that in the event I receive any Newco Ordinary Shares as a result  
of the Exchange Offer and/or the Daimler-Benz Merger:                           

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A.  I shall not make any offer, sale, pledge, transfer or other 
 disposition of Newco Ordinary Shares in violation of the Act or the Rules
and Regulations.                                                        

  B.  I have carefully read this letter and the Business Combination
Agreement and discussed the requirements of such documents and other    
applicable limitations upon my ability to sell, transfer or otherwise   
 dispose of Newco Ordinary Shares, to the extent I felt necessary, with my
counsel or counsel for Daimler-Benz.                                    

      C.  I have been advised that the issuance of the Newco Ordinary Shares
to me pursuant to the Exchange Offer or the Daimler-Benz Merger has been
   registered with the Commission under the Act on a Registration Statement on
 Form F-4. However, I have also been advised that, because at the time the
Exchange Offer and Daimler-Benz Merger are submitted for a vote of the  
stockholders of Daimler-Benz, (a) I may be deemed to be an affiliate of 
    Daimler-Benz and (b) the distribution by me of the Newco Ordinary Shares has
not been registered under the Act, I may not sell, transfer or otherwise
  dispose of the Newco Ordinary Shares issued to me in the Exchange Offer or
   the Daimler-Benz Merger unless (i) such sale, transfer or other disposition
is made in conformity with the volume and other limitations of Rule 145 
promulgated by the Commission under the Act, (ii) such sale, transfer or
    other disposition has been registered under the Act, or (iii) in the opinion
of counsel reasonably acceptable to Newco AG, or a "no action" letter   
obtained by the undersigned from the staff of the Commission such sale, 
 transfer or other disposition is otherwise exempt from registration under
the Act.                                                                

        D.  I understand that except as provided for in the Business Combination
    Agreement, Newco AG is under no obligation to register the sale, transfer or
  other disposition of the Newco Ordinary Shares by me or on my behalf under
the Act or, except as provided in paragraph 2 below, to take any other  
action necessary in order to make compliance with an exemption from such
registration available.                                                 

     E.  I further represent to, and covenant with, Newco AG, Daimler-Benz
and Chrysler that I will not, during the 30 days prior to the Effective 
Time, sell, transfer or otherwise dispose of or reduce my risk (as      
  contemplated by the SEC Accounting Series Release No. 135) with respect to
Daimler-Benz Ordinary Shares and Daimler-Benz ADSs that I may hold and, 
furthermore, that I will not sell, transfer or otherwise dispose of or  
 reduce my risk (as contemplated by SEC Accounting Series Release No. 135)
with respect to the Newco Ordinary Shares received by me in the Exchange
    Offer and/or the Daimler-Benz Merger or any other shares of capital stock of
Newco AG until after such time as results covering at least 30 days of  
operations of Newco AG have been published by Newco AG, in the form of a
 quarterly earnings report, an effective registration statement filed with
    the Commission, a report to the Commission on Form 20-F or 6-K, or any other
public filing or announcement which includes the combined results of    
    operations of Chrysler and Daimler-Benz (the period commencing 30 days prior
to the Effective Time and ending on the date of the publication of the  
    post-Chrysler Merger financial results is referred to herein as the "Pooling
   Period"). Newco AG shall notify the "affiliates" of the publication of such
results. Notwithstanding the foregoing, I understand that during the    
 aforementioned period, subject to providing written notice to Newco AG, I
  will not be prohibited from selling up to 10% of the Newco Ordinary Shares
   (the "10% Shares") received by me or the Daimler-Benz Ordinary Shares owned
by me or making charitable contributions or bona fide gifts of the Newco
   Ordinary Shares received by me or the Daimler-Benz Ordinary Shares owned by
   me, subject to the same restrictions. The 10% Shares shall be calculated in
 accordance with SEC Accounting Series Release No. 135 as amended by Staff
  Accounting Bulletin No. 76. I covenant with Newco AG that I will not sell,
    transfer or otherwise dispose of any 10% Shares during the period commencing
on the Effective Time and ending on the last day of the Pooling Period  
except in compliance with Rule 145(d)(i) under the Act or pursuant to   
charitable contributions or bona fide gifts.                            

        F.  Execution of this letter should not be considered an admission on my
part that I am an "affiliate" of Daimler-Benz as described in the first 
   paragraph of this letter, or as a waiver of any rights I may have to object
to any claim that I am such an affiliate on or after the date of this   
letter.                                                                 

   2.  By Newco AG's acceptance of this letter, Newco AG hereby agrees with me
that for so long as and to the extent necessary to permit me to sell the Newco  
Ordinary Shares pursuant to Rule 145 and, to the extent                         

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applicable, Rule 144 under the Act, Newco AG shall (a) use its reasonable best  
efforts (i) to file, on a timely basis, all reports and data required to be     
filed with the Commission by it pursuant to Section 13 of the Securities        
Exchange Act of 1934, as amended, and (ii) to furnish me upon request a written 
statement as to whether Newco has complied with such reporting requirements     
during the 12 months preceding any proposed sale of the Newco Ordinary Shares by
me under Rule 145, and (b) otherwise use its reasonable efforts to permit such  
sales pursuant to Rule 145 and Rule 144.                                        

                     Very truly yours,
                                          ______________________________________
         Name:

Agreed and accepted this   day                                                  
of           , 1998, by                                                         

                                                                [Download Table]
                                                    
DAIMLER-BENZ AKTIENGESELLSCHAFT                     

By:        ------------------------------------     
           Name:                                    
           Title:                                   

By:        ------------------------------------     
           Name:                                    
           Title:                                   

CHRYSLER CORPORATION                                

By:        ------------------------------------     
           Name:                                    
           Title:                                   

OPPENHEIM AKTIENGESELLSCHAFT                        

By:        ------------------------------------     
           Name:                                    
           Title:                                   

By:        ------------------------------------     
           Name:                                    
           Title:                                   

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                                                            Exhibit C to Annex A

FORM OF 

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CHRYSLER MERGER SUB 

The undersigned, [Officer], certifies that he is the [Title] of Chrysler
Merger Sub, a corporation organized and existing under the laws of the State of 
Delaware (the "Corporation"), and does hereby further certify as follows:       

(a) The name of the Corporation is Chrysler Merger Sub.         

        (b) The name under which the Corporation was originally incorporated was
Chrysler Merger Sub and the original Certificate of Incorporation of the
  Corporation was filed with the Secretary of State of the State of Delaware
on May   , 1998.                                                        

   (c) This Amended and Restated Certificate of Incorporation was duly
adopted in accordance with the provisions of Sections 242 and 245 of the
General Corporation Law of the State of Delaware.                       

      (d) The text of the Certificate of Incorporation of the Corporation as
amended hereby is restated to read in its entirety, as follows:         

    FIRST: The name of the Corporation is Chrysler Corporation (hereinafter, the
"Corporation").                                                                 

    SECOND: The address of the registered office of the Corporation in the State
of Delaware is 1209 Orange Street, in the City of Wilmington, County of New     
Castle. The name of its registered agent at that address is The Corporation     
Trust Company.                                                                  

THIRD: The purpose of the Corporation is to engage in any lawful act or 
activity for which a corporation may be organized under the General Corporation 
Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the  
"GCL").                                                                         

    FOURTH: The total number of shares of stock which the Corporation shall have
authority to issue is 1,000 shares of Common Stock, each having a par value of  
one penny ($.01).                                                               

   FIFTH: The name and mailing address of the Sole Incorporator is as follows:

                                                                [Download Table]

Name                                                      Address         
----                                                      -------         
                                                                          
[            ]                                            [              ]
                                                          [              ]

SIXTH: The following provisions are inserted for the management of the  
business and the conduct of the affairs of the Corporation, and for further     
definition, limitation and regulation of the powers of the Corporation and of   
its directors and stockholders:                                                 

      (1) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.                          

      (2) The directors shall have concurrent power with the stockholders to
    make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

       (3) The number of directors of the Corporation shall be as from time to
    time fixed by, or in the manner provided in, the By-Laws of the Corporation.
 Election of directors need not be by written ballot unless the By-Laws so
provide.                                                                

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       (4) No director shall be personally liable to the Corporation or any of
its stockholders for monetary damages for breach of fiduciary duty as a 
   director, except for liability (i) for any breach of the director's duty of
  loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing  
   violation of law, (iii) pursuant to Section 174 of the GCL, or (iv) for any
 transaction from which the director derived an improper personal benefit.
   Any repeal or modification of this Article SIXTH by the stockholders of the
    Corporation shall not adversely affect any right or protection of a director
   of the Corporation existing at the time of such repeal or modification with
    respect to acts or omissions occurring prior to such repeal or modification.

      (5) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to    
    exercise all such powers and do all such acts and things as may be exercised
   or done by the Corporation, subject, nevertheless, to the provisions of the
GCL, this Certificate of Incorporation, and any By-Laws adopted by the  
 stockholders; PROVIDED, HOWEVER, that no By-Laws hereafter adopted by the
stockholders shall invalidate any prior act of the directors which would
have been valid if such By-Laws had not been adopted.                   

  SEVENTH: The Corporation shall indemnify its directors and officers to the
fullest extent authorized or permitted by law, as now or hereafter in effect,   
and such right to indemnification shall continue as to a person who has ceased  
to be a director or officer of the Corporation and shall inure to the benefit of
his or her heirs, executors and personal and legal representatives; PROVIDED,   
HOWEVER, that, except for proceedings to enforce rights to indemnification, the 
Corporation shall not be obligated to indemnify any director or officer (or his 
or her heirs, executors or personal or legal representatives) in connection with
a proceeding (or part thereof) initiated by such person unless such proceeding  
(or part thereof) was authorized or consented to by the Board of Directors. The 
right to indemnification conferred by this Article SEVENTH shall include the    
right to be paid by the Corporation the expenses incurred in defending or       
otherwise participating in any proceeding in advance of its final disposition.  

    The Corporation may, to the extent authorized from time to time by the Board
of Directors, provide rights to indemnification and to the advancement of       
expenses to employees and agents of the Corporation similar to those conferred  
in this Article SEVENTH to directors and officers of the Corporation.           

 The rights to indemnification and to the advance of expenses conferred in
this Article SEVENTH shall not be exclusive of any other right which any person 
may have or hereafter acquire under the Certificate of Incorporation or the     
By-Laws of the Corporation, any statute, agreement, vote of stockholders or     
disinterested directors or otherwise.                                           

 Any repeal or modification of this Article SEVENTH by the stockholders of
the Corporation shall not adversely affect any rights to indemnification and to 
the advancement of expenses of a director or officer of the Corporation existing
at the time of such repeal or modification with respect to any acts or omissions
occurring prior to such repeal or modification.                                 

   EIGHTH: Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept  
(subject to any provision contained in the GCL) outside the State of Delaware at
such place or places as may be designated from time to time by the Board of     
Directors or in the By-Laws of the Corporation.                                 

   NINTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Amended and Restated Certificate of             
Incorporation, in the manner now or hereafter prescribed by statute, and all    
rights conferred upon stockholders herein are granted subject to this           
reservation.                                                                    

 IN WITNESS WHEREOF, Chrysler Merger Sub has caused this Certificate to be
duly executed in its corporate name this    day of         , 1998.              

                       CHRYSLER MERGER SUB
                                      By:_______________________________
         Name:
          Title:

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                                                            Exhibit D to Annex A

FORM OF 

BY-LAWS 

OF

CHRYSLER MERGER SUB 

(hereinafter called the "Corporation")

ARTICLE I 

OFFICES 

 SECTION 1.   REGISTERED OFFICE.  The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.    

  SECTION 2.   OTHER OFFICES.  The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of      
Directors may from time to time determine.                                      

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.   PLACE OF MEETINGS.  Meetings of the stockholders for the   
election of directors or for any other purpose shall be held at such time and   
place, either within or without the State of Delaware as shall be designated    
from time to time by the Board of Directors.                                    

  SECTION 2.   ANNUAL MEETINGS.  The Annual Meetings of Stockholders for the
election of directors shall be held on such date and at such time as shall be   
designated from time to time by the Board of Directors. Any other proper        
business may be transacted at the Annual Meeting of Stockholders.               

  SECTION 3.   SPECIAL MEETINGS.  Unless otherwise required by law or by the
certificate of incorporation of the Corporation, as amended and restated from   
time to time (the "Certificate of Incorporation"), Special Meetings of          
Stockholders, for any purpose or purposes, may be called by either (i) the      
Chairman, if there be one, or (ii) the President, (iii) any Vice President, if  
there be one, (iv) the Secretary or (v) any Assistant Secretary, if there be    
one, and shall be called by any such officer at the request in writing of (i)   
the Board of Directors, (ii) a committee of the Board of Directors that has been
duly designated by the Board of Directors and whose powers and authority include
the power to call such meetings or (iii) stockholders owning a majority of the  
capital stock of the Corporation issued and outstanding and entitled to vote.   
Such request shall state the purpose or purposes of the proposed meeting. At a  
Special Meeting of Stockholders, only such business shall be conducted as shall 
be specified in the notice of meeting (or any supplement thereto).              

SECTION 4.   NOTICE.  Whenever stockholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall be given    
which shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. Unless
otherwise required by law, the written notice of any meeting shall be given not 
less than ten nor more than sixty days before the date of the meeting to each   
stockholder entitled to vote at such meeting.                                   

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    SECTION 5.   ADJOURNMENTS.  Any meeting of the stockholders may be adjourned
from time to time to reconvene at the same or some other place, and notice need 
not be given of any such adjourned meeting if the time and place thereof are    
announced at the meeting at which the adjournment is taken. At the adjourned    
meeting, the Corporation may transact any business which might have been        
transacted at the original meeting. If the adjournment is for more than thirty  
days, or if after the adjournment a new record date is fixed for the adjourned  
meeting, notice of the adjourned meeting shall be given to each stockholder of  
record entitled to vote at the meeting.                                         

    SECTION 6.   QUORUM.  Unless otherwise required by law or the Certificate of
Incorporation, the holders of a majority of the capital stock issued and        
outstanding and entitled to vote thereat, present in person or represented by   
proxy, shall constitute a quorum at all meetings of the stockholders for the    
transaction of business. A quorum, once established, shall not be broken by the 
withdrawal of enough votes to leave less than a quorum. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the     
stockholders entitled to vote thereat, present in person or represented by      
proxy, shall have power to adjourn the meeting from time to time, in the manner 
provided in Section 5, until a quorum shall be present or represented.          

  SECTION 7.   VOTING.  Unless otherwise required by law, the Certificate of
Incorporation or these By-laws, any question brought before any meeting of      
stockholders, other than the election of directors, shall be decided by the vote
of the holders of a majority of the total number of votes of the capital stock  
represented and entitled to vote thereat, voting as a single class. Unless      
otherwise provided in the Certificate of Incorporation, and subject to Section 5
of Article V hereof, each stockholder represented at a meeting of stockholders  
shall be entitled to cast one vote for each share of the capital stock entitled 
to vote thereat held by such stockholder. Such votes may be cast in person or by
proxy but no proxy shall be voted on or after three years from its date, unless 
such proxy provides for a longer period. The Board of Directors, in its         
discretion, or the officer of the Corporation presiding at a meeting of         
stockholders, in such officer's discretion, may require that any votes cast at  
such meeting shall be cast by written ballot.                                   

  SECTION 8.   CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.  Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted  
to be taken at any Annual or Special Meeting of Stockholders of the Corporation 
may be taken without a meeting, without prior notice and without a vote, if a   
consent or consents in writing, setting forth the action so taken, shall be     
signed by the holders of outstanding stock having not less than the minimum     
number of votes that would be necessary to authorize or take such action at a   
meeting at which all shares entitled to vote thereon were present and voted and 
shall be delivered to the Corporation by delivery to its registered office in   
the State of Delaware, its principal place of business, or an officer or agent  
of the corporation having custody of the book in which proceedings of meetings  
of stockholders are recorded. Delivery made to the Corporation's registered     
office shall be by hand or by certified or registered mail, return receipt      
requested. Every written consent shall bear the date of signature of each       
stockholder who signs the consent and no written consent shall be effective to  
take the corporate action referred to therein unless, within sixty days of the  
earliest dated consent delivered in the manner required by this Section 8 to the
Corporation, written consents signed by a sufficient number of holders to take  
action are delivered to the Corporation by delivery to its registered office in 
the State of Delaware, its principal place of business, or an officer or agent  
of the Corporation having custody of the book in which proceedings of meetings  
of stockholders are recorded. Prompt notice of the taking of the corporate      
action without a meeting by less than unanimous written consent shall be given  
to those stockholders who have not consented in writing and who, if the action  
had been taken at a meeting, would have been entitled to notice of the meeting  
if the record date for such meeting had been the date that written consents     
signed by a sufficient number of holders to take the action were delivered to   
the Corporation as provided above in this section.                              

SECTION 9.   LIST OF STOCKHOLDERS ENTITLED TO VOTE.  The officer of the 
Corporation who has charge of the stock ledger of the Corporation shall prepare 
and make, at least ten days before every meeting of stockholders, a complete    
list of the stockholders entitled to vote at the meeting, arranged in           
alphabetical order, and showing the address of each stockholder and the number  
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,     
during ordinary                                                                 

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business hours, for a period of at least ten days prior to the meeting either at
a place within the city where the meeting is to be held, which place shall be   
specified in the notice of the meeting, or, if not so specified, at the place   
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be         
inspected by any stockholder of the Corporation who is present.                 

 SECTION 10.   STOCK LEDGER.  The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock  
ledger, the list required by Section 9 of this Article II or the books of the   
Corporation, or to vote in person or by proxy at any meeting of stockholders.   

SECTION 11.   CONDUCT OF MEETINGS.  The Board of Directors of the       
Corporation may adopt by resolution such rules and regulations for the conduct  
of the meeting of the stockholders as it shall deem appropriate. Except to the  
extent inconsistent with such rules and regulations as adopted by the Board of  
Directors, the chairman of any meeting of the stockholders shall have the right 
and authority to prescribe such rules, regulations and procedures and to do all 
such acts as, in the judgment of such chairman, are appropriate for the proper  
conduct of the meeting. Such rules, regulations or procedures, whether adopted  
by the Board of Directors or prescribed by the chairman of the meeting, may     
include, without limitation, the following: (i) the establishment of an agenda  
or order of business for the meeting; (ii) the determination of when the polls  
shall open and close for any given matter to be voted on at the meeting; (iii)  
rules and procedures for maintaining order at the meeting and the safety of     
those present; (iv) limitations on attendance at or participation in the meeting
to stockholders of record of the corporation, their duly authorized and         
constituted proxies or such other persons as the chairman of the meeting shall  
determine; (v) restrictions on entry to the meeting after the time fixed for the
commencement thereof; and (vi) limitations on the time allotted to questions or 
comments by participants.                                                       

ARTICLE III 

DIRECTORS 

    SECTION 1.   NUMBER AND ELECTION OF DIRECTORS.  The Board of Directors shall
consist of not less than one nor more than fifteen members, the exact number of 
which shall initially be fixed by the Incorporator and thereafter from time to  
time by the Board of Directors. Except as provided in Section 2 of this Article 
III, directors shall be elected by a plurality of the votes cast at the Annual  
Meetings of Stockholders and each director so elected shall hold office until   
the next Annual Meeting of Stockholders and until such director's successor is  
duly elected and qualified, or until such director's earlier death, resignation 
or removal. Any director may resign at any time upon written notice to the      
Corporation. Directors need not be stockholders.                                

    SECTION 2.   VACANCIES.  Unless otherwise required by law or the Certificate
of Incorporation, vacancies arising through death, resignation, removal, an     
increase in the number of directors or otherwise may be filled only by a        
majority of the directors then in office, though less than a quorum, or by a    
sole remaining director, and the directors so chosen shall hold office until the
next Annual Meeting of Stockholders and until their successors are duly elected 
and qualified, or until their earlier death, resignation or removal.            

    SECTION 3.   DUTIES AND POWERS.  The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may  
exercise all such powers of the Corporation and do all such lawful acts and     
things as are not by statute or by the Certificate of Incorporation or by these 
By-Laws required to be exercised or done by the stockholders.                   

SECTION 4.  MEETINGS.  The Board of Directors may hold meetings, both   
regular and special, either within or without the State of Delaware. Regular    
meetings of the Board of Directors may be held without notice at such time and  
at such place as may from time to time be determined by the Board of Directors. 
Special meetings of the Board of Directors may be called by the Chairman, if    
there be one, the President, or by any director. Notice thereof stating the     
place, date and hour of the meeting shall be given to each director either by   
mail not less than forty-eight (48) hours before the date of the meeting, by    
telephone or telegram on twenty-four (24) hours'                                

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notice, or on such shorter notice as the person or persons calling such meeting 
may deem necessary or appropriate in the circumstances.                         

    SECTION 5.   QUORUM.  Except as otherwise required by law or the Certificate
of Incorporation, at all meetings of the Board of Directors, a majority of the  
entire Board of Directors shall constitute a quorum for the transaction of      
business and the act of a majority of the directors present at any meeting at   
which there is a quorum shall be the act of the Board of Directors. If a quorum 
shall not be present at any meeting of the Board of Directors, the directors    
present thereat may adjourn the meeting from time to time, without notice other 
than announcement at the meeting of the time and place of the adjourned meeting,
until a quorum shall be present.                                                

  SECTION 6.   ACTIONS BY WRITTEN CONSENT.  Unless otherwise provided in the
Certificate of Incorporation, or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all the members of the Board of Directors or 
committee, as the case may be, consent thereto in writing, and the writing or   
writings are filed with the minutes of proceedings of the Board of Directors or 
committee.                                                                      

 SECTION 7.   MEETINGS BY MEANS OF CONFERENCE TELEPHONE.  Unless otherwise
provided in the Certificate of Incorporation, members of the Board of Directors 
of the Corporation, or any committee thereof, may participate in a meeting of   
the Board of Directors or such committee by means of a conference telephone or  
similar communications equipment by means of which all persons participating in 
the meeting can hear each other, and participation in a meeting pursuant to this
Section 7 shall constitute presence in person at such meeting.                  

  SECTION 8.   COMMITTEES.  The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the    
Corporation. The Board of Directors may designate one or more directors as      
alternate members of any committee, who may replace any absent or disqualified  
member at any meeting of any such committee. In the absence or disqualification 
of a member of a committee, and in the absence of a designation by the Board of 
Directors of an alternate member to replace the absent or disqualified member,  
the member or members thereof present at any meeting and not disqualified from  
voting, whether or not such member or members constitute a quorum, may          
unanimously appoint another member of the Board of Directors to act at the      
meeting in the place of any absent or disqualified member. Any committee, to the
extent permitted by law and provided in the resolution establishing such        
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation,  
and may authorize the seal of the Corporation to be affixed to all papers which 
may require it. Each committee shall keep regular minutes and report to the     
Board of Directors when required.                                               

SECTION 9.   COMPENSATION.  The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a  
fixed sum for attendance at each meeting of the Board of Directors or a stated  
salary as director, payable in cash or securities. No such payment shall        
preclude any director from serving the Corporation in any other capacity and    
receiving compensation therefor. Members of special or standing committees may  
be allowed like compensation for attending committee meetings.                  

   SECTION 10.  INTERESTED DIRECTORS.   No contract or transaction between the
Corporation and one or more of its directors or officers, or between the        
Corporation and any other corporation, partnership, association, or other       
organization in which one or more of its directors or officers are directors or 
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates 
in the meeting of the Board of Directors or committee thereof which authorizes  
the contract or transaction, or solely because the director or officer's vote is
counted for such purpose if (i) the material facts as to the director or        
officer's relationship or interest and as to the contract or transaction are    
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction  
by the affirmative votes of a majority of the disinterested directors, even     
though the disinterested directors be less than a quorum; or (ii) the material  
facts as to the director or officer's relationship or interest and as to the    
contract or transaction are disclosed or are known to the stockholders entitled 
to vote thereon, and the contract or transaction is specifically approved in    
good faith by vote of the stockholders; or (iii) the contract or transaction is 
fair as to the Corporation as of the time it is authorized,                     

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approved or ratified by the Board of Directors, a committee thereof or the      
stockholders. Common or interested directors may be counted in determining the  
presence of a quorum at a meeting of the Board of Directors or of a committee   
which authorizes the contract or transaction.                                   

ARTICLE IV

OFFICERS

 SECTION 1.   GENERAL.  The officers of the Corporation shall be chosen by
the Board of Directors and shall include a President, a Secretary and a         
Treasurer. The Board of Directors, in its discretion, also may choose a Chairman
of the Board of Directors (who must be a director) and one or more Vice         
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any 
number of offices may be held by the same person, unless otherwise prohibited by
law or the Certificate of Incorporation. The officers of the Corporation need   
not be stockholders of the Corporation nor, except in the case of the Chairman  
of the Board of Directors, need such officers be directors of the Corporation.  

 SECTION 2.   ELECTION.  The Board of Directors, at its first meeting held
after each Annual Meeting of Stockholders (or action by written consent of      
stockholders in lieu of the Annual Meeting of Stockholders), shall elect the    
officers of the Corporation who shall hold their offices for such terms and     
shall exercise such powers and perform such duties as shall be determined from  
time to time by the Board of Directors; and all officers of the Corporation     
shall hold office until their successors are chosen and qualified, or until     
their earlier death, resignation or removal. Any officer elected by the Board of
Directors may be removed at any time by the affirmative vote of the Board of    
Directors. Any vacancy occurring in any office of the Corporation shall be      
filled by the Board of Directors. The salaries of all officers of the           
Corporation shall be fixed by the Board of Directors.                           

SECTION 3.   VOTING SECURITIES OWNED BY THE CORPORATION.  Powers of     
attorney, proxies, waivers of notice of meeting, consents and other instruments 
relating to securities owned by the Corporation may be executed in the name of  
and on behalf of the Corporation by the President or any Vice President or any  
other officer authorized to do so by the Board of Directors and any such officer
may, in the name of and on behalf of the Corporation, take all such action as   
any such officer may deem advisable to vote in person or by proxy at any meeting
of security holders of any corporation in which the Corporation may own         
securities and at any such meeting shall possess and may exercise any and all   
rights and power incident to the ownership of such securities and which, as the 
owner thereof, the Corporation might have exercised and possessed if present.   
The Board of Directors may, by resolution, from time to time confer like powers 
upon any other person or persons.                                               

   SECTION 4.   CHAIRMAN OF THE BOARD OF DIRECTORS.  The Chairman of the Board
of Directors, if there be one, shall preside at all meetings of the stockholders
and of the Board of Directors. The Chairman of the Board of Directors shall be  
the Chief Executive Officer of the Corporation, unless the Board of Directors   
designates the President as the Chief Executive Officer, and, except where by   
law the signature of the President is required, the Chairman of the Board of    
Directors shall possess the same power as the President to sign all contracts,  
certificates and other instruments of the Corporation which may be authorized by
the Board of Directors. During the absence or disability of the President, the  
Chairman of the Board of Directors shall exercise all the powers and discharge  
all the duties of the President. The Chairman of the Board of Directors shall   
also perform such other duties and may exercise such other powers as may from   
time to time be assigned by these By-Laws or by the Board of Directors.         

   SECTION 5.   PRESIDENT.  The President shall, subject to the control of the
Board of Directors and, if there be one, the Chairman of the Board of Directors,
have general supervision of the business of the Corporation and shall see that  
all orders and resolutions of the Board of Directors are carried into effect.   
The President shall execute all bonds, mortgages, contracts and other           
instruments of the Corporation requiring a seal, under the seal of the          
Corporation, except where required or permitted by law to be otherwise signed   
and executed and except that the other officers of the Corporation may sign and 
execute documents when so authorized by these By-Laws, the Board of Directors or
the President. In the absence or disability of the Chairman of the Board of     
Directors, or if there be none, the President shall preside at all meetings of  
the stockholders and the Board of                                               

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Directors. If there be no Chairman of the Board of Directors, or if the Board of
Directors shall otherwise designate, the President shall be the Chief Executive 
Officer of the Corporation. The President shall also perform such other duties  
and may exercise such other powers as may from time to time be assigned to such 
officer by these By-Laws or by the Board of Directors.                          

SECTION 6.   VICE PRESIDENTS.  At the request of the President or in the
President's absence or in the event of the President's inability or refusal to  
act (and if there be no Chairman of the Board of Directors), the Vice President,
or the Vice Presidents if there is more than one (in the order designated by the
Board of Directors), shall perform the duties of the President, and when so     
acting, shall have all the powers of and be subject to all the restrictions upon
the President. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors from time to time may prescribe. If there
be no Chairman of the Board of Directors and no Vice President, the Board of    
Directors shall designate the officer of the Corporation who, in the absence of 
the President or in the event of the inability or refusal of the President to   
act, shall perform the duties of the President, and when so acting, shall have  
all the powers of and be subject to all the restrictions upon the President.    

SECTION 7.   SECRETARY.  The Secretary shall attend all meetings of the 
Board of Directors and all meetings of stockholders and record all the          
proceedings thereat in a book or books to be kept for that purpose; the         
Secretary shall also perform like duties for committees of the Board of         
Directors when required. The Secretary shall give, or cause to be given, notice 
of all meetings of the stockholders and special meetings of the Board of        
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors, the Chairman of the Board of Directors or the President, under    
whose supervision the Secretary shall be. If the Secretary shall be unable or   
shall refuse to cause to be given notice of all meetings of the stockholders and
special meetings of the Board of Directors, and if there be no Assistant        
Secretary, then either the Board of Directors or the President may choose       
another officer to cause such notice to be given. The Secretary shall have      
custody of the seal of the Corporation and the Secretary or any Assistant       
Secretary, if there be one, shall have authority to affix the same to any       
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary. The Board 
of Directors may give general authority to any other officer to affix the seal  
of the Corporation and to attest to the affixing by such officer's signature.   
The Secretary shall see that all books, reports, statements, certificates and   
other documents and records required by law to be kept or filed are properly    
kept or filed, as the case may be.                                              

SECTION 8.   TREASURER.  The Treasurer shall have the custody of the    
corporate funds and securities and shall keep full and accurate accounts of     
receipts and disbursements in books belonging to the Corporation and shall      
deposit all moneys and other valuable effects in the name and to the credit of  
the Corporation in such depositories as may be designated by the Board of       
Directors. The Treasurer shall disburse the funds of the Corporation as may be  
ordered by the Board of Directors, taking proper vouchers for such              
disbursements, and shall render to the President and the Board of Directors, at 
its regular meetings, or when the Board of Directors so requires, an account of 
all transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, the Treasurer shall give the Corporation 
a bond in such sum and with such surety or sureties as shall be satisfactory to 
the Board of Directors for the faithful performance of the duties of the office 
of the Treasurer and for the restoration to the Corporation, in case of the     
Treasurer's death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in the Treasurer's  
possession or under the Treasurer's control belonging to the Corporation.       

    SECTION 9.   ASSISTANT SECRETARIES.  Assistant Secretaries, if there be any,
shall perform such duties and have such powers as from time to time may be      
assigned to them by the Board of Directors, the President, any Vice President,  
if there be one, or the Secretary, and in the absence of the Secretary or in the
event of the Secretary's disability or refusal to act, shall perform the duties 
of the Secretary, and when so acting, shall have all the powers of and be       
subject to all the restrictions upon the Secretary.                             

   SECTION 10.   ASSISTANT TREASURERS.  Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be      
assigned to them by the Board of Directors, the President, any                  

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Vice President, if there be one, or the Treasurer, and in the absence of the    
Treasurer or in the event of the Treasurer's disability or refusal to act, shall
perform the duties of the Treasurer, and when so acting, shall have all the     
powers of and be subject to all the restrictions upon the Treasurer. If required
by the Board of Directors, an Assistant Treasurer shall give the Corporation a  
bond in such sum and with such surety or sureties as shall be satisfactory to   
the Board of Directors for the faithful performance of the duties of the office 
of Assistant Treasurer and for the restoration to the Corporation, in case of   
the Assistant Treasurer's death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in the
Assistant Treasurer's possession or under the Assistant Treasurer's control     
belonging to the Corporation.                                                   

   SECTION 11.  OTHER OFFICERS.  Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time  
may be assigned to them by the Board of Directors. The Board of Directors may   
delegate to any other officer of the Corporation the power to choose such other 
officers and to prescribe their respective duties and powers.                   

ARTICLE V 

STOCK 

    SECTION 1.   FORM OF CERTIFICATES.  Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation  
(i) by the Chairman of the Board of Directors, the President or a Vice President
and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an     
Assistant Secretary of the Corporation, certifying the number of shares owned by
such stockholder in the Corporation.                                            

   SECTION 2.   SIGNATURES.  Any or all of the signatures on a certificate may
be a facsimile. In case any officer, transfer agent or registrar who has signed 
or whose facsimile signature has been placed upon a certificate shall have      
ceased to be such officer, transfer agent or registrar before such certificate  
is issued, it may be issued by the Corporation with the same effect as if such  
person were such officer, transfer agent or registrar at the date of issue.     

SECTION 3.   LOST CERTIFICATES.  The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the  
Corporation alleged to have been lost, stolen or destroyed, upon the making of  
an affidavit of that fact by the person claiming the certificate of stock to be 
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the   
issuance thereof, require the owner of such lost, stolen or destroyed           
certificate, or the owner's legal representative, to advertise the same in such 
manner as the Board of Directors shall require and/or to give the Corporation a 
bond in such sum as it may direct as indemnity against any claim that may be    
made against the Corporation with respect to the certificate alleged to have    
been lost, stolen or destroyed or the issuance of such new certificate.         

  SECTION 4.   TRANSFERS.  Stock of the Corporation shall be transferable in
the manner prescribed by law and in these By-Laws. Transfers of stock shall be  
made on the books of the Corporation only by the person named in the certificate
or by such person's attorney lawfully constituted in writing and upon the       
surrender of the certificate therefor, which shall be cancelled before a new    
certificate shall be issued. No transfer of stock shall be valid as against the 
Corporation for any purpose until it shall have been entered in the stock       
records of the Corporation by an entry showing from and to whom transferred.    

SECTION 5.  RECORD DATE.                                                

    (a) In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof, 
the board of directors may fix a record date, which record date shall not       
precede the date upon which the resolution fixing the record date is adopted by 
the Board of Directors, and which record date shall not be more than sixty nor  
less than ten days before the date of such meeting. If no record date is fixed  
by the Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of   
business on the day next preceding the day on which notice is given, or, if     
notice is waived, at the close of business on the day next                      

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preceding the day on which the meeting is held. A determination of stockholders 
of record entitled to notice of or to vote at a meeting of stockholders shall   
apply to any adjournment of the meeting; providing, however, that the Board of  
Directors may fix a new record date for the adjourned meeting.                  

    (b) In order that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board of Directors
may fix a record date, which record date shall not precede the date upon which  
the resolution fixing the record date is adopted by the Board of Directors, and 
which record date shall not be more than ten days after the date upon which the 
resolution fixing the record date is adopted by the Board of Directors. If no   
record date has been fixed by the Board of Directors, the record date for       
determining stockholders entitled to consent to corporate action in writing     
without a meeting, when no prior action by the Board of Directors is required by
law, shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation by delivery
to its registered office in this State, its principal place of business, or an  
officer or agent of the Corporation having custody of the book in which         
proceedings of meetings of stockholders are recorded. Delivery made to a        
corporation's registered office shall be by hand or by certified or registered  
mail, return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by law, the    
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on    
which the Board of Directors adopts the resolutions taking such prior action.   

    (c) In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders entitled to exercise any rights in respect of any change,   
conversion or exchange of stock, or for the purpose of any other lawful action, 
the Board of Directors may fix a record date, which record date shall not       
precede the date upon which the resolution fixing the record date is adopted,   
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any   
such purpose shall be at the close of business on the day on which the Board of 
Directors adopts the resolution relating thereto.                               

  SECTION 6.  RECORD OWNERS.  The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares  
to receive dividends, and to vote as such owner, and to hold liable for calls   
and assessments a person registered on its books as the owner of shares, and    
shall not be bound to recognize any equitable or other claim to or interest in  
such share or shares on the part of any other person, whether or not it shall   
have express or other notice thereof, except as otherwise required by law.      

ARTICLE VI

NOTICES 

SECTION 1.   NOTICES.  Whenever written notice is required by law, the  
Certificate of Incorporation or these By-Laws, to be given to any director,     
member of a committee or stockholder, such notice may be given by mail,         
addressed to such director, member of a committee or stockholder, at such       
person's address as it appears on the records of the Corporation, with postage  
thereon prepaid, and such notice shall be deemed to be given at the time when   
the same shall be deposited in the United States mail. Written notice may also  
be given personally or by telegram, telex or cable.                             

   SECTION 2.  WAIVERS OF NOTICE.  Whenever any notice is required by law, the
Certificate of Incorporation or these By-Laws, to be given to any director,     
member of a committee or stockholder, a waiver thereof in writing, signed, by   
the person or persons entitled to said notice, whether before or after the time 
stated therein, shall be deemed equivalent thereto. Attendance of a person at a 
meeting, present in person or represented by proxy, shall constitute a waiver of
notice of such meeting, except where the person attends the meeting for the     
express purpose of objecting at the beginning of the meeting to the transaction 
of any business because the meeting is not lawfully called or convened.         

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ARTICLE VII 

GENERAL PROVISIONS

SECTION 1.   DIVIDENDS.  Dividends upon the capital stock of the        
Corporation, subject to the requirements of the DGCL and the provisions of the  
Certificate of Incorporation, if any, may be declared by the Board of Directors 
at any regular or special meeting of the Board of Directors (or any action by   
written consent in lieu thereof in accordance with Section 6 of Article III     
hereof), and may be paid in cash, in property, or in shares of the Corporation's
capital stock. Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the Board  
of Directors from time to time, in its absolute discretion, deems proper as a   
reserve or reserves to meet contingencies, or for equalizing dividends, or for  
repairing or maintaining any property of the Corporation, or for any proper     
purpose, and the Board of Directors may modify or abolish any such reserve.     

 SECTION 2.   DISBURSEMENTS.  All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.           

    SECTION 3.   FISCAL YEAR.  The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.                                        

SECTION 4.   CORPORATE SEAL.  The corporate seal shall have inscribed   
thereon the name of the Corporation, the year of its organization and the words 
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile   
thereof to be impressed or affixed or reproduced or otherwise.                  

ARTICLE VIII

INDEMNIFICATION 

   SECTION 1.   POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN
THOSE BY OR IN THE RIGHT OF THE CORPORATION.  Subject to Section 3 of this      
Article VIII, the Corporation shall indemnify any person who was or is a party  
or is threatened to be made a party to any threatened, pending or completed     
action, suit or proceeding, whether civil, criminal, administrative or          
investigative (other than an action by or in the right of the Corporation) by   
reason of the fact that such person is or was a director or officer of the      
Corporation, or is or was a director or officer of the Corporation serving at   
the request of the Corporation as a director or officer, employee or agent of   
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person  
in connection with such action, suit or proceeding if such person acted in good 
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action 
or proceeding, had no reasonable cause to believe such person's conduct was     
unlawful. The termination of any action, suit or proceeding by judgment, order, 
settlement, conviction, or upon a plea of nolo contendere or its equivalent,    
shall not, of itself, create a presumption that the person did not act in good  
faith and in a manner which such person reasonably believed to be in or not     
opposed to the best interests of the Corporation, and, with respect to any      
criminal action or proceeding, had reasonable cause to believe that such        
person's conduct was unlawful.                                                  

 SECTION 2.   POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN
THE RIGHT OF THE CORPORATION. Subject to Section 3 of this Article VIII, the    
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in 
the right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer of the Corporation, or is 
or was a director or officer of the Corporation serving at the request of the   
Corporation as a director, officer, employee or agent of another corporation,   
partnership, joint venture, trust, employee benefit plan or other enterprise    
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit 
if such person acted in good faith and in a manner such person reasonably       
believed to be in or not opposed to the best interests of                       

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the Corporation; except that no indemnification shall be made in respect of any 
claim, issue or matter as to which such person shall have been adjudged to be   
liable to the Corporation unless and only to the extent that the Court of       
Chancery or the court in which such action or suit was brought shall determine  
upon application that, despite the adjudication of liability but in view of all 
the circumstances of the case, such person is fairly and reasonably entitled to 
indemnity for such expenses which the Court of Chancery or such other court     
shall deem proper.                                                              

 SECTION 3.   AUTHORIZATION OF INDEMNIFICATION.  Any indemnification under
this Article VIII (unless ordered by a court) shall be made by the Corporation  
only as authorized in the specific case upon a determination that               
indemnification of the director or officer is proper in the circumstances       
because such person has met the applicable standard of conduct set forth in     
Section 1 or Section 2 of this Article VIII, as the case may be. Such           
determination shall be made, with respect to a person who is a director or      
officer at the time of such determination, (i) by a majority vote of the        
directors who are not parties to such action, suit or proceeding, even though   
less than a quorum, or (ii) by a committee of such directors designated by a    
majority vote of such directors, even though less than a quorum, or (iii) if    
there are no such directors, or if such directors so direct, by independent     
legal counsel in a written opinion or (iv) by the stockholders. Such            
determination shall be made, with respect to former directors and officers, by  
any person or persons having the authority to act on the matter on behalf of the
Corporation. To the extent, however, that a present or former director or       
officer of the Corporation has been successful on the merits or otherwise in    
defense of any action, suit or proceeding described above, or in defense of any 
claim, issue or matter therein, such person shall be indemnified against        
expenses (including attorneys' fees) actually and reasonably incurred by such   
person in connection therewith, without the necessity of authorization in the   
specific case.                                                                  

 SECTION 4.   GOOD FAITH DEFINED.  For purposes of any determination under
Section 3 of this Article VIII, a person shall be deemed to have acted in good  
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, or, with respect to any criminal action  
or proceeding, to have had no reasonable cause to believe such person's conduct 
was unlawful, if such person's action is based on the records or books of       
account of the Corporation or another enterprise, or on information supplied to 
such person by the officers of the Corporation or another enterprise in the     
course of their duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to the    
Corporation or another enterprise by an independent certified public accountant 
or by an appraiser or other expert selected with reasonable care by the         
Corporation or another enterprise. The term "another enterprise" as used in this
Section 4 shall mean any other corporation or any partnership, joint venture,   
trust, employee benefit plan or other enterprise of which such person is or was 
serving at the request of the Corporation as a director, officer, employee or   
agent. The provisions of this Section 4 shall not be deemed to be exclusive or  
to limit in any way the circumstances in which a person may be deemed to have   
met the applicable standard of conduct set forth in Section 1 or 2 of this      
Article VIII, as the case may be.                                               

SECTION 5.   INDEMNIFICATION BY A COURT.  Notwithstanding any contrary  
determination in the specific case under Section 3 of this Article VIII, and    
notwithstanding the absence of any determination thereunder, any director or    
officer may apply to the Court of Chancery in the State of Delaware for         
indemnification to the extent otherwise permissible under Sections 1 and 2 of   
this Article VIII. The basis of such indemnification by a court shall be a      
determination by such court that indemnification of the director or officer is  
proper in the circumstances because such person has met the applicable standards
of conduct set forth in Section 1 or 2 of this Article VIII, as the case may be.
Neither a contrary determination in the specific case under Section 3 of this   
Article VIII nor the absence of any determination thereunder shall be a defense 
to such application or create a presumption that the director or officer seeking
indemnification has not met any applicable standard of conduct. Notice of any   
application for indemnification pursuant to this Section 5 shall be given to the
Corporation promptly upon the filing of such application. If successful, in     
whole or in part, the director or officer seeking indemnification shall also be 
entitled to be paid the expense of prosecuting such application.                

  SECTION 6.   EXPENSES PAYABLE IN ADVANCE.  Expenses incurred by a director
or officer in defending any civil, criminal, administrative or investigative    
action, suit or proceeding shall be paid by the Corporation in                  

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advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such     
amount if it shall ultimately be determined that such person is not entitled to 
be indemnified by the Corporation as authorized in this Article VIII.           

SECTION 7.   NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF       
EXPENSES.  The indemnification and advancement of expenses provided by or       
granted pursuant to this Article VIII shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be 
entitled under the Certificate of Incorporation, any By-Law, agreement, vote of 
stockholders or disinterested directors or otherwise, both as to action in such 
person's official capacity and as to action in another capacity while holding   
such office, it being the policy of the Corporation that indemnification of the 
persons specified in Sections 1 and 2 of this Article VIII shall be made to the 
fullest extent permitted by law. The provisions of this Article VIII shall not  
be deemed to preclude the indemnification of any person who is not specified in 
Section 1 or 2 of this Article VIII but whom the Corporation has the power or   
obligation to indemnify under the provisions of the General Corporation Law of  
the State of Delaware, or otherwise.                                            

    SECTION 8.   INSURANCE.  The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director or officer of the Corporation, 
or is or was a director or officer of the Corporation serving at the request of 
the Corporation as a director, officer, employee or agent of another            
corporation, partnership, joint venture, trust, employee benefit plan or other  
enterprise against any liability asserted against such person and incurred by   
such person in any such capacity, or arising out of such person's status as     
such, whether or not the Corporation would have the power or the obligation to  
indemnify such person against such liability under the provisions of this       
Article VIII.                                                                   

SECTION 9.   CERTAIN DEFINITIONS.  For purposes of this Article VIII,   
references to "the Corporation" shall include, in addition to the resulting     
corporation, any constituent corporation (including any constituent of a        
constituent) absorbed in a consolidation or merger which, if its separate       
existence had continued, would have had power and authority to indemnify its    
directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director or officer of such        
constituent corporation serving at the request of such constituent corporation  
as a director, officer, employee or agent of another corporation, partnership,  
joint venture, trust, employee benefit plan or other enterprise, shall stand in 
the same position under the provisions of this Article VIII with respect to the 
resulting or surviving corporation as such person would have with respect to    
such constituent corporation if its separate existence had continued. For       
purposes of this Article VIII, references to "fines" shall include any excise   
taxes assessed on a person with respect to an employee benefit plan; and        
references to "serving at the request of the Corporation" shall include any     
service as a director, officer, employee or agent of the Corporation which      
imposes duties on, or involves services by, such director or officer with       
respect to an employee benefit plan, its participants or beneficiaries; and a   
person who acted in good faith and in a manner such person reasonably believed  
to be in the interest of the participants and beneficiaries of an employee      
benefit plan shall be deemed to have acted in a manner "not opposed to the best 
interests of the Corporation" as referred to in this Article VIII.              

   SECTION 10.   SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall, unless otherwise provided when authorized or ratified, 
continue as to a person who has ceased to be a director or officer and shall    
inure to the benefit of the heirs, executors and administrators of such a       
person.                                                                         

SECTION 11.   LIMITATION ON INDEMNIFICATION.  Notwithstanding anything  
contained in this Article VIII to the contrary, except for proceedings to       
enforce rights to indemnification (which shall be governed by Section 5 hereof),
the Corporation shall not be obligated to indemnify any director or officer in  
connection with a proceeding (or part thereof) initiated by such person unless  
such proceeding (or part thereof) was authorized or consented to by the Board of
Directors of the Corporation.                                                   

    SECTION 12.   INDEMNIFICATION OF EMPLOYEES AND AGENTS.  The Corporation may,
to the extent authorized from time to time by the Board of Directors, provide   
rights to indemnification and to the advancement of                             

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expenses to employees and agents of the Corporation similar to those conferred  
in this Article VIII to directors and officers of the Corporation.              

ARTICLE IX

AMENDMENTS

    SECTION 1.   AMENDMENTS.  These By-Laws may be altered, amended or repealed,
in whole or in part, or new By-Laws may be adopted by the stockholders or by the
Board of Directors, provided, however, that notice of such alteration,          
amendment, repeal or adoption of new By-Laws be contained in the notice of such 
meeting of stockholders or Board of Directors as the case may be. All such      
amendments must be approved by either the holders of a majority of the          
outstanding capital stock entitled to vote thereon or by a majority of the      
entire Board of Directors then in office.                                       

  SECTION 2.   ENTIRE BOARD OF DIRECTORS.  As used in this Article IX and in
these By-Laws generally, the term "entire Board of Directors" means the total   
number of directors which the Corporation would have if there were no vacancies.

* * * 

                                                                [Download Table]
                                                  
Adopted as of:                                    
Last Amended as of:                               

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                                                            Exhibit E to Annex A

DESIGNATED OFFICERS 

OF

DAIMLER-BENZ AG AND CHRYSLER CORPORATION

                                                                [Download Table]
                                           
Jurgen E. Schrempp    Robert J. Eaton      
Manfred Gentz         Thomas T. Stallkamp  
Eckhard Cordes        Gary C. Valade       
Jurgen Hubbert        Theodor R. Cunningham
Manfred Bischoff      Thomas C. Gale       
Kurt Lauk             James P. Holden      
Klaus Mangold         Dennis K. Pawley     
Heiner Tropitzsch     Thomas W. Sidlik     
Klaus-Dieter                               
  Vohringer                                
Dieter Zetsche                             

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                                                                         Annex B

                                                                [Download Table]
                                                      
[Letterhead of Credit Suisse First Boston Corporation]

May 6, 1998                                                                     
The Board of Directors                                                          
Chrysler Corporation                                                            
1000 Chrysler Drive                                                             
Auburn Hills, MI 48325-2766                                                     

Ladies and Gentlemen:                                                           

   You have asked us to advise you with respect to the fairness to the holders
of the common stock of Chrysler Corporation ("Chrysler")from a financial point  
of view of the consideration to be received by such holders pursuant to the     
terms of the Business Combination Agreement, dated as of May 7, 1998 (the       
"Business Combination Agreement"), among Chrysler, Daimler-Benz                 
Aktiengesellschaft ("Daimler") and Oppenheim Aktiengesellschaft (which is to be 
renamed DaimlerChrysler Aktiengesellschaft ("DaimlerChrysler")). The Business   
Combination Agreement provides for, among other things, the merger (the         
"Chrysler Merger") of Chrysler Merger Sub ("Chrysler Merger Sub") with and into 
Chrysler, with Chrysler as the surviving corporation in the Chrysler Merger (the
"U.S. Surviving Corporation"), pursuant to which each outstanding share of      
common stock, par value $1.00 per share, of Chrysler ("Chrysler Common Stock")  
(other than shares held by Chrysler or any of its wholly-owned subsidiaries)    
will be converted into the right to receive 0.547 (subject to adjustment as set 
forth in the Business Combination Agreement) of a DaimlerChrysler American      
Depositary Share (the "U.S. Exchange Ratio"). Each DaimlerChrysler American     
Depositary Share (a "DaimlerChrysler ADS") represents one DaimlerChrysler       
Ordinary Share of DM 5 nominal value (a "DaimlerChrysler Ordinary Share").      

 The Business Combination Agreement further provides that (1) Daimler will
commence an offer (the "Daimler Exchange Offer") to (i) the holders of Ordinary 
Shares of DM 5 nominal value each or the corresponding no-par value shares of   
Daimler ("Daimler Ordinary Shares") to exchange one DaimlerChrysler Ordinary    
Share for each Daimler Ordinary Share held by such holder and (ii) the holders  
of Daimler American Depositary Shares representing Daimler Ordinary Shares      
("Daimler ADS") to exchange one DaimlerChrysler ADS for each Daimler ADS held by
such holder (the consummation of the Daimler Exchange Offer by Daimler on the   
terms set forth in the Business Combination Agreement is referred to herein as  
the "German Share Exchange"); (2) prior to the effectiveness of the Chrysler    
Merger, it is contemplated that Chrysler shall issue and sell approximately 30  
million shares of Chrysler Common Stock; (3) in the Chrysler Merger, each       
outstanding share of Chrysler Merger Sub Common Stock will continue to be an    
issued and outstanding share of common stock, par value $0.01 per share, of the 
U.S. Surviving Corporation (the "Surviving Corporation Common Stock"); and      
DaimlerChrysler will deliver, for the account of all of the former holders of   
Chrysler Common Stock, all of the DaimlerChrysler ADSs to be issued in the      
Chrysler Merger to the U.S. Exchange Agent selected by Chrysler (the "U.S.      
Exchange Agent"), and the U.S. Exchange Agent will deliver all of the issued and
outstanding shares of Surviving Corporation Common Stock to DaimlerChrysler, as 
a transfer in kind (the "U.S. Share Exchange"); and (4) pursuant to the Business
Combination Agreement and a German Merger Agreement (as defined in the Business 
Combination Agreement) to be entered into by Daimler and DaimlerChrysler,       
Daimler will merge with and into DaimlerChrysler (the "Daimler Merger") and as a
result of the Daimler Merger each Daimler Ordinary Share shall embody solely the
right to receive one DaimlerChrysler Ordinary Share and each Daimler ADS shall  
embody solely the right to receive one DaimlerChrysler ADS. The Daimler Exchange
Offer (and the German Share Exchange), the Chrysler Merger, the U.S. Share      
Exchange and the Daimler Merger are collectively referred to herein as the      
"Transactions".                                                                 

In arriving at our opinion, we have reviewed certain publicly available 
business and financial information relating to Chrysler and Daimler as well as a
draft of the Business Combination Agreement. We have also reviewed certain other
information, including financial forecasts provided to us by Chrysler and       
Daimler, and have met with Chrysler's and Daimler's managements to discuss the  
business and prospects of Chrysler and Daimler.                                 

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                                                                [Download Table]
              
[LOGO]  Page 2

   We have also considered certain financial and stock market data of Chrysler
and Daimler, and we have compared those data with similar data for other        
publicly held companies in businesses similar to Chrysler and Daimler and we    
have considered the financial terms of certain other business combinations and  
other transactions which have recently been affected. We also considered such   
other information, financial studies, analyses and investigations and financial,
economic and market criteria which we deemed relevant.                          

 In connection with our review, we have not assumed any responsibility for
independent verification of any of the foregoing information and have relied on 
it being complete and accurate in all material respects. With respect to the    
financial forecasts, we have assumed that they have been reasonably prepared on 
bases reflecting the best currently available estimates and judgments of        
Chrysler's and Daimler's managements as to the future financial performance of  
Chrysler and Daimler. We have also assumed, with your consent, that the         
Transactions will be consummated in the manner and on the terms set forth in the
Business Combination Agreement and that in the course of obtaining the necessary
legal, regulatory and third party consents and approvals no restriction will be 
imposed that will have a material adverse effect on the contemplated benefits of
the Transactions. In addition, we have not been requested to make, and have not 
made, an independent evaluation or appraisal of the assets or liabilities       
(contingent or otherwise) or Chrysler or Daimler, nor have we been furnished    
with any such evaluations or appraisals. We were not requested to, and did not, 
solicit third party indications of interest in acquiring all or any part of     
Chrysler. Our opinion is necessarily based upon financial, economic, market and 
other conditions as they exist and can be evaluated on the date hereof. We are  
not expressing any opinion as to the actual value of the DaimlerChrysler ADSs   
when issued to Chrysler's stockholders pursuant to the Chrysler Merger and the  
U.S. Share Exchange or the prices at which such DaimlerChrysler ADSs will trade 
subsequent to any of the Transactions.                                          

We have acted as financial advisor to Chrysler in connection with the   
Transactions and will receive a fee for our services, a significant portion of  
which is contingent upon the consummation of the Transactions. In the past, we  
have performed certain investment banking services for Chrysler and have        
received customary fees for such services. To the extent that Chrysler issues   
Chrysler Common Stock in connection with the Transactions, we will perform      
certain investment banking services for Chrysler related thereto and receive    
customary fees for such services. In the ordinary course of our business, we and
our affiliates may actively trade the debt and equity securities of both        
Chrysler and Daimler for our and such affiliates' own accounts and for the      
accounts of customers and, accordingly may at any time hold a long or short     
position in such securities.                                                    

It is understood that this letter is for the information of the Board of
Directors of Chrysler in connection with its consideration of the Transactions  
and does not constitute a recommendation to any stockholder as to how such      
stockholder should vote on the proposed Chrysler Merger and the transactions    
contemplated thereby.                                                           

  Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the U.S. Exchange Ratio is fair to the holders of Chrysler Common  
Stock from a financial point of view.                                           

Very truly yours,                                                               

CREDIT SUISSE FIRST BOSTON CORPORATION                                          

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                                                                         Annex C

[Letterhead of Goldman, Sachs & Co. oHG]

PERSONAL AND CONFIDENTIAL                                                       

May 8, 1998                                                                     

Management Board and Supervisory Board                                          
Daimler-Benz AG                                                                 
Epplestrasse 225                                                                
70546 Stuttgart                                                                 
Germany                                                                         

Gentlemen and Madame:                                                           

   You have requested our opinion as to the fairness from a financial point of
view to the holders (other than Chrysler Corporation ("Chrysler") and its       
affiliates) of the outstanding ordinary shares of DM 5 nominal value or the     
corresponding no par value share, as the case may be (the "Daimler-Benz Ordinary
Shares") of Daimler-Benz AG, an Aktiengesellschaft organized and existing under 
the laws of the Federal Republic of Germany ("Daimler-Benz"), including those   
Daimler-Benz Ordinary Shares represented by Daimler-Benz ADSs (as defined       
below), of the Daimler-Benz Exchange Ratio (as defined below) to be received by 
the holders of Daimler-Benz Ordinary Shares in the Daimler-Benz Exchange Offer  
and the Daimler-Benz Merger (each as defined below) pursuant to the Business    
Combination Agreement, dated as of May 7, 1998, among Daimler-Benz, Chrysler and
DaimlerChrysler AG, an Aktiengesellschaft organized and existing under the laws 
of the Federal Republic of Germany ("DaimlerChrysler") (the "Agreement").       

    The Agreement provides that DaimlerChrysler will commence an exchange offer,
which may consist of one offer made in the United States and one made elsewhere 
(the "Daimler-Benz Exchange Offer") to: (i) the holders of Daimler-Benz Ordinary
Shares to exchange, subject to certain conditions, one no par value ordinary    
share of DaimlerChrysler (the "DaimlerChrysler Ordinary Shares") for each       
Daimler-Benz Ordinary Share held by such holder; and (ii) the holders of        
Daimler-Benz American Depositary Shares representing Daimler-Benz Ordinary      
Shares (the "Daimler-Benz ADSs") to exchange, subject to certain conditions, one
DaimlerChrysler American Depositary Share representing one DaimlerChrysler      
Ordinary Share (the "DaimlerChrysler ADSs") for each Daimler-Benz ADS held by   
such holder (such one-for-one exchange offered in the foregoing clauses (i) and 
(ii) being referred to herein as the "Daimler-Benz Exchange Offer Ratio"). The  
Daimler-Benz Exchange Offer is subject to, among other things, the satisfaction 
or waiver of the condition that such number of Daimler-Benz Ordinary Shares and 
Daimler-Benz ADSs which in the aggregate represent at least that number of      
outstanding Daimler-Benz Ordinary Shares required for the transactions          
contemplated by the Agreement to be accounted for as a pooling of interests     
under United States generally accepted accounting principles shall have been    
validly tendered, not withdrawn and available for purchase immediately prior to 
the Daimler-Benz Exchange Offer Expiration Date (as defined in the Agreement).  
The Agreement further provides that immediately following the consummation of   
the Daimler-Benz Exchange Offer, Chrysler Incorporated, a Delaware corporation, 
will merge with and into Chrysler with Chrysler being the surviving corporation 
(the "Chrysler Merger") whereby the Chrysler stockholders will have the right to
receive a fraction of a DaimlerChrysler ADS equal to the U.S. Exchange Ratio (as
defined in the Agreement) in exchange for each share of common stock, par value 
$1.00 per share, of Chrysler (the "Chrysler Common Stock"). Based on assumptions
provided by senior management of Daimler-Benz, as of the date hereof, the U.S.  
Exchange Ratio pursuant to the Agreement would be 0.6235. As soon as possible   
following the Chrysler Merger, it is intended that Daimler-Benz will merge with 
and into DaimlerChrysler with DaimlerChrysler being the surviving corporation   
(the "Daimler-Benz Merger") whereby: (i) each outstanding Daimler-Benz Ordinary 
Share will have the right to receive one DaimlerChrysler Ordinary Share; and    
(ii) each outstanding Daimler-Benz ADS will have the right to receive one       
DaimerChrysler ADS (such one-for-one exchange ratio in the foregoing clauses (i)
and (ii) being referred to herein as the                                        

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"Daimler-Benz Merger Exchange Ratio"). Stockholders of each of Chrysler and     
Daimler-Benz will become stockholders of DaimlerChrysler. For purposes of this  
opinion, the term "Daimler-Benz Exchange Ratio" means the Daimler-Benz Exchange 
Offer Ratio and the Daimler-Benz Merger Exchange Ratio, collectively, after     
taking into account the Chrysler Merger.                                        

 Goldman, Sachs & Co. oHG and its affiliates ("Goldman Sachs"), as part of
its investment banking business, is continually engaged in the valuation of     
businesses and their securities in connection with mergers and acquisitions,    
negotiated underwritings, competitive biddings, secondary distributions of      
listed and unlisted securities, private placements and valuations for estate,   
corporate and other purposes. We are familiar with Daimler-Benz having acted as 
its financial advisor in connection with, and having participated in certain of 
the negotiations leading to, the Agreement. In addition, we are familiar with   
Daimler-Benz having acted as its financial advisor in connection with the sale  
of TEMIC Semiconductor GmbH in 1998; the acquisition of a defense electronics   
business from Siemens AG in 1998; the merger of Mercedes Benz AG with           
Daimler-Benz in 1997; the sale of 80% of Dornier Luftfahrt GmbH of Daimler-Benz 
Aerospace AG in 1996; the merger of AEG AG into Daimler-Benz in 1996; the sale  
of 80% of Dornier Medizintechnik GmbH in 1996; a series of capital markets      
transactions including a number of equity and equity-linked offerings from 1994 
to 1997; and sponsorship and advisory services pertaining to Daimler-Benz's NYSE
listing in 1993. We also have provided certain investment banking services to   
Chrysler from time to time including serving as a co-manager in the issuance of 
$600 million 7.45% Debentures due 2027 and $500 million 7.4% Debentures due 2097
in February 1997 and July 1997, respectively. Goldman Sachs provides a full     
range of financial advisory and securities services and, in the course of its   
normal trading activities, may from time to time effect transactions and hold   
securities, including derivative securities, of Daimler-Benz or Chrysler for its
own account and for the accounts of customers. As of May 7, 1998, Goldman Sachs 
accumulated net short position of 23,548 shares of Daimler-Benz and net long    
position of 160,154 shares of Chrysler.                                         

  In connection with this opinion, we have reviewed, among other things, the
Agreement; Annual Reports to Stockholders of Daimler-Benz and Chrysler for the  
five years ended December 31, 1997; Annual Reports on Form 10-K of Chrysler for 
the five years ended December 31, 1997; Annual Reports on Form 20-F of Daimler- 
Benz for the four years ended December 31, 1997; certain interim reports to     
stockholders of Daimler-Benz and Chrysler and Quarterly Reports on Form 10-Q of 
Chrysler; certain other communications from Daimler-Benz and Chrysler to their  
respective stockholders; and certain internal financial analyses and forecasts  
for Daimler-Benz and Chrysler prepared by their respective managements including
the cost savings projected by the Daimler-Benz and Chrysler managements to      
result from the transactions contemplated by the Agreement. We also have held   
discussions with the members of the senior management of Daimler-Benz and       
Chrysler regarding the strategic rationale for, and the potential benefits of,  
the transaction contemplated by the Agreement and the past and current business 
operations, financial condition and future prospects of their respective        
companies. In addition, we have reviewed the reported price and trading activity
for the Daimler-Benz Ordinary Shares and Daimler-Benz ADSs and Chrysler Common  
Stock, compared certain financial and stock market information for Daimler-Benz 
and Chrysler with similar information for certain other companies the securities
of which are publicly traded, reviewed the financial terms of certain recent    
business combinations in the automotive manufacturing industry specifically and 
in other industries generally and performed such other studies and analyses as  
we considered appropriate.                                                      

 We have relied upon the accuracy and completeness of all of the financial
and other information reviewed by us and have assumed such accuracy and         
completeness for purposes of rendering this opinion. In addition, we have not   
made an independent evaluation or appraisal of the assets and liabilities of    
Daimler-Benz or Chrysler or any of their subsidiaries and we have not been      
furnished with any such evaluation or appraisal. We have assumed, with your     
consent, that the financial forecasts, including, without limitation, the cost  
savings projected by Daimler-Benz and Chrysler managements to result from the   
transactions contemplated by the Agreement, have been reasonably prepared on a  
basis reflecting the best currently available judgements and estimates of       
Daimler-Benz and Chrysler managements and that such forecasts will be realized  
in the amount and at the times contemplated thereby. We are not expressing any  
opinion herein as to the prices at which                                        

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DaimlerChrysler Ordinary Shares may trade if and when they are issued. Our      
advisory services and the opinion expressed herein are provided for the         
information and assistance of the Management Board and the Supervisory Board of 
Daimler-Benz in connection with its consideration of the transactions           
contemplated by the Agreement and such opinion does not constitute a            
recommendation as to how any holder of Daimler-Benz Ordinary Shares or          
Daimler-Benz ADSs should vote with respect to such transaction or whether or not
any holder of Daimler-Benz Ordinary Shares or Daimler-Benz ADSs should tender   
such securities in connection with such transaction. In addition, the opinion   
and any such advice provided by Goldman Sachs oHG is not and should not be      
considered a value opinion (Bewertung z.B. im Rahmen einer Verschmelzung) as    
usually rendered by qualified auditors based on the requirements of German      
corporate law; depending on the nature of the transaction, such a value opinion 
may be required independent of our opinion.                                     

    Based upon and subject to the foregoing and based upon such other matters as
we consider relevant, it is our opinion that as of the date hereof the          
Daimler-Benz Exchange Ratio pursuant to the Agreement is fair from a financial  
point of view to the holders of Daimer-Benz Ordinary Shares (including those    
Daimler-Benz Ordinary Shares represented by Daimler-Benz ADSs).                 

Very truly yours,                                                               

GOLDMAN, SACHS & CO. oHG                                                        

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                                                                         Annex D

DAIMLERCHRYSLER AG
Memorandum and Articles of Association

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I. General Provisions                                                           

Section 1 Name, Registered Office                                               

The name of the stock corporation is DaimlerChrysler AG. Its registered 
office is situated in Stuttgart.                                                

Section 2 Object                                                                

(1) The object of the company is to pursue, directly or indirectly, business in 
   the fields of development, production and sale of products and rendering of
services, in particular in the following lines of business:             

- vehicles for use on land,                                             

  - vehicles for use on water, in the air and in space and other products in
the fields of transport, aerospace, space, and marine technology,   

- engines and other technological propulsion systems,                   

- plants, machinery and equipment for power generation, distribution and
utilisation,                                                        

- electrical and electronic equipment, plants and systems,              

- communication and information technology, business consultancy,       

 - financial services of all kinds, insurance brokerage, and activities in
the fields of media and expositions, and                            

- management and development of real property.                          

(2) The company is empowered to take all actions and measures which serve the   
attainment of its objects.                                              

(3) The company may set up domestic as well as foreign subsidiaries and acquire 
 interests in other companies. The company may purchase, dispose of, bring
under joint management and conclude inter-company agreements with other 
    companies, or limit itself to the management of its interest. The company is
 authorized to, wholly, or partly, drop-down its business in subsidiaries.

(4) The company itself is not permitted to carry out banking and real property  
transactions directly, which are subject to licence-requirements.       

II. Capital Stock and Shares                                                    

Section 3 Capital Stock                                                         

(1) The capital stock of the company amounts to DM(1) [  ](2) and is divided up 
into [  ] no par value registered shares.                               

(2) The Board of Management is authorized upon the approval of the Supervisory  
   Board to increase the capital stock in the period up to April 30, 2003 by a
total of up to DM 500,000,000 (authorized capital I) in a lump          

------------------------                                                        

(1)   Board of Management and Supervisory Board shall be granted authorization  
to convert to EURO as of January 1, 1999.                               

(2)   The present capital stock of the company amounts to DM 100,000, divided up
into 20,000 no par value registered shares. However, the capital will be
increased as follows: (i) in exchange for contribution in kind of the   
    Daimler-Benz- shares made available following the acceptance of the exchange
   offer, (ii) in exchange for contribution in kind of the Chrysler-shares and
  (iii) in order to consummate the merger of Daimler-Benz Aktiengesellschaft
into DaimlerChrysler AG. Moreover, authorized capitals will be created  
   (compare subsection (2), (3) and (7)). Finally, conditional capital will be
   created which will be needed to satisfy exercises of holders of convertible
notes and warrants (compare subsections (5), (6), (8) and (9)).         

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  sum or in partial amounts by issuing new no par value registered shares in
    exchange for cash contributions. At the same time, the shareholders shall be
granted stock subscription rights. The stock subscription rights of the 
  shareholders may be excluded to the extent that residual amounts are to be
  offset. Furthermore, the stock subscription rights of the shareholders may
be excluded to the extent that it is necessary to extend to holders of  
warrants or of convertible bonds or notes issued by Daimler-Benz        
  Aktiengesellschaft or its subsidiaries, or to be issued by DaimlerChrysler
   AG or its subsidiaries in the future, subscription rights for new shares in
   the volume to which they would be entitled after exercising the warrants or
  conversion rights or after fulfilling conversion obligations. Finally, the
 stock subscription rights may be excluded to the extent that the share in
capital stock allocated to the new shares exceeds neither a total of ten
percent of the capital stock existing at the time when this authorized  
capital is registered nor a total of ten percent of the capital stock   
    existing at the time when the new shares are issued, and providing the issue
price of the new shares is not significantly lower within the meaning of
SectionSection 203.1, 203.2 and 186.3 Sent. 4 of the German Stock       
Corporation Act than the market price.                                  

(3) The Board of Management is authorized upon the approval of the Supervisory  
   Board to increase the capital stock in the period up to April 30, 2003 by a
total of up to DM 50,000,000 (authorized capital II) in a lump sum or in
 partial amounts by issuing new no par value registered shares in exchange
 for cash contributions for the purpose of issuing employee shares. At the
 same time, subscription rights of the shareholders shall be excluded. The
    Board of Management shall determine the additional conditions of issuance of
the shares upon the approval of the Supervisory Board.                  

(4)(3) The capital stock shall be conditionally increased by an additional DM   
  85,500,000 divided up into up to 17,100,000 no par value registered shares
 with a proportionate amount of the capital stock of DM 5 allotted to each
    share (conditional capital I). This conditional increase of capital shall be
   accomplished 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 time
  when the merger with Daimler-Benz Aktiengesellschaft has become effective,
or to the extent that holders obligated to convert convertible notes    
attached to the DM-- mandatory convertible notes 1997/2002 fulfill their
obligation to convert such notes after the time when the merger with    
    Daimler-Benz Aktiengesellschaft has become effective. The new shares created
  through the DM--notes with warrants 1996/2003 shall participate in profits
as of the beginning of the financial year to which the "day of exercise"
 (with the meaning determined in the warrants conditions) belongs, the new
  shares created through the DM--mandatory convertible notes 1997/2002 as of
the beginning of the financial year in which they are issued.           

(5)(4) The capital stock shall be conditionally increased by DM 78,300,000      
divided up into up to 15,660,000 no par value registered shares with a  
proportionate amount of the capital stock of DM 5 allotted to each share
(conditional capital II). This conditional increase of capital shall be 
 accomplished 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 general meeting of May 22, 1996, in conjunction
 with the supplementary authorization of the annual general meeting on May
   28, 1997, have conversion rights and exercise their conversion rights after
the time when the merger with DaimlerBenz Aktiengesellschaft has become 
  effective. The new shares shall participate in profits as of the beginning
of the financial year in which the conversion becomes effective.        

(6)(5) The capital stock shall be conditionally increased by up to DM           
    200,000,000, divided up into up to 40,000,000 no par value registered shares
 with a proportionate amount of the capital stock of DM 5 allotted to each
  share (conditional capital III). The conditional capital increase shall be
accomplished only                                                       

------------------------                                                        

(3)   This Section 3.4 will only be in force after the time when the merger has 
become effective.                                                       

(4)   This Section 3.5 will only be in force after the time when the merger has 
become effective.                                                       

(5)   This Section 3.6 will only be in force after the time when the            
"Chrysler-capital increase" has become effective.                       

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  to the extent that the holders of option 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 wholly owned direct or indirect 
  subsidiaries by April 30, 2003 exercise their option or conversion rights,
   or to the extent that the holders obligated to convert convertible bonds or
  notes to be issued or guaranteed by DaimlerChrysler AG or its wholly owned
  direct or indirect subsidiaries by April 30, 2003 fulfill their conversion
  obligations. The new shares shall be entitled to participate in profits as
of the beginning of the financial year in which such shares come into   
    existence through the exercise of option or conversion rights or through the
fulfillment of conversion obligations.                                  

(7)(6) The Board of Management is authorized upon the approval of the           
    Supervisory Board to increase the capital stock in the period up to December
31, 1999 by a total of up to DM 150,000,000 in a lump sum or in partial 
amounts by issuing new no par value registered shares in exchange for   
contributions in kind (authorized capital III). The shares shall each be
issued for the proportionate amount of the capital stock allotted to the
individual no par value share, i.e. for DM 5 each. The new shares shall 
  participate in profits as of the beginning of the financial year ending on
December 31, 1998, however, if the shares are issued after the company's
   ordinary general meeting in 1999, they shall only participate in profits as
of the beginning of the financial year 1999.                            

The new shares are exclusively for the subscription of shareholders of    
 Daimler-Benz Aktiengesellschaft. At the same time, subscription rights of
the shareholders shall be excluded.                                     

As consideration for shares subscribed by them, the shareholders of       
   Daimler-Benz Aktiengesellschaft have to transfer no par value bearer shares
of Daimler-Benz Aktiengesellschaft to the company. The shareholder of   
   Daimler-Benz Aktiengesellschaft shall receive one no par value share of the
   company for each no par value share of Daimler-Benz Aktiengesellschaft with
a proportionate amount of the capital stock of DM 5 allotted to such a  
share.(7)                                                               

   The Board of Management shall determine the additional conditions of issuance
of the shares upon the approval of the Supervisory Board.               

(8)(8) In addition, the capital stock shall be conditionally increased by up to 
DM 85,500,000, divided up into up to 17,100,000 no par value registered 
   shares with a proportionate amount of the capital stock of DM 5 allotted to
 each share (conditional capital IV). This conditional capital increase is
carried out for the consummation of the merger with Daimler-Benz        
 Aktiengesellschaft. It shall be accomplished only to the extent that as a
 consequence of the exercise of option rights to subscription of shares of
Daimler-Benz Aktiengesellschaft 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 of the exercise of rights to conversion or of
obligations to convert into shares of Daimler-Benz Aktiengesellschaft   
    attached to the 5-3/4%--DM-- subordinated mandatory convertible bearer notes
   of 1997/2002 of Daimler-Benz Aktiengesellschaft ("DM--mandatory convertible
    notes 1997/2002") no par value shares of Daimler-Benz Aktiengesellschaft are
issued in the period from July 1, 1998 up to the time when the merger   
becomes effective, if those are not exchanged into shares of the company
before the time when the merger becomes effective, and that, therefore, 
    there is a need for additional no par value shares of the company, exceeding
  the no par value shares created through the unconditional capital increase
   for the consummation of the merger with Daimler-Benz Aktiengesellschaft, in
order to exchange all shares of outside shareholders of Daimler-Benz    
 Aktiengesellschaft existing at the time when the merger becomes effective
into no par value shares of the                                         

------------------------                                                        
(6)   This Section 3.7 will only be of relevance for the implementation of the  
 merger, at the latest up to December 31, 1999. It may be deleted from the
Memorandum and Articles of Association after December 31, 1999.         

(7)   In the case of DaimlerChrysler receiving 90% or more of the shares of     
Daimler-Benz AG pursuant to the preceding exchange, the last sentence of
Section 3.7 will be phrased as follows: The shareholder of Daimler-Benz 
 Aktiengesellschaft shall receive 1,005 no par value shares of the company
for each no par value share of Daimler-Benz Aktiengesellschaft with a   
   proportionate amount of the capital stock of DM 5 allotted to such a share.

(8)   This Section 3.8 will only be of relevance up to the time of consummation 
of the merger. Following this, it may be deleted from the Memorandum and
Articles of Association.                                                

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company. The new shares created through the DM--notes with warrants     
   1996/2003 shall participate in profits as of the beginning of the financial
year to which the "day of exercise" (with the meaning determined in the 
    option conditions) belongs, the new shares created through the DM--mandatory
convertible notes 1997/2002 as of the beginning of the financial year in
which they are issued.                                                  

(9)(9) In addition, the capital stock shall be conditionally increased by up to 
DM 78,300,000, divided up into up to 15,660,000 no par value registered 
   shares with a proportionate amount of the capital stock of DM 5 allotted to
each share (conditional capital V). This conditional capital increase is
carried out for the purpose of the consummation of the merger with      
    Daimler-Benz Aktiengesellschaft. It shall be accomplished only to the extent
that the holders of the convertible bonds attached to the               
    5,9%--DM--convertible bonds of 1996/2006 of Daimler-Benz Aktiengesellschaft,
to the 5,3%--DM--convertible bonds of 1997/2007 of Daimler-Benz         
  Aktiengesellschaft, and to the 4,4%--DM--convertible bonds of 1998/2008 of
 Daimler-Benz Aktiengesellschaft, have rights of conversion into shares of
  Daimler-Benz Aktiengesellschaft, and that as a consequence of the exercise
  of such conversion rights in the period from July 1, 1998, up to the time,
  when the merger becomes effective, new no par value shares of Daimler-Benz
  Aktiengesellschaft are issued, which have not been exchanged for shares of
the company before the time when the merger becomes effective, and that,
therefore, there is a need for additional no par value shares of the    
    company, exceeding the no par value shares created through the unconditional
capital increase for the consummation of the merger with Daimler-Benz   
   Aktiengesellschaft, in order to exchange all shares of outside shareholders
of Daimler-Benz Aktiengesellschaft existing at the time when the merger 
 becomes effective into no par value shares of the company. The new shares
 shall participate in profits as of the beginning of the financial year in
which the conversion becomes effective.                                 

Section 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 with the
  agreement 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, shareholders' rights to stock
    certificates and dividend coupons are disallowed. The company is granted the
    right to issue share certificates, representing single shares (Einzelaktien)
or several shares (Sammelaktien).                                       

III. The Board of Management                                                    

Section 5 Composition                                                           

The Board of Management shall consist 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             
Co-determination Act and shall determine their number.                          

Section 6 Representation of the Company                                         

Two members of the Board of Management or one member of the Board of Management 
and one holder of a special power of attorney (procura) shall be entitled to    
represent the company.                                                          

------------------------                                                        

(9)   This Section 3.9 will only be of relevance up to the time of consummation 
of the merger. Following this it may be deleted from the Memorandum and 
Articles of Association.                                                

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IV. The Supervisory Board(10)                                                   

Section 7 Composition, Term of Office, Retirement                               

(1) The Supervisory Board shall consist of twenty members, of whom ten shall be 
    elected by the shareholders and ten by the employees. The appointment is for
a period ending no later than the close of the General Meeting which    
    ratifies the members' actions during the fourth financial year following the
commencement of their term of office, exclusive of the financial year in
   which that term begins. The General Meeting may, when electing, determine a
shorter period of office for the shareholders' members.                 

(2) Any member of the Supervisory Board may, by four weeks' notice in writing to
the Chairman of the Supervisory Board, retire even without showing good 
cause. The Chairman of the Supervisory Board, or in the case of a       
resignation from his office by the Chairman his deputy, may grant the   
consent to a reduction of the period.                                   

(3) The term of office of the first Supervisory Board shall expire at the end of
(11).                                                   

Section 8 Chairman and Deputy Chairmen of the Supervisory Board                 

(1) Following the General Meeting at which the ten shareholders' representatives
on the Supervisory Board are elected, a meeting of the Supervisory Board
shall take place, to which an invitation need not be issued. At this    
meeting, the Supervisory Board shall, in accordance with the            
 Co-determination Act, appoint two of its number to be Chairman and Deputy
Chairman for the duration of its term of office.                        

(2) If the Chairman or the Deputy Chairman retire before the expiration of their
    term of office, a successor shall be elected without delay for the remainder
of the term.                                                            

Section 9 Committees of the Supervisory Board                                   

(1) Following the election of the Chairman and Deputy Chairman of the           
Supervisory Board, the Supervisory Board shall elect a committee for the
    duration of its term of office pursuant to its obligations under section 31,
   sub-section 3 of the Co-determination Act, which shall include the Chairman
 and the Deputy Chairman of the Supervisory Board and two further members,
    one to be elected by the employees' representatives on the Supervisory Board
from their midst and one by the shareholders' representatives from their
midst, by a majority of the votes cast.                                 

(2) If one of the further members of the committee mentioned in sub-clause 1    
retires prematurely, a successor shall be elected without delay for the 
remainder of that member's term of office.                              

(3) Elections under sub-clause 2 shall be subject to the same regulations as    
elections under sub-clause 1.                                           

(4) The Supervisory Board may form from among its members committees entrusted  
   with special tasks or powers. To the extent permitted by law, the powers of
the Supervisory Board to pass resolutions may also be exercised by the  
committees of the Supervisory Board. For resolutions in the committees, 
clause 10,                                                              

------------------------                                                        
(10)  The provisions of the Memorandum and Articles of Association which concern
  the composition of the Supervisory Board according to the Co-determination
   Act, and the other provisions of the Memorandum and Articles of Association
  concerning co-determination (section 5 sentence 2, section 7 sub-section 1
sentence 1, section 8 sub-section 1, section 9 sub-section 1, 2 and 3,  
section 9 sub-section 4 sentence 3, 2(nd) half-sentence, section 10     
   sub-section 3, section 10 sub- section 5, section 10 sub-section 6 sentence
3 to 5, section 10 sub-section 7 sentence 2, section 17 sub-section 1   
 sentence 1) will enter into force as soon as the capital increase for the
consummation of the exchange of Daimler-Benz- shares for                
    DaimlerChrysler-shares has been carried out, henceforth when the company has
gained a majority share in Daimler-Benz Aktiengesellschaft, and when the
status procedure ("Statusverfahren") pursuant to Section 97 Stock       
Corporation Act has been completed. During the interim time span between
   registration of the capital increase by contribution in kind and completion
of the status procedure, the Supervisory Board will consist of twelve   
members to be elected by the shareholders.                              

(11)  The date when the capital increase by contribution in kind of the         
   Daimler-Benz-shares following the exchanges is registered in the commercial
register.                                                               

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sub-clauses 6 to 8 shall apply, save as otherwise required by binding   
statutory provisions; clause 10, sub-clause 5 shall not apply.          

Section 10 Meetings, Resolutions and Statements of Intent of the Supervisory    
Board                                                                       

(1) Meetings of the Supervisory Board shall be convened by the Chairman of the  
   Supervisory Board or his Deputy if the Chairman is prevented from doing so.
  Meetings shall be called in writing (including by telefax), by telex or by
    telegram, with two weeks notice. The individual items on the agenda shall be
 stated with such clarity as to allow members of the Supervisory Board not
present at the meeting to make use of their right to a written vote. In 
    urgent cases, the required notice of meeting may be shortened to three days.

(2) If due notice has not been given of any item on the agenda, a resolution may
be passed only if no member of the Supervisory Board objects.           

Absent members of the Supervisory Board shall in such case be given the   
opportunity to object to the resolution within a reasonable period to be
  decided by the Chairman; the resolution shall only become effective if the
absent members of the Supervisory Board have not objected within the    
specified period.                                                       

(3) A quorum of the Supervisory Board shall be constituted when invitations 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. 

(4) The Chairman of the Supervisory Board, or his Deputy if the Chairman is     
prevented from doing so, shall preside as Chairman at meetings of the   
   Supervisory Board and shall decide the order of items on the agenda and the
manner of voting.                                                       

(5) If, when a resolution is to be passed, the members of the Supervisory Board 
  are not present in their entirety, and if those members not present do not
   submit a written vote, the resolution shall be postponed if at least two of
the members present so request. In case of postponement and if a special
 meeting of the Supervisory Board is not convened, the resolution shall be
deferred to the next regular meeting. On the second occasion, a minority
request for postponement shall not be permissible.                      

  If the Chairman of the Supervisory Board is present at the meeting or if one
of the members present is in possession of his written vote, the above  
   sub-clause shall not apply when the number of shareholders' representatives
on the Supervisory Board present in person or submitting a written vote 
equals the number of employees' representatives or when an inequality is
offset by the abstention of certain Supervisory Board members from the  
voting.                                                                 

(6) Resolutions shall be passed by a simple majority of votes cast unless other 
forms of majority are required by law. In determining the result of the 
vote, abstentions shall not be counted.                                 

  In the case of an equality of votes, any member of the Supervisory Board may
   request that a second vote take place. The Chairman, or the Deputy Chairman
  should the Chairman be prevented from doing so, shall decide when the vote
    is to be repeated. If the second vote, too, results in an equality of votes,
  the Chairman of the Supervisory Board shall have a second or casting vote.

(7) Members of the Supervisory Board who are not present may participate in a   
resolution of the Supervisory Board and its committees by submitting a  
   written vote via other members. This shall apply also to the second vote of
the Chairman of the Supervisory Board.                                  

(8) The Chairman of the Supervisory Board, or the Deputy Chairman should the    
 Chairman be prevented from doing so, may also arrange for the voting on a
  resolution of the Supervisory Board to take place in writing (including by
telefax), by telex or by telegram if no member of the Supervisory Board 
   objects to this procedure within an appropriate period to be decided by the
Chairman.                                                               

(9) The Chairman of the Supervisory Board, or the Deputy Chairman if the        
    Chairman is prevented from doing so, shall issue the statements of intent of
  the Supervisory Board and its committees and conduct their correspondence.

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(10) Minutes of the Supervisory Board's discussions and resolutions shall be    
prepared and they shall be signed by the Chairman. The minutes shall be 
forwarded to all members.                                               

Section 11 Duty of Secrecy of Members of the Supervisory Board                  

The members of the Supervisory Board shall be bound to secrecy in respect of    
confidential information and company secrets, in particular business or trade   
secrets which become known to members of the Supervisory Board through their    
activities on the Supervisory Board. If a member of the Supervisory Board       
intends to pass on to third parties information, particularly about the         
proceedings of a meeting of the Supervisory Board or the contents of documents  
and resolutions of the Supervisory Board, he shall give prior notice to the     
Chairman of the Supervisory Board in order to exclude any possible differences  
of opinion in construing the duty of secrecy.                                   

Section 12 Remuneration of the Supervisory Board                                

The members of the Supervisory Board shall receive, in addition to reimbursement
of their expenses (including the costs of any value added tax incurred by them  
as a consequence of their office), a fixed remuneration to be paid after the    
close of the financial year. The remuneration shall amount to DM 100,000 for the
individual member, twice this amount for the Chairman, 1.5 times this amount for
the deputy Chairman and 1.3 times this amount for members elected to committees 
of the Supervisory Board. Furthermore, the members of the Supervisory Board     
shall receive a flat fee of DM 2,000 for each meeting of the Supervisory Board. 

V. The General Meeting                                                          

Section 13 Convening of General Meetings                                        

(1) General Meetings shall be convened by the Board of Management or the        
Supervisory Board. General Meetings shall take place at the registered  
office of the company or at any other location not excluded by law.     

(2) Notice of the meeting shall be given at least one month prior to the last   
   day on which the shareholders have to register for the General Meeting. The
  term of notice shall be calculated exclusive of the day on which notice is
given and the last day of the period of registration.                   

Section 14 The Annual General Meeting                                           

The General Meeting which ratifies the actions of the Board of Management and   
the Supervisory Board, and approves the disposition of unappropriated profit,   
the appointment of the auditor and, if applicable, the audited financial        
statements (Annual General Meeting), shall take place within the first eight    
months of each financial year.                                                  

Section 15 Requirements for Participation and the Exercise of Voting Rights     

Those shareholders who are registered in the share register on the day of the   
General Meeting and who have notified the company no later than on the third day
before the General Meeting shall be entitled to participate in General Meetings 
and to exercise voting rights.                                                  

Section 16 Voting Rights                                                        

Each share represents one vote.                                         

Section 17 Chairmanship of General Meetings                                     

(1) The Chairman of the Supervisory Board shall preside as chairman at General  
   Meetings. If he is prevented from doing so, 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    
Co-determination Act. If none of the above-mentioned is present or none 
    agrees to chair the meeting, the Chairman of the Meeting shall be elected by
the Supervisory Board.                                                  

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(2) The Chairman shall preside over the proceedings and decide the order of     
business and the manner of voting.                                      

Section 18 Resolutions                                                          

(1) Resolutions shall be passed at General Meetings by a simple majority of     
 votes cast, save as 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,    
provided this is permitted by law.                                      

(2) Changes to the Memorandum and Articles of Association which affect merely   
the form of words may be passed by resolution of the Supervisory Board. 

VI. Financial Statements and Disposition of the Unappropriated Profit           

Section 19 Financial Year, Accounting                                           

(1) The financial year is the calendar year.                                    

(2) The Board of Management shall prepare the financial statements and the      
business review for the previous financial year during the first three  
months of the financial year and submit them to the auditor. Upon       
preparation, the Board of Management shall immediately submit to the    
   Supervisory Board the financial statements and the business review together
with the proposal for disposition of the unappropriated profit which the
Board of Management intends to put before the General Meeting.          

Section 20 Interim Distribution of the Unappropriated Profit                    

Following the end of the financial year, the Board of Management is--with the   
approval of the Supervisory Board--permitted to make an interim payment to the  
shareholders with respect to the foreseeable Unappropriated Profit, if a        
preliminary closing of the Financial Statements of the past financial year shows
a profit for the year. The maximum to be paid is half of the amount which       
remains of the Unappropriated Profit for the year after deducting the amounts   
which, pursuant to law or to the Memorandum and Articles of Association, must be
transferred to the disclosed reserves. Furthermore, the interim payment shall   
not exceed one half of the previous year's Unappropriated Profit.               

Section 21 Criteria for the Shareholders' Participation in Profits              

(1) The dividends paid to shareholders shall be proportional to their shares in 
the stock capital.                                                      

(2) When new shares are issued, a different entitlement to profits may be       
specified.                                                              

VII. Announcements                                                              

Section 22                                                                      

Announcements of the company shall be published in the Federal Gazette.         

VIII. Expenses of Formation                                                     

Section 23                                                                      

Expenses and taxes incurred in connection with the formation of the company and 
its registration in the commercial register (in particular notary- and court    
fees, expenses for announcements, taxes, legal- and tax consultants' fees,      
expenses for experts, bank fees) shall be borne by the company up to an amount  
of DM 10,000 in total.                                                          

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Subject to Completion, dated August 6, 1998 

OFFERING CIRCULAR-PROSPECTUS                                                    
Offer to Exchange 
Each Outstanding Ordinary Share, No Par Value 
and 
Each Outstanding American Depositary Share
Representing One Ordinary Share, No Par Value 
of
DAIMLER-BENZ AKTIENGESELLSCHAFT 
for 
One Ordinary Share, No Par Value
of
DAIMLERCHRYSLER AG

THE DAIMLER-BENZ EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00    
NOON, NEW YORK CITY TIME, ON [MONTH, DAY], 1998, UNLESS THE DAIMLER-BENZ      
EXCHANGE OFFER IS EXTENDED. DAIMLER-BENZ ORDINARY SHARES OR DAIMLER-BENZ      
AMERICAN DEPOSITARY SHARES TENDERED PURSUANT TO THE DAIMLER-BENZ EXCHANGE     
OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE DAIMLER-BENZ
EXCHANGE OFFER.                                                               

    DaimlerChrysler AG, a stock corporation (AKTIENGESELLSCHAFT) organized under
the laws of the Federal Republic of Germany ("DaimlerChrysler AG"), hereby      
offers, upon the terms and subject to the conditions set forth herein and in the
related Letter of Transmittal (which, together with any amendments or           
supplements hereto or thereto, collectively constitute the "Daimler-Benz        
Exchange Offer"), (i) to exchange one Ordinary Share, no par value (a           
"DaimlerChrysler Ordinary Share"), of DaimlerChrysler AG for each outstanding   
Ordinary Share, no par value (a "Daimler-Benz Ordinary Share"), of Daimler-Benz 
Aktiengesellschaft, a stock corporation (AKTIENGESELLSCHAFT) organized under the
laws of the Federal Republic of Germany ("Daimler-Benz"), and (ii) to exchange  
one DaimlerChrysler Ordinary Share for each outstanding American Depositary     
Share of Daimler-Benz, representing one Daimler-Benz Ordinary Share (a          
"Daimler-Benz ADS"); PROVIDED that, if the Minimum Condition (as hereinafter    
defined) is satisfied so that the Transactions (as hereinafter defined) can be  
accounted for as a pooling-of-interests, then each exchanging holder will       
receive 1.005 DaimlerChrysler Ordinary Shares for each share exchanged (such    
ratio referred to in the foregoing clauses (i) and (ii), as it may be so        
adjusted, being referred to herein as the "Daimler-Benz Exchange Offer Ratio")  
and in accordance with Rule 14e-1(b) promulgated under the Securities Exchange  
Act of 1934, as amended (the "Exchange Act"), the Daimler-Benz Exchange Offer   
will be extended so that it will remain open for at least 10 business days from 
the date notice of such increase is first published, sent or given to the       
Daimler-Benz security holders.                                                  

    The Daimler-Benz Exchange Offer is conditioned upon, among other things, (i)
there being validly tendered and not properly withdrawn prior to the expiration 
of the Daimler-Benz Exchange Offer such number of Daimler-Benz Ordinary Shares  
and Daimler-Benz ADSs which constitutes at least 90% of the then issued and     
outstanding Daimler-Benz Ordinary Shares, including Daimler-Benz Ordinary Shares
represented by Daimler-Benz ADSs (the "Minimum Condition"); PROVIDED, HOWEVER,  
that if the number of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs        
tendered does not satisfy the Minimum Condition but exceeds 80% of the          
outstanding capital stock of Daimler-Benz on a fully diluted basis (the "80%    
Minimum"), the Minimum Condition shall mean the 80% Minimum, and (ii) if the    
Minimum Condition is satisfied without being changed to the 80% Minimum, the    
completion of the Chrysler Share Issuance. For a discussion of the other        
conditions to the Daimler-Benz Exchange Offer, see "The Daimler-Benz Exchange   
Offer-- Certain Conditions of the Daimler-Benz Exchange Offer."                 

    See "Risk Factors" beginning on page XX of this Offering Circular-Prospectus
for certain information which should be considered by stockholders in connection
with a decision to exchange Daimler-Benz Ordinary Shares or Daimler-Benz ADSs in
the Daimler-Benz Exchange Offer.                                                
------------------------

  THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS   
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR-PROSPECTUS. ANY         
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

The Dealer Managers for the Daimler-Benz Exchange Offer are:

GOLDMAN, SACHS & CO.         CREDIT SUISSE FIRST BOSTON         DEUTSCHE BANK AG

The date of this Offering Circular-Prospectus is [month, day], 1998.

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(COVER PAGE CONTINUED)                                                          
  The Daimler-Benz Board of Management (VORSTAND) has unanimously determined
that the Daimler-Benz Exchange Offer and the Daimler-Benz Merger (as hereinafter
defined) are fair to and in the best interests of Daimler-Benz and its          
stockholders and recommends that holders of Daimler-Benz Ordinary Shares and    
Daimler-Benz ADSs accept the Daimler-Benz Exchange Offer and tender their shares
pursuant to the Daimler-Benz Exchange Offer. In addition, the Daimler-Benz      
Exchange Offer and the Daimler-Benz Merger have been unanimously approved by the
Supervisory Board of Daimler-Benz and have been approved by the holders of      
Daimler-Benz Ordinary Shares, including those shares represented by Daimler-Benz
ADSs.                                                                           

The Daimler-Benz Exchange Offer is being made pursuant to the Business  
Combination Agreement, dated as of May 7, 1998 (as amended and restated, unless 
the context otherwise requires, the "Combination Agreement"), among             
Daimler-Benz, Chrysler Corporation, a Delaware corporation ("Chrysler"), and    
DaimlerChrysler AG. The Daimler-Benz Exchange Offer is one in a series of       
transactions described in this Offering Circular-Prospectus which together will 
have the effect of combining the respective businesses, stockholder groups,     
managements and other constituencies of Chrysler and Daimler-Benz in a          
"merger-of-equals" transaction. The Combination Agreement is attached as Annex A
to this Offering Circular-Prospectus and is incorporated herein by reference.   

Immediately following consummation of the Daimler-Benz Exchange Offer, a
newly formed Delaware corporation ("Chrysler Merger Sub") will be merged with   
and into Chrysler (the "Chrysler Merger"). In the Chrysler Merger, each share of
common stock, par value $1.00 per share, of Chrysler (the "Chrysler Common      
Stock"), other than Chrysler Common Stock held in treasury or by a wholly owned 
subsidiary of Chrysler, will be converted into the right to receive .6235 (the  
"U.S. Exchange Ratio") of a DaimlerChrysler Ordinary Share.                     

  As soon as possible following the consummation of the Chrysler Merger, the
merger of Daimler-Benz with and into DaimlerChrysler AG (the "Daimler-Benz      
Merger" and, together with the Chrysler Merger, the "Mergers") will be          
consummated. As a result of the Daimler-Benz Merger, each outstanding           
Daimler-Benz Ordinary Share will be converted into the right to receive that    
number of DaimlerChrysler Ordinary Shares equal to the Daimler-Benz Exchange    
Offer Ratio, and each outstanding Daimler-Benz ADS will be converted into the   
right to receive that number of DaimlerChrysler Ordinary Shares equal to the    
Daimler-Benz Exchange Offer Ratio (such exchange ratio being referred to herein 
as the "Daimler-Benz Merger Exchange Ratio"). The Daimler-Benz Exchange Offer   
and the Mergers (including the U.S. Share Exchange (as hereinafter defined)) are
collectively referred to herein as the "Transactions." Immediately after the    
consummation of the Transactions, based upon the number of shares of Chrysler   
Common Stock and Daimler-Benz Ordinary Shares issued and outstanding on July 20,
1998, the former stockholders of Chrysler will own approximately 42% and the    
former stockholders of Daimler-Benz will own approximately 58% of the           
outstanding DaimlerChrysler Ordinary Shares. If the Daimler-Benz Exchange Offer 
Ratio is changed to 1.005 DaimlerChrysler Ordinary Shares for each share        
exchanged, the respective percentages would remain approximately the same,      
exclusive of the issuance of 30 million shares of Chrysler Common Stock in the  
Chrysler Stock Issuance. As a result of the Chrysler Merger and after           
consummation of the Transactions, former Chrysler stockholders as well as former
Daimler-Benz stockholders will be stockholders of a company incorporated in     
Germany. See "Comparison of Certain Rights of Stockholders of Chrysler and      
DaimlerChrysler AG."                                                            

   [Statement regarding intention of Daimler-Benz' two largest stockholders to
tender Daimler-Benz Ordinary Shares in the Daimler-Benz Exchange Offer--to      
come.]                                                                          
It is a condition to the consummation of the Chrysler Merger that the 
Daimler-Benz Exchange Offer be consummated. One of the conditions to the      
Daimler-Benz Exchange Offer is that the Minimum Condition (or the 80% Minimum)
be satisfied. Although the exchange ratio in the Daimler-Benz Merger is the   
same as the exchange ratio in the Daimler-Benz Exchange Offer, the            
Daimler-Benz Merger will not occur unless the Daimler-Benz Exchange Offer is  
successful. Accordingly, stockholders are urged to tender their Daimler-Benz  
Ordinary Shares and Daimler-Benz ADSs in the Daimler-Benz Exchange Offer. In  
addition, if the Minimum Condition is not achieved, it will not be possible to
account for the Transactions as a pooling-of-interests. Accounting for the    
Transactions as a purchase will reduce reported earnings. See "The            
Transactions--Anticipated Accounting Treatment." Moreover, it is imperative   
that holders of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs desiring to
tender into the Daimler-Benz Exchange Offer do so on or prior to the          
Daimler-Benz Exchange Offer Initial Expiration Date (as hereinafter defined)  
in order for such shares to be included in determining whether the Minimum    
Condition (or the 80% Minimum) has been satisfied. For a discussion of the tax
consequences of tendering in the Daimler-Benz Exchange Offer or participating 
in the Daimler-Benz Merger, see "The Transactions--Certain Tax Consequences"  
and "The Daimler-Benz Exchange Offer--Miscellaneous."                         

There is currently no trading market for the DaimlerChrysler Ordinary   
Shares. However, because holders of Daimler-Benz Ordinary Shares and            
Daimler-Benz ADSs will have the right to exchange one Daimler-Benz Ordinary     
Share or one Daimler-Benz ADS for one DaimlerChrysler Ordinary Share (or 1.005  
DaimlerChrysler Ordinary Shares, as the case may be) pursuant to the            
Daimler-Benz Exchange Offer, Daimler-Benz expects that the market price of a    
DaimlerChrysler Ordinary Share received in the Chrysler Exchange (as hereinafter
defined) or the Daimler-Benz Exchange Offer should be substantially equivalent  
to the market price of a Daimler-Benz Ordinary Share immediately prior to the   
consummation of the Daimler-Benz Exchange Offer. The DaimlerChrysler Ordinary   
Shares are expected to be approved for listing on the Frankfurt Stock Exchange  
("FSE"). The DaimlerChrysler Ordinary Shares have been approved for listing on  
the New York Stock Exchange, Inc. (the "NYSE"), subject to official notice of   
issuance, and will be traded thereon under the symbol "DCX."                    
------------------------

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(COVER PAGE CONTINUED)                                                          

IMPORTANT 

Any holder desiring to tender all or any portion of such holder's       
Daimler-Benz ADSs should either (1) complete and sign the Letter of Transmittal 
(or a facsimile thereof) in accordance with the Instructions in the Letter of   
Transmittal, mail or deliver it together with the certificate(s) evidencing the 
tendered Daimler-Benz ADSs (the "Share Certificates") and any other required    
documents to The Bank of New York, the Exchange Agent, or tender Daimler-Benz   
ADSs pursuant to the procedure for book-entry transfer described in "The        
Daimler-Benz Exchange Offer-- Procedures for Tendering Daimler-Benz ADSs and    
Daimler-Benz Ordinary Shares," or (2) request such holder's broker, dealer,     
commercial bank, trust company or other nominee to effect the transaction for   
such holder. Holders having Daimler-Benz ADSs registered in the name of a       
broker, dealer, commercial bank, trust company or other nominee must contact    
such broker, dealer, commercial bank, trust company or other nominee if they    
desire to tender Daimler-Benz ADSs so registered.                               

A holder who desires to tender Daimler-Benz ADSs and whose Share        
Certificates are not immediately available, or who cannot comply with the       
procedures for book-entry transfer on a timely basis, may tender such           
Daimler-Benz ADSs by following the procedures for guaranteed delivery described 
herein. See "The Daimler-Benz Exchange Offer-- Guaranteed Delivery."            

Any holder of Daimler-Benz Ordinary Shares desiring to tender all or any
portion of such holder's Daimler-Benz Ordinary Shares should (1) complete and   
sign the Letter of Transmittal (or a facsimile thereof) in accordance with the  
Instructions in the Letter of Transmittal and mail or deliver it together with  
the certificate(s) evidencing the tendered Daimler-Benz Ordinary Shares and     
dividend coupon numbers        to        and renewal coupon number     (the     
"Coupons") and any other required documents to The Bank of New York, (2)        
instruct the depositary bank holding your Daimler-Benz Ordinary Shares and      
Coupons to transfer such shares and coupons to [identify BONY securities account
at Dresdner Bank in Frankfurt] on or prior to the Daimler-Benz Exchange Offer   
Initial Expiration Date (or such date to where it may be extended from time to  
time), or follow the instructions for tendering Daimler-Benz Ordinary Shares and
Coupons set forth in the Daimler-Benz Exchange Offer materials (the "German     
Exchange Offer Materials") provided to you by the custodian bank in Germany     
holding your Daimler-Benz Ordinary Shares and Coupons (the "Depositary Bank").  

 Questions and requests for assistance may be directed to Goldman, Sachs &
Co. or Deutsche Bank Securities (the "Dealer Managers"), to [Name of Information
Agent] (the "Information Agent") or to the Exchange Agent, at their respective  
addresses and telephone numbers set forth on the back cover of this Offering    
Circular-Prospectus. In addition, holders of Daimler-Benz Ordinary Shares who   
hold such shares though a Depositary Bank may also direct questions and requests
for assistance to such holder's Depositary Bank. Additional copies of this      
Offering Circular-Prospectus, the Letter of Transmittal and the Notice of       
Guaranteed Delivery may also be obtained from the Dealer Managers, the          
Information Agent or from brokers, dealers, commercial banks or trust companies.

------------------------

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QUESTIONS AND ANSWERS ABOUT THE DAIMLER-BENZ EXCHANGE OFFER 

    THE FOLLOWING QUESTIONS AND ANSWERS ARE INTENDED TO PROVIDE BRIEF ANSWERS TO
CERTAIN COMMONLY ASKED QUESTIONS. THESE QUESTIONS AND ANSWERS DO NOT, AND ARE   
NOT INTENDED TO, ADDRESS ALL QUESTIONS THAT MAY BE PERTINENT TO DAIMLER-BENZ    
STOCKHOLDERS AND OTHER PROSPECTIVE INVESTORS, AND ARE QUALIFIED IN THEIR        
ENTIRETY BY REFERENCE TO THE MORE DETAILED INFORMATION CONTAINED ELSEWHERE IN   
THIS OFFERING CIRCULAR-PROSPECTUS, THE ANNEXES ATTACHED HERETO AND THE DOCUMENTS
REFERRED TO OR INCORPORATED HEREIN BY REFERENCE.                                

                                                                [Download Table]
                                                     
Q:         Why is Daimler-Benz making the            
           Daimler-Benz Exchange Offer?              

A:         The Daimler-Benz Exchange Offer is one    
           step in a series of transactions being    
           entered into in order to effect the       
           proposed combination of Daimler-Benz and  
           Chrysler and to enable the Transactions to
           qualify for the pooling-of-interests      
           method of accounting.                     

Q:         What will I receive in exchange for my    
           Daimler-Benz securities?                  

A:         You will receive shares of DaimlerChrysler
           AG, an AKTIENGESELLSCHAFT organized and   
           existing under the laws of the Federal    
           Republic of Germany.                      

Q:         How can I get 1.005 DaimlerChrysler       
           Ordinary Shares rather than only 1.000 of 
           a DaimlerChrysler Ordinary Share?         

A:         You will only be entitled to receive the  
           extra .005 of a DaimlerChrysler Ordinary  
           Share if 90% or more of the Daimler-Benz  
           Ordinary Shares and ADSs are tendered in  
           the offer. Accordingly, you are strongly  
           encouraged to tender all of your shares on
           or prior to the Daimler-Benz Exchange     
           Offer Initial Expiration Date in order for
           such shares to be included in determining 
           whether this condition has been satisfied.

Q:         I hold certificates for Daimler-Benz ADSs.
           How do I participate in the Daimler-Benz  
           Exchange Offer?                           

A:         If you hold certificates for Daimler-Benz 
           ADSs, complete and sign the Letter of     
           Transmittal and send it, together with    
           your certificates representing            
           Daimler-Benz ADSs and any other documents 
           required by the Letter of Transmittal, to 
           the Exchange Agent at one of the addresses
           set forth on the back cover of this       
           Offering Circular-Prospectus before the   
           expiration of the Daimler-Benz Exchange   
           Offer. Do not send your certificates to   
           Daimler-Benz, DaimlerChrysler AG, the     
           Dealer Managers (Goldman, Sachs & Co.,    
           Credit Suisse First Boston Corporation and
           Deutsche Bank AG), or the Information     
           Agent ([Name of Information Agent]).      

Q:         My ADSs are held by my broker. What should
           I do if I want to participate in the      
           Daimler-Benz Exchange Offer?              

A:         If your ADSs are held by your broker and  
           are not certificated in your name (I.E.,  
           your ADSs are held in "street name"), you 
           should receive instructions from your     
           broker on how to participate in the offer.
           In this situation, you do not need to     
           complete the Letter of Transmittal. If you
           have not yet received instructions from   
           your broker, please contact your broker   
           directly.                                 

Q:         I hold Daimler-Benz Ordinary Shares. How  
           do I participate in the Daimler-Benz      
           Exchange Offer?                           

A:         - If you hold your stock certificates and 
           dividend coupon numbers     to     and    
             renewal coupon number     , you should  
             complete and sign the Letter of         
             Transmittal (or a facsimile thereof) in 
             accordance with the Instructions in the 
             Letter of Transmittal and mail or       
             deliver it together with such           
             certificates and the coupons and any    
             other documents required by the Letter  
             of Transmittal to the Exchange Agent at 
             one of the addresses set forth on the   
             back cover of this Offering             
             Circular-Prospectus before the          
             expiration of the Daimler-Benz Exchange 
             Offer. Do not send your certificates and
             coupons to Daimler-Benz, DaimlerChrysler
             AG, the Dealer Managers (Goldman, Sachs 
             & Co., Credit Suisse First Boston       
             Corporation and Deutsche Bank AG) or the
             Information Agent ([Name of Information 
             Agent]).                                

           - If a German Depositary Bank holds your  
             Daimler-Benz Ordinary Shares, you should
             instruct the bank to transfer such      
             shares and dividend coupon numbers      
             to     and renewal coupon number     to 
             [identify                               

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                                                                [Download Table]
                                                     
             BONY securities account at Dresdner Bank
             in Frankfurt] before the expiration of  
             the Daimler-Benz Exchange Offer.        

           - Instead of either of the procedures     
           described above, you may follow the       
             instructions set forth in the           
             Daimler-Benz Exchange Offer materials   
             provided to you by the custodian bank in
             Germany holding your Daimler-Benz       
             Ordinary Shares and the coupons.        

Q:         Can I change my mind after I tender my    
           Daimler-Benz securities?                  

A:         Yes. You may withdraw tenders of your     
           securities any time before the expiration 
           of the Daimler-Benz Exchange Offer. If you
           change your mind and decide to tender, you
           can retender your Daimler-Benz securities 
           by following the tender procedures again, 
           as long as you do so prior to the         
           expiration of the Daimler-Benz Exchange   
           Offer. If you tender your shares pursuant 
           to the procedures outlined in the German  
           Exchange Offer Materials, you will not be 
           entitled to withdrawal rights following   
           the Daimler-Benz Exchange Offer Initial   
           Expiration Date.                          

Q:         Are there any conditions to Daimler-Benz' 
           obligation to complete the Daimler-Benz   
           Exchange Offer?                           

A:         Yes, Daimler-Benz' obligation to complete 
           the Daimler-Benz Exchange Offer is subject
           to the conditions outlined on page   .    

Q:         Will you complete the Exchange Offer if   
           less than 90% of the Daimler-Benz shares  
           are tendered?                             

A:         If all of the other conditions to the     
           offer are satisfied and more than 80% (on 
           a fully diluted basis) but less than 90%  
           of the issued and outstanding Daimler-Benz
           shares are tendered, we will complete the 
           Daimler-Benz Exchange Offer but the       
           Transactions will be treated as a purchase
           rather than a pooling-of-interests for    
           accounting purposes. Accounting for the   
           Transactions as a purchase will reduce    
           reported earnings. For further information
           see "The Transactions-- Anticipated       
           Accounting Treatment" in this Offering    
           Circular-Prospectus.                      

Q:         When does the Daimler-Benz Exchange Offer 
           expire?                                   

A:         The Daimler-Benz Exchange Offer and       
           withdrawal rights will initially expire at
           12:00 noon, New York City time, on [month,
           day], 1998. However, if 90% or more of the
           Daimler-Benz Ordinary Shares are tendered 
           in the offer as of such date, the U.S.    
           federal securities laws require that the  
           offer remain open for a period of 10      
           business days from the date Daimler-Benz  
           publicizes the increase in the Exchange   
           Ratio. The U.S. federal securities laws   
           also require that the offer remain open   
           for a period of five business days if the 
           Minimum Condition is revised to the 80%   
           Minimum Condition.                        

Q:         When will tendering stockholders know the 
           outcome of the Daimler-Benz Exchange      
           Offer?                                    

A:         Results of the Daimler-Benz Exchange Offer
           will be announced by press release        
           promptly after the expiration of the      
           Daimler-Benz Exchange Offer.              

Q:         How will I be taxed on the DaimlerChrysler
           AG shares that I receive in the           
           Daimler-Benz Exchange Offer?              

A:         Stockholders should not recognize taxable 
           gain or loss for United States federal    
           income tax purposes upon the exchange of  
           Daimler-Benz Ordinary Shares or           
           Daimler-Benz ADSs for DaimlerChrysler     
           Ordinary Shares, except with respect to   
           any cash received with respect to a       
           fractional DaimlerChrysler Ordinary Share.
           The holding period for the DaimlerChrysler
           Ordinary Shares received, which determines
           how any gain or loss should be treated for
           United States federal income tax purposes 
           upon future sales of DaimlerChrysler      
           Ordinary Shares, generally will include   
           the holding period for the Daimler-Benz   
           Ordinary Shares and Daimler-Benz ADSs     
           exchanged in the business combination. For
           a fuller description of United States     
           federal income tax considerations, see    
           "The Transactions-- Certain Tax           
           Consequences."                            

Q:         Whom should I call if I have questions or 
           want copies of additional documents?      

A:         You may call either the Information Agent 
           (1-800-xxx-xxxx, toll-free) or the Dealer 
           Managers (1-800-xxx-xxxx, toll-free)      
           directly to request additional documents  
           and to ask any questions.                 

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The Daimler-Benz Exchange Offer                                                 

                                                        [Enlarge/Download Table]
                                                                                           
Daimler-Benz Exchange                                                                      
Offer Ratio............ 1.005 DaimlerChrysler Ordinary Shares for each Daimler-Benz        
                        Ordinary Share or Daimler-Benz ADS if 90% or more of the           
                        outstanding Daimler-Benz Ordinary Shares and Daimler-Benz ADSs are 
                        tendered.                                                          

                        1.000 DaimlerChrysler Ordinary Share for each Daimler-Benz Ordinary
                        Share or Daimler-Benz ADS if less than 90% but more than 80% (on a 
                        fully diluted basis) of the Daimler-Benz Ordinary Shares and       
                        Daimler-Benz ADSs are tendered.                                    
Daimler-Benz Merger                                                                        
Exchange Ratio......... Same as the Daimler-Benz Exchange Offer Ratio described above.     

Terms of the                                                                               
Daimler-Benz                                                                               
Exchange Offer......... DaimlerChrysler AG is offering, upon the terms and subject to the  
                        conditions of the Daimler-Benz Exchange Offer, to exchange (i) that
                        number of DaimlerChrysler Ordinary Shares equal to the Daimler-Benz
                        Exchange Offer Ratio for each issued and outstanding Daimler-Benz  
                        Ordinary Share, and (ii) that number of DaimlerChrysler Ordinary   
                        Shares equal to the Daimler-Benz Exchange Offer Ratio for each     
                        issued and outstanding Daimler-Benz ADS. To be eligible to receive 
                        DaimlerChrysler Ordinary Shares pursuant to the Daimler-Benz       
                        Exchange Offer, a holder of Daimler-Benz Ordinary Shares or        
                        Daimler-Benz ADSs must validly tender and not properly withdraw    
                        such shares on or prior to the Daimler-Benz Exchange Offer         
                        Expiration Date (as hereinafter defined). See "The Daimler-Benz    
                        Exchange Offer--Terms of the Daimler-Benz Exchange Offer;          
                        Daimler-Benz Exchange Offer Expiration Date." The Daimler-Benz     
                        Exchange Offer is being conducted simultaneously in jurisdictions  
                        outside of the United States in accordance with the applicable laws
                        of such jurisdictions.                                             

Daimler-Benz                                                                               
Exchange Offer                                                                             
Expiration Date........ The Daimler-Benz Exchange Offer expires at 12:00 Noon, New York    
                        City time, on [month, day], 1998 (the "Daimler-Benz Exchange Offer 
                        Initial Expiration Date"), unless extended. The Combination        
                        Agreement provides that if any of the conditions to the            
                        consummation of the Daimler-Benz Exchange Offer are unsatisfied at 
                        the Daimler-Benz Exchange Offer Initial Expiration Date and if     
                        requested by either Chrysler or Daimler-Benz, or if requested by   
                        either Chrysler or Daimler-Benz pursuant to clause (ii) below, the 
                        Daimler-Benz Exchange Offer Initial Expiration Date will be        
                        extended by DaimlerChrysler AG from time to time thereafter until  
                        the earliest of (i) the maximum period permitted under the German  
                        Takeover Code (UBERNAHMEKODEX DER BORSENSACHVERSTANDIGENKOMMISSION 
                        BEIM BUNDESMINISTERIUM DER FINANZEN) (the "German Takeover Code")  
                        or as otherwise approved by the Executive Office of the Takeover   
                        Commission (UBERNAHMEKOMMISSION) pursuant to the German Takeover   
                        Code (the "Executive Office of the Takeover Commission"), (ii) the 
                        close of business (Central European Time) on the day on which      
                        Daimler-Benz and DaimlerChrysler AG have publicly announced that   
                        all of the conditions to the consummation of the Daimler-Benz      
                        Exchange Offer shall have been satisfied or that they have been    
                        duly waived (or, if later, a date that is five business days       
                        following the Daimler-Benz Exchange Offer Initial Expiration Date, 
                        if either Chrysler or Daimler-Benz shall have requested            
                        DaimlerChrysler AG to extend the Daimler-Benz Exchange Offer to    
                        such date), and (iii) such time as the Combination Agreement is    
                        terminated as provided under "The Combination                      
                        Agreement--Termination." As used in this Offering Circular-        
                        Prospectus, the "Daimler-Benz Exchange Offer Expiration Date" means
                        the latest                                                         

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                                                        [Enlarge/Download Table]
                                                                                           
                        date and time to which the Daimler-Benz Exchange Offer is extended.
                        See "The Daimler-Benz Exchange Offer--Terms of the Daimler-Benz    
                        Exchange Offer; Daimler-Benz Exchange Offer Expiration Date,"      
                        "--Extension, Termination and Amendment" and "--Certain Conditions 
                        of the Daimler-Benz Exchange Offer."                               

Anticipated Extension                                                                      
of the Daimler-Benz                                                                        
Exchange                                                                                   
Offer Expiration                                                                           
Date................... In the event that the Minimum Condition is satisfied by virtue of  
                        there being validly tendered and not properly withdrawn on or prior
                        to the Daimler-Benz Exchange Offer Expiration Date at least 90% of 
                        the issued and outstanding Daimler-Benz Ordinary Shares (including 
                        Daimler-Benz Ordinary Shares represented by Daimler-Benz ADSs), (i)
                        the Daimler-Benz Exchange Offer Ratio will be 1.005 DaimlerChrysler
                        Ordinary Shares for each Daimler-Benz Ordinary Share or            
                        Daimler-Benz ADS exchanged and (ii) the consummation of the        
                        Daimler-Benz Exchange Offer will be conditioned on Chrysler selling
                        (the "Chrysler Stock Issuance") approximately 30.0 million shares  
                        of Chrysler Common Stock, or such other number of shares of        
                        Chrysler Common Stock as will allow the Transactions to qualify as 
                        a pooling-of-interests. Accordingly, if the Minimum Condition has  
                        been satisfied, the Daimler-Benz Exchange Offer will be extended in
                        accordance with Rule 14e-1(b) under the Exchange Act so that it    
                        will remain open for a least 10 business days from the date notice 
                        of the increase in the Daimler-Benz Exchange Offer Ratio as a      
                        result of the Minimum Condition having been satisfied is first     
                        published, sent or given to Daimler-Benz security holders. In the  
                        event that the Minimum Condition is not satisfied and is reduced to
                        the 80% Minimum, the Daimler-Benz Exchange Offer will remain open  
                        for at least five business days from the date the Daimler-Benz     
                        security holders are notified of such change. IT IS IMPERATIVE THAT
                        HOLDERS OF DAIMLER-BENZ ORDINARY SHARES AND DAIMLER-BENZ ADSs      
                        DESIRING TO TENDER SHARES IN THE DAIMLER-BENZ EXCHANGE OFFER DO SO 
                        ON OR PRIOR TO THE DAIMLER-BENZ EXCHANGE OFFER INITIAL EXPIRATION  
                        DATE IN ORDER FOR SUCH SHARES TO BE INCLUDED IN DETERMINING WHETHER
                        THE MINIMUM CONDITION HAS BEEN SATISFIED. See "The Daimler-Benz    
                        Exchange Offer--Extension, Termination and Amendment."             

Conditions of the                                                                          
Daimler-Benz                                                                               
Exchange Offer......... The Daimler-Benz Exchange Offer is subject to certain conditions,  
                        including, among other things, (i) there being validly tendered and
                        not properly withdrawn prior to the Daimler-Benz Exchange Offer    
                        Expiration Date such number of Daimler-Benz Ordinary Shares and    
                        Daimler-Benz ADSs which constitutes at least 90% of the issued and 
                        outstanding Daimler-Benz Ordinary Shares, including Daimler-Benz   
                        Ordinary Shares represented by Daimler-Benz ADSs (the "Minimum     
                        Condition"); PROVIDED, HOWEVER, that if the number of Daimler-Benz 
                        Ordinary Shares and Daimler-Benz ADSs tendered does not satisfy the
                        Minimum Condition but exceeds 80% of the outstanding capital stock 
                        of Daimler-Benz on a fully diluted basis (the 80% Minimum"), the   
                        Minimum Condition shall mean the 80% Minimum, and (ii) if the      
                        Minimum Condition is satisfied without being changed to the 80%    
                        Minimum, the completion of the Chrysler Stock Issuance. For a      
                        discussion of the other conditions to the Daimler-Benz Exchange    
                        Offer, see "The Daimler-Benz Exchange Offer--Certain Conditions of 
                        the Daimler-Benz Exchange Offer." In addition, for a discussion of 
                        the conditions to the Transactions, see "The Business Combination  
                        Agreement--Conditions to Closing."                                 

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Procedures for                                                                             
Tendering                                                                                  
Daimler-Benz ADSs...... To be properly tendered, either (i) Share Certificates, together   
                        with a properly completed and duly executed Letter of Transmittal  
                        (or a facsimile thereof) or an Agent's Message (as hereinafter     
                        defined) in the case of a book-entry transfer of Daimler-Benz ADSs 
                        and any other documents required by the Letter of Transmittal must 
                        be received by the Exchange Agent at one of the addresses set forth
                        on the back cover of this Offering Circular-Prospectus, in each    
                        case, on or prior to the Daimler-Benz Exchange Offer Expiration    
                        Date, or (ii) stockholders must comply with the specific procedures
                        for guaranteed delivery described herein. Holders of Daimler-Benz  
                        ADSs having Daimler-Benz ADSs registered in the name of a broker,  
                        dealer, commercial bank, trust company or other nominee are urged  
                        to contact such person promptly if they wish to tender any Daimler-
                        Benz ADSs pursuant to the Daimler-Benz Exchange Offer. See "The    
                        Daimler-Benz Exchange Offer--Procedures for Tendering Daimler-Benz 
                        ADSs or Daimler-Benz Ordinary Shares" and "--Guaranteed Delivery." 
                        The method for delivering Share Certificates and all other required
                        documents, including delivery through any book-entry transfer      
                        facility, is at the option and risk of the tendering holder, and   
                        the delivery will be deemed made only when actually received by the
                        Exchange Agent. If delivery is by mail, registered mail with return
                        receipt requested, properly insured, is recommended. In all cases, 
                        sufficient time should be allowed to ensure timely delivery.       

Procedures for                                                                             
Tendering Daimler-Benz                                                                     
Ordinary Shares........ To be properly tendered (i) certificates evidencing the tendered   
                        Daimler-Benz Ordinary Shares together with the Coupons and a       
                        properly completed and duly executed Letter of Transmittal (or a   
                        facsimile thereof) and any other documents required by the Letter  
                        of Transmittal must be received by the Exchange Agent at one of the
                        addresses set forth on the back cover of this Offering Circular-   
                        Prospectus on or prior to the Daimler-Benz Exchange Offer          
                        Expiration Date, (ii) stockholders must instruct the depositary    
                        bank holding such holders' Daimler-Benz Ordinary Shares and Coupons
                        to transfer such shares and Coupons to [identify BONY securities   
                        account at Dresdner Bank in Frankfurt] on or prior to the          
                        Daimler-Benz Exchange Offer Expiration Date, or (iii) stockholders 
                        must follow the instructions for tendering Daimler-Benz Ordinary   
                        Shares and Coupons set forth in the German Exchange Offer          
                        Materials. In all cases for Daimler-Benz Ordinary Shares to be     
                        properly tendered they must be accompanied by the Coupons. See "The
                        Daimler-Benz Exchange Offer--Procedures for Tendering Daimler-Benz 
                        ADSs or Daimler-Benz Ordinary Shares." The method for delivering   
                        certificates for Daimler-Benz Ordinary Shares and Coupons and all  
                        other required documents is at the option and risk of the tendering
                        holder, and the delivery will be deemed made only when actually    
                        received by the Exchange Agent. If delivery is by mail, registered 
                        mail with return receipt requested, properly insured, is           
                        recommended. In all cases, sufficient time should be allowed to    
                        ensure timely delivery.                                            

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Chrysler Merger                                                                             
Dependent on                                                                                
Success of Daimler-Benz                                                                     
Exchange Offer.........  It is a condition to the consummation of the Chrysler Merger that  
                         the Daimler-Benz Exchange Offer be consummated. One of the         
                         conditions to the Daimler-Benz Exchange Offer is that the Minimum  
                         Condition (or the 80% Minimum) be satisfied. Accordingly, the      
                         Chrysler Merger will not occur unless the Minimum Condition (or the
                         80% Minimum) is satisfied.                                         

Accounting                                                                                  
Considerations.........  If the Minimum Condition is not achieved, it will not be possible  
                         to account for the Transactions as a pooling-of-interests.         
                         Accounting for the Transactions as a purchase will reduce reported 
                         earnings. See "The Transaction--Anticipated Accounting Treatment." 

Withdrawal Rights......  Tenders of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs made 
                         pursuant to the Daimler-Benz Exchange Offer are irrevocable, except
                         that Daimler-Benz Ordinary Shares and Daimler-Benz ADSs tendered   
                         pursuant to the Daimler-Benz Exchange Offer may be withdrawn at any
                         time prior to the Daimler-Benz Exchange Offer Expiration Date, and,
                         unless theretofore accepted for exchange by DaimlerChrysler AG for 
                         DaimlerChrysler Ordinary Shares pursuant to the Daimler-Benz       
                         Exchange Offer, may also be withdrawn at any time after [month,    
                         day], 1998. See "The Daimler-Benz Exchange Offer--Withdrawal       
                         Rights." Holders of Daimler-Benz Ordinary Shares that tender their 
                         shares pursuant to the procedures outlined in the German Exchange  
                         Offer Materials will not be entitled to withdrawal rights following
                         the Daimler-Benz Initial Expiration Date.                          

Delivery of                                                                                 
DaimlerChrysler                                                                             
Ordinary Shares........  Upon the terms and subject to the conditions of the Daimler-Benz   
                         Exchange Offer, DaimlerChrysler AG will accept for exchange, and   
                         will exchange, Daimler-Benz Ordinary Shares and Daimler-Benz ADSs, 
                         validly tendered and not properly withdrawn as promptly as         
                         practicable after the Daimler-Benz Exchange Offer Expiration Date. 
                         See "The Daimler-Benz Exchange Offer--Exchange of Daimler-Benz ADSs
                         and Daimler-Benz Ordinary Shares."                                 

Dealer Managers........  Goldman, Sachs & Co., Credit Suisse First Boston Corporation and   
                         Deutsche Bank Securities are serving as Dealer Managers in         
                         connection with the Daimler-Benz Exchange Offer. Goldman, Sachs &  
                         Co.'s telephone number is (XXX) XXX-XXXX. Credit Suisse First      
                         Boston Corporation's telephone number is (XXX) XXX-XXXX. Deutsche  
                         Bank Securities' telephone number is (XXX) XXX-XXXX.               

Exchange Agent.........  The Bank of New York is serving as the Exchange Agent in connection
                         with the Daimler-Benz Exchange Offer. Its telephone number is (XXX)
                         XXX-XXXX.                                                          

Information Agent......  [Name of Information Agent] is serving as the Information Agent in 
                         connection with the Daimler-Benz Exchange Offer. Its telephone     
                         number (XXX) XXX-XXXX.                                             

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THE DAIMLER-BENZ EXCHANGE OFFER 

General                                                                         

DaimlerChrysler AG hereby offers, upon the terms and subject to the     
conditions set forth in the Daimler-Benz Exchange Offer, (i) to exchange that   
number of DaimlerChrysler Ordinary Shares equal to the Daimler-Benz Exchange    
Offer Ratio for each Daimler-Benz Ordinary Share held by such holder, and (ii)  
to exchange that number of DaimlerChrysler Ordinary Shares equal to the         
Daimler-Benz Exchange Offer Ratio for each Daimler-Benz ADS held by such holder.
To be eligible to receive DaimlerChrysler Ordinary Shares pursuant to the       
Daimler-Benz Exchange Offer, a holder of Daimler-Benz Ordinary Shares or        
Daimler-Benz ADSs must validly tender and not properly withdraw such shares on  
or prior to the Daimler-Benz Exchange Offer Expiration Date. See "--Withdrawal  
Rights." The Daimler-Benz Exchange Offer Initial Expiration Date is [month day],
1998; however, if the Minimum Condition has been satisfied, the Daimler-Benz    
Exchange Offer will be extended in accordance with Rule 14e-1(b) under the      
Exchange Act so that it will remain open for at least 10 business days from the 
date notice of the increase in the Daimler-Benz Exchange Offer Ratio as a result
of the Minimum Condition having been satisfied is first published, sent or given
to Daimler-Benz securityholders. In the event the Minimum Condition is not      
satisfied and is reduced to the 80% Minimum, the Daimler-Benz Exchange Offer    
will remain open for at least five business days from the date the Daimler-Benz 
securityholders are notified of such change.                                    

    Tendering holders of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs will
not be obligated to pay any charges or expenses of the Exchange Agent or any    
brokerage commissions in connection with the tender of Daimler-Benz Ordinary    
Shares and Daimler-Benz ADSs in the Daimler-Benz Exchange Offer. Except as set  
forth in the Instructions to the Letter of Transmittal, transfer taxes on the   
exchange of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs pursuant to the  
Daimler-Benz Exchange Offer will be paid by or on behalf of DaimlerChrysler AG. 
DaimlerChrysler AG will pay all charges and expenses of the Dealer Managers, the
Exchange Agent and the Information Agent incurred in connection with the        
Daimler-Benz Exchange Offer. See "--Fees and Expenses."                         

 The Daimler-Benz Exchange Offer is being made pursuant to the Combination
Agreement and is one in a series of transactions described in this Offering     
Circular-Prospectus which together will have the effect of combining the        
respective businesses, stockholder groups, managements and other constituencies 
of Chrysler and Daimler-Benz in a "merger-of-equals" transaction. The purpose of
the Daimler-Benz Exchange Offer is for DaimlerChrysler AG to obtain the entire  
equity interest in Daimler-Benz and to enable the Transactions to qualify for   
the pooling-of-interests method of accounting. Immediately following            
consummation of the Daimler-Benz Exchange Offer, the Chrysler Merger will be    
consummated. As soon as possible following the consummation of the Chrysler     
Merger, the Daimler-Benz Merger will be consummated. See "Risk Factors" and "The
Transactions--German Valuation Proceeding (SPRUCHVERFAHREN)."                   

The Daimler-Benz Exchange Offer has been unanimously approved by the    
Daimler-Benz Supervisory Board (AUFSICHTSRAT) and the Daimler-Benz Management   
Board (VORSTAND) and has also been approved by the stockholders of Daimler-Benz.
The Daimler-Benz Management Board (VORSTAND) has determined that the            
Daimler-Benz Exchange Offer is fair to and in the best interests of Daimler-Benz
and its stockholders and recommends that stockholders tender their Daimler-Benz 
Ordinary Shares and Daimler-Benz ADSs.                                          

   For a discussion of the Daimler-Benz Management Board's recommendation, see
"The Transactions-- Recommendation of the Daimler-Benz Management Board and     
Reasons for those Recommendations."                                             

  On May 6, 1998, Goldman, Sachs & Co. oHG delivered its oral opinion to the
Daimler-Benz Management Board and the Daimler-Benz Supervisory Board that, as of
the date of such opinion, the Daimler-Benz Exchange Ratio (as defined in the    
opinion of Goldman, Sachs & Co. oHG attached hereto as Annex C) pursuant to the 
Combination Agreement is fair from a financial point of view to the holders of  
Daimler-Benz Ordinary Shares                                                    

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(including those Daimler-Benz Ordinary Shares represented by Daimler-Benz ADSs).
Goldman, Sachs & Co. oHG subsequently confirmed its earlier opinion by delivery 
of its written opinion, dated as of May 8, 1998.                                

    The full text of the written opinion of Goldman, Sachs & Co. oHG, which sets
forth the assumptions made, matters considered and limitations on the review    
undertaken in connection with the opinion, is attached hereto as Annex C and is 
incorporated herein by reference. The opinion of Goldman, Sachs & Co. oHG       
referred to herein does not constitute a recommendation whether or not any      
holder of Daimler-Benz Ordinary Shares or Daimler-Benz ADSs should tender such  
securities in the Daimler-Benz Exchange Offer. Holders of Daimler-Benz Ordinary 
Shares or Daimler-Benz ADSs are urged to, and should, read such opinion in its  
entirety. The opinion and advice provided by Goldman, Sachs and Co. oHG is not  
and should not be considered a value opinion (BEWERTUNG Z.B. IM RAHMEN EINER    
VERSCHMELZUNG). See "The Transactions--Opinion of Financial Advisor of          
Daimler-Benz."                                                                  

    The Daimler-Benz Exchange Offer is conditioned upon, among other things, the
satisfaction of the Minimum Condition or the 80% Minimum, as the case may be,   
and, in the event the Minimum Condition is satisfied without being changed to   
the 80% Minimum, the completion of the Chrysler Stock Issuance. The Daimler-Benz
Exchange Offer is also subject to certain other conditions set forth in this    
Offering Circular-Prospectus. See "--Certain Conditions of the Daimler-Benz     
Exchange Offer."                                                                

As of [month day], 1998, Daimler-Benz had issued and outstanding        
[xxx,xxx,xxx] Daimler-Benz Ordinary Shares (including Daimler-Benz Ordinary     
Shares represented by Daimler-Benz ADSs), [xxx,xxx] Daimler-Benz Ordinary Shares
were issuable upon the exercise of Daimler-Benz Employee Stock Options (as      
hereinafter defined), [x,xxx,xxx] Daimler-Benz Ordinary Shares were issuable    
upon the exercise of the Warrants (as hereinafter defined), and [x,xxx,xxx]     
Daimler-Benz Ordinary Shares were issuable upon the exercise of the Notes,      
including Notes represented by ADSs and DM BESs (as such terms are hereinafter  
defined). [Statement regarding intention of Daimler-Benz' two largest           
stockholders to tender Daimler-Benz Ordinary Shares in the Daimler-Benz Exchange
Offer--to come.] Accordingly, in order for the Minimum Condition to be satisfied
(assuming that no additional Daimler-Benz Ordinary Shares or Daimler-Benz ADSs  
are issued and outstanding on the Daimler-Benz Exchange Offer Expiration Date), 
the holders of at least an additional xx% of the Daimler-Benz Ordinary Shares   
and Daimler-Benz ADSs (or approximately [xxx,xxx,xxx] Daimler-Benz Ordinary     
Shares, including Ordinary Shares represented by Daimler-Benz ADSs), must tender
their shares in the Daimler-Benz Exchange Offer. In order for the 80% Minimum to
be satisfied (assuming that no additional Daimler-Benz Ordinary Shares or       
Daimler-Benz ADS are issued and outstanding on the Daimler-Benz Exchange Offer  
Expiration Date), the holders of at least an additional xx% of the Daimler-Benz 
Ordinary Shares and Daimler-Benz ADSs (or approximately [xxx,xxx,xxx]           
Daimler-Benz Ordinary Shares, including Daimler-Benz Ordinary Shares represented
by Daimler-Benz ADSs), must tender their shares in the Daimler-Benz Exchange    
Offer.                                                                          

It is a condition to the consummation of the Chrysler Merger that the           
Daimler-Benz Exchange Offer be consummated. One of the conditions to the        
Daimler-Benz Exchange Offer is that the Minimum Condition (or the 80% Minimum)  
be satisfied. Although the Daimler-Benz Exchange Offer Ratio is the same as the 
Daimler-Benz Merger Exchange Ratio, the Daimler-Benz Merger will not occur      
unless the Daimler-Benz Exchange Offer is successful. Accordingly, stockholders 
are urged to tender their Daimler-Benz Ordinary Shares and Daimler-Benz ADSs in 
the Daimler-Benz Exchange Offer. In addition, if the Minimum Condition is not   
achieved, it will not be possible to account for the Transactions as a          
pooling-of-interests. Accounting for the Transactions as a purchase will reduce 
reported earnings. See "The Transactions-- Anticipated Accounting Treatment."   
Moreover, it is imperative that holders of Daimler-Benz Ordinary Shares and     
Daimler-Benz ADSs desiring to tender shares in the Daimler-Benz Exchange Offer  
do so on or prior to the Daimler-Benz Exchange Offer Initial Expiration Date in 
order for such shares to be included in determining whether the Minimum         
Condition (or the 80% Minimum) has been satisfied. For a discussion of the tax  
consequences of tendering in the Daimler-Benz Exchange Offer or participating in
the Daimler-Benz Merger, see "The Transactions--Certain Tax Consequences" and   
"--Miscellaneous."                                                              

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   This Offering Circular-Prospectus and the related Letter of Transmittal and
other relevant materials (the "Daimler-Benz Exchange Offer Materials") are being
mailed to all record holders of Daimler-Benz ADSs and to all "U.S. persons" (as 
defined in Rule 902(a) of Regulations S promulgated under the Securities Act)   
who own Daimler-Benz Ordinary Shares. Notice of the Daimler-Benz Exchange Offer 
will also be published in THE WALL STREET JOURNAL and in the Federal Gazette    
(BUNDESANZEIGER), the FRANKFURTER ALLGEMEINE ZEITUNG and BORSENZEITUNG          
newspapers in Germany.                                                          

THIS OFFERING CIRCULAR-PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL 
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE  
WITH RESPECT TO THE DAIMLER-BENZ EXCHANGE OFFER.                                

Terms of the Daimler-Benz Exchange Offer; Daimler-Benz Exchange Offer Expiration
Date                                                                        

DaimlerChrysler AG hereby offers, upon the terms and subject to the     
conditions set forth in the Daimler-Benz Exchange Offer, (i) to exchange that   
number of DaimlerChrysler Ordinary Shares equal to the Daimler-Benz Exchange    
Offer Ratio for each Daimler-Benz Ordinary Share held by such holder, and (ii)  
to exchange that number of DaimlerChrysler Ordinary Shares equal to the         
Daimler-Benz Exchange Offer Ratio for each Daimler-Benz ADS held by such holder.
To be eligible to receive DaimlerChrysler Ordinary Shares pursuant to the       
Daimler-Benz Exchange Offer, a holder of Daimler-Benz Ordinary Shares or        
Daimler-Benz ADSs must validly tender and not properly withdraw such shares on  
or prior to the Daimler-Benz Exchange Offer Expiration Date.                    

  Upon the terms and subject to the conditions set forth in the Daimler-Benz
Exchange Offer (including, if the Daimler-Benz Exchange Offer is extended or    
amended, the terms and conditions of such extension or amendment),              
DaimlerChrysler AG will accept and exchange all Daimler-Benz Ordinary Shares and
Daimler-Benz ADSs validly tendered prior to the Daimler-Benz Expiration Date and
not withdrawn as permitted under "--Withdrawal Rights." The term "Daimler-Benz  
Exchange Offer Expiration Date" means the latest date and time to which the     
Daimler-Benz Exchange Offer is extended.                                        

In the event that the Minimum Condition is satisfied by virtue of there 
being validly tendered and not properly withdrawn on or prior to the            
Daimler-Benz Exchange Offer Expiration Date at least 90% of the issued and      
outstanding Daimler-Benz Ordinary Shares, including Daimler-Benz Ordinary Shares
represented by Daimler-Benz ADSs, the consummation of the Daimler-Benz Exchange 
Offer is further conditioned on the Chrysler Stock Issuance. Accordingly, if the
Minimum Condition has been satisfied, the Daimler-Benz Exchange Offer will be   
extended in accordance with Rule 14e-1(b) under the Exchange Act so that it will
remain open for at least 10 business days from the date notice of the increase  
in the Daimler-Benz Exchange Offer Ratio as a result of the Minimum Condition   
having been satisfied is first published, sent or given to Daimler-Benz         
securityholders. In the event the Minimum Condition is not satisfied and is     
reduced to the 80% Minimum, the Daimler-Benz Exchange Offer will remain open for
at least five business days from the date the Daimler-Benz securityholders are  
notified of such change. IT IS IMPERATIVE THAT HOLDERS OF DAIMLER-BENZ ORDINARY 
SHARES AND DAIMLER-BENZ ADSs DESIRING TO TENDER SHARES IN THE DAIMLER-BENZ      
EXCHANGE OFFER DO SO ON OR PRIOR TO THE DAIMLER-BENZ EXCHANGE OFFER INITIAL     
EXPIRATION DATE IN ORDER FOR SUCH SHARES TO BE INCLUDED IN DETERMINING WHETHER  
THE MINIMUM CONDITION (OR THE 80% MINIMUM) HAS BEEN SATISFIED.                  

Exchange of Daimler-Benz ADSs and Daimler-Benz Ordinary Shares                  

 Upon the terms and subject to the conditions of the Daimler-Benz Exchange
Offer (including, if the Daimler-Benz Exchange Offer is extended or amended, the
terms and conditions of any such extension or amendment), DaimlerChrysler AG    
will accept for exchange, and will exchange, Daimler-Benz ADSs and Daimler-Benz 
Ordinary Shares validly tendered and not properly withdrawn as promptly as      
practicable after the Daimler-Benz Exchange Offer Expiration Date. In addition, 
subject to applicable rules of the Commission, DaimlerChrysler AG expressly     
reserves the right to delay acceptance for exchange or delay exchange of        

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Daimler-Benz ADSs or Daimler-Benz Ordinary Shares in order to comply in whole or
in part with any applicable law.                                                

 In all cases, exchange of (1) Daimler-Benz ADSs tendered and accepted for
exchange pursuant to the Daimler-Benz Exchange Offer will be made only after    
timely receipt by the Exchange Agent of (i) Share Certificates or a timely      
confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such     
Daimler-Benz ADSs into the Exchange Agent's account at The Depository Trust     
Company ("DTC") pursuant to the procedures set forth in "--Procedures for       
Tendering Daimler-Benz ADSs or Daimler-Benz Ordinary Shares," (ii) a properly   
completed and duly executed Letter of Transmittal (or a facsimile thereof), with
any required signature guarantees, or an Agent's Message in connection with a   
book-entry transfer, and (iii) any other documents required by the Letter of    
Transmittal, and (2) Daimler-Benz Ordinary Shares tendered and accepted pursuant
to the Daimler-Benz Exchange Offer will be made only after (i) timely receipt by
the Exchange Agent of certificates evidencing the tendered Daimler-Benz Ordinary
Shares together with the Coupons and a properly completed and duly executed     
Letter of Transmittal (or a facsimile thereof), with any required signature     
guarantees and any other documents required by the Letter of Transmittal, (ii)  
timely receipt by the Exchange Agent in [its securities account at Dresdner Bank
in Frankfurt] of the tendered Daimler-Benz Ordinary Shares together with the    
Coupons, or (iii) timely compliance with the instructions for tendering         
Daimler-Benz Ordinary Shares and Coupons set forth in the German Exchange Offer 
Materials.                                                                      

   For purposes of the Daimler-Benz Exchange Offer, DaimlerChrysler AG will be
deemed to have accepted for exchange (and thereby purchased) Daimler-Benz ADSs  
and Daimler-Benz Ordinary Shares validly tendered and not properly withdrawn as,
if and when DaimlerChrysler AG gives oral or written notice to the Exchange     
Agent of its acceptance of the tenders of such Daimler-Benz securities pursuant 
to the Daimler-Benz Exchange Offer. Upon the terms and subject to the conditions
of the Daimler-Benz Exchange Offer, exchange of DaimlerChrysler Ordinary Shares 
for Daimler-Benz ADSs and Daimler-Benz Ordinary Shares accepted for exchange    
pursuant to the Daimler-Benz Exchange Offer will be made by deposit of          
DaimlerChrysler Ordinary Shares in exchange therefor with the Exchange Agent,   
which will act as agent for tendering stockholders whose Daimler-Benz ADSs and  
Daimler-Benz Ordinary Shares have been accepted for exchange. Under no          
circumstances will interest be paid on the exchange of DaimlerChrysler Ordinary 
Shares for Daimler-Benz ADSs and Daimler-Benz Ordinary Shares, regardless of any
delay in making such exchange.                                                  

 If any tendered Daimler-Benz ADSs or Daimler-Benz Ordinary Shares are not
accepted for exchange pursuant to the terms and conditions of the Daimler-Benz  
Exchange Offer for any reason, or if Share Certificates or certificates         
evidencing Daimler-Benz Ordinary Shares are submitted for more Daimler-Benz     
securities than are tendered, certificates for such unexchanged Daimler-Benz    
securities will be returned without expense to the tendering holder or, in the  
case of Daimler-Benz ADSs tendered by book-entry transfer of such Daimler-Benz  
ADSs into the Exchange Agent's account at DTC pursuant to the procedures set    
forth below under "--Procedures for Tendering Daimler-Benz ADSs or Daimler-Benz 
Ordinary Shares," such Daimler-Benz ADSs will be credited to an account         
maintained at DTC, in each case as promptly as practicable following expiration 
or termination of the Daimler-Benz Exchange Offer. In the case of Daimler-Benz  
Ordinary Shares (and associated Coupons) which are not accepted for exchange    
pursuant to the terms and conditions of the Daimler-Benz Exchange Offer and     
which were (x) tendered into the Exchange Agent's [securities account at        
Dresdner Bank in Frankfurt] such shares and the associated Coupons will be      
returned to the tendering stockholder's account at the depositary bank that     
transferred such shares and Coupons, or (y) tendered in accordance with the     
instructions set forth in the German Exchange Offer Materials will be returned  
in accordance with the procedures outlined in such materials.                   

MISCELLANEOUS                                                           

If, prior to the Daimler-Benz Exchange Offer Expiration Date,           
DaimlerChrysler AG shall increase the consideration offered to any holder of    
Daimler-Benz Ordinary Shares or Daimler-Benz ADSs (as is contemplated if the    
Minimum Condition is satisfied), such increased consideration shall be paid to  
all holders of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs that are      
exchanged in the Daimler-Benz Exchange Offer, whether                           

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or not such Daimler-Benz Ordinary Shares or Daimler-Benz ADSs were tendered     
prior to such increase in consideration. Such increased consideration will also 
be paid to all Remaining Stockholders (as hereinafter defined) in the           
Daimler-Benz Merger.                                                            

DaimlerChrysler AG reserves the right to transfer or assign, in whole or
from time to time in part, to one or more of its affiliates, the right to       
exchange all or any portion of the Daimler-Benz Ordinary Shares and Daimler-Benz
ADSs tendered pursuant to the Daimler-Benz Exchange Offer, but any such         
transaction or assignment will not relieve DaimlerChrysler AG of its obligations
under the Daimler-Benz Exchange Offer and will in no way prejudice the rights of
tendering holders of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs to      
receive DaimlerChrysler Ordinary Shares in exchange for Daimler-Benz Ordinary   
Shares or Daimler-Benz ADSs validly tendered and accepted for exchange pursuant 
to the Daimler-Benz Exchange Offer.                                             

Procedures for Tendering Daimler-Benz ADSs or Daimler-Benz Ordinary Shares      

PROCEDURES FOR TENDERING DAIMLER-BENZ ADSS                              

 In order for a holder validly to tender Daimler-Benz ADSs pursuant to the
Daimler-Benz Exchange Offer, (i) a properly completed and duly executed Letter  
of Transmittal (or a facsimile thereof), together with any required signature   
guarantees, or an Agent's Message in the case of a book-entry transfer of       
Daimler-Benz ADSs, and any other documents required by the Letter of            
Transmittal, must be received by the Exchange Agent at one of its addresses set 
forth on the back cover of this Offering Circular-Prospectus and either (i) the 
Share Certificates for tendered Daimler-Benz ADSs must be received by the       
Exchange Agent at such address or such Daimler-Benz ADSs must be tendered       
pursuant to the procedure for book-entry transfer described below and a         
Book-Entry Confirmation must be received by the Exchange Agent (including an    
Agent's Message if the tendering holder of Daimler-Benz ADSs has not delivered a
Letter of Transmittal), in each case prior to the Daimler-Benz Exchange Offer   
Expiration Date, or (ii) such holder must comply with the guaranteed delivery   
procedure set forth below.                                                      

The term "Agent's Message" means a message, transmitted by DTC to, and  
received by, the Exchange Agent and forming a part of a Book-Entry Confirmation,
which states that DTC has received an express acknowledgment from the DTC       
participant tendering the Daimler-Benz ADSs that are the subject of such Book-  
Entry Confirmation, that such participant has received and agrees to be bound by
the terms of the Letter of Transmittal and that DaimlerChrysler AG may enforce  
such agreement against such participant.                                        

   BOOK ENTRY.  The Exchange Agent will establish accounts with respect to the
Daimler-Benz ADSs at DTC for purposes of the Daimler-Benz Exchange Offer within 
two business days after the date of this Offering Circular-Prospectus. Any      
financial institution that is a participant in DTC's systems may make book-entry
delivery of Daimler-Benz ADSs by causing DTC to transfer such Daimler-Benz ADSs 
into the Exchange Agent's account in accordance with DTC's procedure for such   
transfer. However, although delivery of Daimler-Benz ADSs may be effected       
through book-entry at DTC, the Letter of Transmittal (or a facsimile thereof),  
properly completed and duly executed, together with any required signature      
guarantees, or an Agent's Message in lieu of a Letter of Transmittal, and any   
other required documents, must, in any case, be received by the Exchange Agent  
at one of its addresses set forth on the back cover of this Offering            
Circular-Prospectus prior to the Daimler-Benz Exchange Offer Expiration Date, or
the tendering holder of Daimler-Benz ADSs must comply with the guaranteed       
delivery procedure described below. Delivery of documents to DTC in accordance  
with its procedures does not constitute delivery to the Exchange Agent.         

PROCEDURES FOR TENDERING DAIMLER-BENZ ORDINARY SHARES                   

In order for a holder to validly tender Daimler-Benz Ordinary Shares    
pursuant to the Daimler-Benz Exchange Offer, (i) a properly completed and duly  
executed Letter of Transmittal (or a facsimile thereof), together with any      
required signature guarantees and any other other documents required by the     
Letter of Transmittal and certificates evidencing the tendered Daimler-Benz     
Ordinary Shares together with the Coupons must be received by the Exchange Agent
at one of its addresses set forth on the back cover of this Offering            

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Circular-Prospectus, or (ii) stockholders must instruct the depositary bank     
holding such holders' Daimler-Benz Ordinary Shares and Coupons to transfer such 
shares and Coupons to [identify BONY securities account at Dresdner Bank in     
Frankfurt], or (iii) stockholders must follow the instructions for tendering    
Daimler-Benz Ordinary Shares and Coupons set forth in the German Exchange Offer 
Materials.                                                                      

   * * * * *

THE METHOD OF DELIVERY OF CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING DELIVERY THROUGH DTC OR A DEPOSITARY BANK, IS AT THE OPTION AND RISK  
OF THE TENDERING HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH    
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,       
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.                    

   * * * * *

SIGNATURE GUARANTEES.  Signatures on all Letters of Transmittal must be 
guaranteed by a firm that is a member of the Medallion Signature Guarantee      
Program, or by any other "eligible guarantor institution," as such term is      
defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing is        
referred to as an "Eligible Institution"), except in cases in which Daimler-Benz
ADSs are tendered (i) by a registered holder of Daimler-Benz ADSs who has not   
completed either the box entitled "Special Payment Instructions" or the box     
entitled "Special Delivery Instructions" on the Letter of Transmittal or (ii)   
for the account of an Eligible Institution. If a Share Certificate is registered
in the name of a person other than the signer of the Letter of Transmittal, or  
if certificates for unexchanged Daimler-Benz ADSs are to be issued to a person  
other than the registered holder(s), the certificates representing Daimler-Benz 
ADSs must be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name or names of the registered owner or owners appear on 
the Share Certificate, with the signature(s) on the certificates or stock powers
guaranteed as aforesaid.                                                        

OTHER REQUIREMENTS.  By executing a Letter of Transmittal as set forth  
above, the tendering holder irrevocably appoints designees of DaimlerChrysler AG
as such holder's attorneys-in-fact and proxies, each with full power of         
substitution, to the full extent of such holder's rights with respect to the    
Daimler-Benz ADSs or the Daimler-Benz Ordinary Shares tendered by such holder   
and accepted for exchange by DaimlerChrysler AG and with respect to any and all 
other Daimler-Benz ADSs or Daimler-Benz Ordinary Shares and other securities    
issued or issuable in respect of such Daimler-Benz securities on or after       
[month, day], 1998. Such appointment is effective, and voting rights will be    
affected, when and only to the extent that DaimlerChrysler AG deposits the      
DaimlerChrysler Ordinary Shares to be exchanged for Daimler-Benz ADSs and       
Daimler-Benz Ordinary Shares tendered by such holder with the Exchange Agent.   
All such proxies shall be considered coupled with an interest in the tendered   
Daimler-Benz securities and therefore shall not be revocable. Upon the          
effectiveness of such appointment, all prior proxies given by such holder will  
be revoked without further action, and no subsequent powers of attorney and     
proxies may be given nor any subsequent written consents executed (and, if given
or executed, will not be deemed effective). DaimlerChrysler AG's designees will,
with respect to the Daimler-Benz ADSs and the Daimler-Benz Ordinary Shares for  
which the appointment is effective, be empowered, among other things, to        
exercise all voting and other rights of such holders as they, in their sole     
discretion, deem proper at any annual, extraordinary or adjourned meeting of    
Daimler-Benz' stockholders, by written consent in lieu of any such meeting or   
otherwise. DaimlerChrysler AG reserves the right to require that, in order for  
Daimler-Benz ADSs or Daimler-Benz Ordinary Shares to be deemed validly tendered,
immediately upon DaimlerChrysler AG's exchange for such Daimler-Benz securities,
DaimlerChrysler AG must be able to exercise full voting rights with respect to  
such Daimler-Benz ADSs, including voting at any meeting of stockholders.        

If the Letter of Transmittal or Notice of Guaranteed Delivery or any    
certificates or stock powers are signed by trustees, executors, administrators, 
guardians, attorneys-in-fact, officers of corporations or others acting in a    
fiduciary or representative capacity, such persons should so indicate when      
signing, and, unless waived by                                                  

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DaimlerChrysler AG, proper evidence satisfactory to DaimlerChrysler AG of their 
authority so to act must be submitted.                                          

  If any certificate representing Daimler-Benz ADSs or Daimler-Benz Ordinary
Shares has been mutilated, destroyed, lost or stolen, the stockholder must (i)  
furnish to the Exchange Agent evidence, satisfactory to it in its discretion, of
the ownership of and the destruction, loss or theft of such certificate, (ii)   
furnish to the Exchange Agent indemnity, satisfactory to it in its discretion   
and (iii) comply with such other reasonable regulations as the Exchange Agent   
may prescribe.                                                                  

    The tender of Daimler-Benz ADSs and Daimler-Benz Ordinary Shares pursuant to
any of the procedures described above will constitute a binding agreement       
between the tendering holder and DaimlerChrysler AG upon the terms and subject  
to the conditions of the Daimler-Benz Exchange Offer.                           

DETERMINATION OF VALIDITY                                               

All questions as to the validity, form, eligibility (including time of  
receipt) and acceptance for exchange of any tender of Daimler-Benz ADSs or      
Daimler-Benz Ordinary Shares will be determined by DaimlerChrysler AG, in its   
sole discretion, which determination shall be final and binding on the holders  
of the Daimler-Benz ADSs and Daimler-Benz Ordinary Shares. DaimlerChrysler AG   
reserves the absolute right to reject any and all tenders determined by it not  
to be in proper form or the acceptance of or exchange for which may, in the     
opinion of DaimlerChrysler AG, be unlawful. Subject to the terms of the         
Combination Agreement, DaimlerChrysler AG also reserves the absolute right to   
waive any defect or irregularity in the tender of any shares of any particular  
holder, whether or not similar defects or irregularities are waived in the case 
of other stockholders. No tender of shares will be deemed to have been validly  
made until all defects and irregularities have been cured or waived. None of    
DaimlerChrysler AG, the Exchange Agent, the Information Agent, the Dealer       
Managers nor any other person will be under any duty to give notification of any
defects or irregularities in the tender of any Daimler-Benz ADSs or Daimler-Benz
Ordinary Shares, or will incur any liability for failure to give any such       
notification. DaimlerChrysler AG's interpretation of the terms and conditions of
the Daimler-Benz Exchange Offer (including the Letter of Transmittal and        
instructions thereto) will be final and binding on the holders of Daimler-Benz  
ADSs and Daimler-Benz Ordinary Shares.                                          

Guaranteed Delivery                                                             

    If a holder desires to tender Daimler-Benz ADSs pursuant to the Daimler-Benz
Exchange Offer and such holder's Share Certificates are not immediately         
available or such holder cannot deliver the Share Certificates and all other    
required documents to the Exchange Agent prior to the Daimler-Benz Exchange     
Offer Expiration Date, or such stockholder cannot complete the procedure for    
book-entry transfer on a timely basis, such Daimler-Benz ADSs may nevertheless  
be tendered; PROVIDED that all of the following conditions are satisfied:       

(i) such tenders are made by or through an Eligible Institution;  

(ii) a properly completed and duly executed Notice of Guaranteed  
Delivery, substantially in the form made available by             
DaimlerChrysler AG, is received by the Exchange Agent as provided 
below on or prior to the Daimler-Benz Exchange Offer Expiration   
Date; and                                                         

(iii) the certificates for all tendered Daimler-Benz ADSs (or a   
confirmation of a book-entry transfer of Daimler-Benz ADSs into   
the Exchange Agent's account at DTC as described above), in proper
form for transfer, together with a properly completed and duly    
executed Letter of Transmittal (or a manually executed facsimile  
thereof), with any required signature guarantees (or, in the case 
of a book-entry transfer, an Agent's Message) and all other       
documents required by the Letter of Transmittal are received by   
the Exchange Agent within three business days after the date of   
execution of such Notice of Guaranteed Delivery.                  

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    The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
telegram, facsimile transmission or mail to the Exchange Agent and must include 
a guarantee by an Eligible Institution in the form set forth in such Notice of  
Guaranteed Delivery.                                                            

   In all cases, exchanges of DaimlerChrysler Ordinary Shares for Daimler-Benz
ADSs tendered and accepted for exchange pursuant to the Daimler-Benz Exchange   
Offer will be made only after timely receipt by the Exchange Agent of Share     
Certificates (or timely confirmation of a book-entry transfer of Daimler-Benz   
ADSs into the Exchange Agent's account at DTC as described above), properly     
completed and duly executed Letter(s) of Transmittal (or facsimile(s) thereof), 
or an Agent's Message in connection with a book-entry transfer, and any other   
required documents. Accordingly, tendering stockholders may receive             
DaimlerChrysler Ordinary Shares at different times depending upon when Share    
Certificates or confirmations of book-entry transfers of such Daimler-Benz ADSs 
are actually received by the Exchange Agent.                                    

Withdrawal Rights                                                               

   Tenders of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs made pursuant
to the Daimler-Benz Exchange Offer are irrevocable, except that Daimler-Benz    
Ordinary Shares and Daimler-Benz ADSs tendered pursuant to the Daimler-Benz     
Exchange Offer may be withdrawn at any time prior to the Daimler-Benz Exchange  
Offer Expiration Date, and, unless theretofore accepted for exchange by         
DaimlerChrysler AG for DaimlerChrysler Ordinary Shares pursuant to the          
Daimler-Benz Exchange Offer, may also be withdrawn at any time after [month     
day], 1998. Holders of Daimler-Benz Ordinary Shares that tender their shares    
pursuant to the procedures outlined in the German Exchange Offer materials will 
not be entitield to withdrawal rights following the Daimler-Benz Exchange Offer 
Initial Expiration Date.                                                        

For withdrawal to be effective, a written, telegraphic or facsimile     
transmission notice of withdrawal must be timely received by the Exchange Agent 
at one of its addresses set forth on the back cover of this Offering            
Circular-Prospectus. Any such notice must specify the name of the person having 
tendered the Daimler-Benz Ordinary Shares or Daimler-Benz ADSs to be withdrawn, 
the number of Daimler-Benz Ordinary Shares or Daimler-Benz ADSs to be withdrawn 
and, in the case of Daimler-Benz ADSs, the name of the registered holder, if    
different from that of the person who tendered such Daimler-Benz ADSs. If stock 
certificates evidencing Daimler-Benz ADSs or Daimler-Benz Ordinary Shares to be 
withdrawn have been delivered or otherwise identified to the Exchange Agent,    
then, prior to the physical release of such stock certificates, the name of the 
registered holder (in the case of Daimler-Benz ADSs) or the tendering           
Daimler-Benz Ordinary Share holder and the serial numbers of the particular     
stock certificates evidencing the Daimler-Benz ADSs or Daimler-Benz Ordinary    
Shares withdrawn must also be furnished to the Exchange Agent and the           
signature(s) on the notice of withdrawal must be guaranteed by an Eligible      
Institution, unless such Daimler-Benz securities have been tendered for the     
account of an Eligible Institution. If Daimler-Benz ADSs have been tendered     
pursuant to the procedure for book-entry transfer set forth under "--Procedures 
for Tendering Daimler Benz ADSs or Daimler-Benz Ordinary Shares," any notice of 
withdrawal must specify the name and number of the account at DTC to be credited
with the withdrawal of Daimler-Benz ADSs.                                       

    All questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be determined by DaimlerChrysler AG, in its sole      
discretion, which determination shall be final and binding on the holders of the
Daimler-Benz Ordinary Shares and the Daimler-Benz ADSs. None of DaimlerChrysler 
AG, the Exchange Agent, the Information Agent, the Dealer Managers nor any other
person will be under any duty to give notification of any defects or            
irregularities in any notice of withdrawal or will incur any liability for      
failure to give any such notification. Any Daimler-Benz Ordinary Shares or      
Daimler-Benz ADSs properly withdrawn will be deemed not to have been validly    
tendered for purposes of the Daimler-Benz Exchange Offer. However, withdrawn    
Daimler-Benz Ordinary Shares or Daimler-Benz ADSs may be re-tendered by         
following one of the procedures described under "--Procedures for Tendering     
Daimler-Benz ADSs or Daimler-Benz Ordinary Shares" at any time prior to the     
Daimler-Benz Exchange Offer Expiration Date.                                    

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Extension, Termination and Amendment                                            

   Subject to the applicable regulations of the Commission, DaimlerChrysler AG
also expressly reserves the right, in its sole discretion (but subject to the   
terms of the Combination Agreement), at any time or from time to time, (i) to   
extend the period of time during which the Daimler-Benz Exchange Offer is to    
remain open for any reason, including the occurrence of any of the conditions   
specified under "--Certain Conditions of the Daimler-Benz Exchange Offer," (ii) 
to terminate the Daimler-Benz Exchange Offer and not accept for exchange        
Daimler-Benz Ordinary Shares and Daimler-Benz ADSs upon the occurrence of any of
the conditions specified in                                                     
"--Conditions to the Daimler-Benz Exchange Offer," and (iii) to waive any       
condition other than the Minimum Condition, or otherwise amend the Daimler-Benz 
Exchange Offer in any respect, by giving oral or written notice of such         
extension, termination or waiver to the Exchange Agent, and by making a public  
announcement thereof. The Combination Agreement provides that if any of the     
conditions to the consummation of the Daimler-Benz Exchange Offer are           
unsatisfied at the Daimler-Benz Exchange Offer Initial Expiration Date and if   
requested by either Chrysler or Daimler-Benz, or if requested by either Chrysler
or Daimler-Benz pursuant to clause (b) below, the Daimler-Benz Exchange Offer   
Initial Expiration Date will be extended by DaimlerChrysler AG from time to time
thereafter until the earliest of (a) the maximum period permitted under the     
German Takeover Code or as otherwise approved by the Executive Office of the    
Takeover Commission, (b) the close of business (Central European time) on the   
day on which Daimler-Benz and DaimlerChrysler AG have publicly announced that   
all of the conditions to the consummation of the Daimler-Benz Exchange Offer    
shall have been satisfied or that they have been duly waived (or, if later, a   
date that is five business days following the Daimler-Benz Exchange Offer       
Initial Expiration Date, if either Chrysler or Daimler-Benz shall have requested
DaimlerChrysler AG to extend the Daimler-Benz Exchange Offer to such date), and 
(c) such time as the Combination Agreement is terminated as provided under "The 
Combination Agreement--Termination." However, it is the current intention of    
Daimler-Benz and Chrysler to extend the Daimler-Benz Exchange Offer until all   
conditions have been satisfied or waived. During any such extension, all        
Daimler-Benz Ordinary Shares and Daimler-Benz ADSs previously tendered and not  
withdrawn will remain subject to the Daimler-Benz Exchange Offer, subject to the
right of a tendering holder to withdraw such Daimler-Benz Ordinary Shares or    
Daimler-Benz ADSs, as the case may be. See "--Withdrawal Rights."               

    Any such extension, termination or amendment will be followed as promptly as
practicable by public announcement thereof, such announcement in the case of an 
extension to be issued no later than 9:00 A.M., New York City time, on the next 
business day after the previously scheduled Daimler-Benz Exchange Offer         
Expiration Date. Subject to applicable law (including Rules 14d-4(c) and        
14d-6(d) under the Exchange Act, which require that any material change in the  
information published, sent or given to holders in connection with the          
Daimler-Benz Exchange Offer be promptly disseminated to holders in a manner     
reasonably designed to inform holders of such change) and without limiting the  
manner in which DaimlerChrysler AG may choose to make any public announcement,  
DaimlerChrysler AG shall have no obligation to publish, advertise or otherwise  
communicate any such public announcement other than by making a release to the  
Dow Jones News Service in the United States and in the Federal Gazette          
(BUNDESANZEIGER), the FRANKFURTER ALLGEMEINE ZEITUNG and BORSENZEITUNG          
newspapers in Germany.                                                          

If DaimlerChrysler AG makes a material change in the terms of the       
Daimler-Benz Exchange Offer or the information concerning the Daimler-Benz      
Exchange Offer, or if it waives a material condition of the Daimler-Benz        
Exchange Offer, DaimlerChrysler AG will extend the Daimler-Benz Exchange Offer  
to the extent required under the Exchange Act. Subject to the terms of the      
Combination Agreement, if, prior to the Daimler-Benz Exchange Offer Expiration  
Date, DaimlerChrysler AG should decide to decrease the number of Daimler-Benz   
Ordinary Shares and Daimler-Benz ADSs being sought or to increase or decrease   
the consideration offered to holders of Daimler-Benz Ordinary Shares and        
Daimler-Benz ADSs, such decrease in the number of Daimler-Benz Ordinary Shares  
and Daimler-Benz ADSs being sought or such increase or decrease in the          
consideration being offered will be applicable to all holders whose Daimler-Benz
Ordinary Shares or Daimler-Benz ADSs are accepted for exchange pursuant to the  
Daimler-Benz Exchange Offer and, if at the time notice of any such decrease in  
the number of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs being sought or
such                                                                            

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increase or decrease in the consideration being offered is first published, sent
or given to holders of Daimler-Benz Ordinary Shares and Daimler-Benz ADSs, the  
Daimler-Benz Exchange Offer is scheduled to expire at any time earlier than the 
tenth business day from and including the date that such notice is first so     
published, sent or given, the Daimler-Benz Exchange Offer will be extended at   
least until the expiration of such ten business-day period. Accordingly, if the 
Minimum Condition is satisfied and the tendering Daimler-Benz security holders  
will receive 1.005 DaimlerChrysler Ordinary Shares for each Daimler-Benz        
Ordinary Share or Daimler-Benz ADS rather than 1.000 DaimlerChrysler Ordinary   
Share, Daimler-Benz will issue the requisite press release and ensure that the  
Daimler-Benz Exchange Offer remains open for 10 business days from and including
the issuance of such press release. Moreover, in the event the Minimum Condition
is not satisfied and is reduced to the 80% Minimum, the Daimler-Benz Exchange   
Offer will remain open for at least five business days from the date the        
Daimler-Benz securityholders are notified of such change. For purposes of the   
Daimler-Benz Exchange Offer, a "business day" means any day other than a        
Saturday, Sunday or federal holiday in the United States and consists of the    
time period from 12:01 A.M. though 12:00 Midnight, New York City time.          

Certain Conditions of the Daimler-Benz Exchange Offer                           

DaimlerChrysler AG will not accept for payment any Daimler-Benz Ordinary
Shares or Daimler-Benz ADSs tendered pursuant to the Daimler-Benz Exchange Offer
unless the Minimum Condition (or the 80% Minimum) shall have been satisfied.    
Notwithstanding any other provision of the Daimler-Benz Exchange Offer and      
subject to the terms of the Combination Agreement, DaimlerChrysler AG shall not 
be required to accept for exchange or exchange, subject to the applicable rules 
of the Commission, including Rules 13e-4(f)(5) and 14e-1(c), any Daimler-Benz   
Ordinary Shares or Daimler-Benz ADSs, may postpone the acceptance for exchange  
of, or exchange for, tendered Daimler-Benz Ordinary Shares or Daimler-Benz ADSs,
and may, in its reasonable discretion, terminate or amend the Daimler-Benz      
Exchange Offer as to any Daimler-Benz Ordinary Shares or Daimler-Benz ADSs not  
then exchanged for if, at the Daimler-Benz Exchange Offer Expiration Date:      

   (i) any applicable waiting period under the HSR Act relating to the
transactions contemplated by the Combination Agreement shall not have   
expired or been terminated (which periods were terminated as of July 30,
 1998) or the requisite approval, authorization or consent required by the
Commission of the European Union shall not have been obtained (which    
approval was granted on July 22, 1998);                                 

     (ii) the Registration Statement shall not have become effective, or a
   stop order suspending the effectiveness of the Registration Statement shall
   have been issued or a proceeding for that purpose shall have been initiated
by the Commission;                                                      

      (iii) the DaimlerChrysler Ordinary Shares shall not have been approved
for listing on both the NYSE and the FSE;                               

        (iv) all consents, approvals and actions of, filings with and notices to
  any Governmental Entity (as defined in the Combination Agreement) required
   of Chrysler and Daimler-Benz to consummate the transactions contemplated by
 the Combination Agreement the failure of which to be obtained or taken is
reasonably likely to have a Material Adverse Effect (as defined in the  
    Combination Agreement) on DaimlerChrysler AG shall not have been obtained or
made;                                                                   

(v) a judgment, order, decree, statute, law, ordinance, rule or 
regulation, entered, enacted, promulgated, enforced or issued by any    
 Governmental Entity shall be in effect (a) preventing the consummation of
the Daimler-Benz Exchange Offer, the Chrysler Merger, the U.S. Share    
 Exchange or the Daimler-Benz Merger, or (b) which otherwise is reasonably
likely to have a Material Adverse Effect on Chrysler or Daimler-Benz;   

  (vi) each of Chrysler and Daimler-Benz shall not have received the
  accountants' letters contemplated by the Combination Agreement (unless the
Minimum Condition has been changed to the 80% Minimum); or              

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  (vii) the Chrysler Stock Issuance shall not have been completed in
   accordance with the Combination Agreement (unless the Minimum Condition has
been changed to the 80% Minimum).                                       

   The foregoing conditions are for the sole benefit of DaimlerChrysler AG and
may be asserted by DaimlerChrysler AG regardless of the circumstances giving    
rise to any such conditions (including any action or inaction by DaimlerChrysler
AG) or may be waived by DaimlerChrysler AG in whole or in part (other than the  
Minimum Condition). The determination as to whether any condition has been      
satisfied shall be in the reasonable judgment of DaimlerChrysler AG and will be 
final and binding on the holders of Daimler-Benz Ordinary Shares and            
Daimler-Benz ADSs. The failure by DaimlerChrysler AG at any time to exercise any
of the foregoing rights shall not be deemed a waiver of any such right, the     
waiver of any such right with respect to particular facts and circumstances     
shall not be deemed a waiver with respect to any other facts and circumstances  
and each such right shall be deemed a continuing right which may be asserted at 
any time and from time to time.                                                 

Fees and Expenses                                                               

Except as set forth below, DaimlerChrysler AG will not pay any fees or  
commissions to any broker or other person soliciting tenders of Daimler-Benz    
Ordinary Shares and Daimler-Benz ADSs pursuant to the Daimler-Benz Exchange     
Offer.                                                                          

 Goldman, Sachs & Co., Credit Suisse First Boston Corporation and Deutsche
Bank Securities are acting as Dealer Managers in the United States in connection
with the Daimler-Benz Exchange Offer and have provided certain financial        
advisory services in connection with the Transactions. In addition, Goldman,    
Sachs & Co. oHG, an affiliate of Goldman, Sachs & Co., which has also provided  
certain financial advisory services in connection with the Transactions,        
Deutsche Bank AG, and Credit Suisse First Boston Corporation are acting as      
dealer managers outside the United States in connection with the Daimler-Benz   
Exchange Offer. [Discussion of compensation to come].                           

  DaimlerChrysler AG has also retained [Name of Information Agent] to act as
Information Agent in connection with the Daimler-Benz Exchange Offer. The       
Information Agent may contact holders of Daimler-Benz Ordinary Shares or        
Daimler-Benz ADSs by mail, telephone, telex, telegraph and personal interviews  
and may request brokers, dealers and other nominee stockholders to forward the  
Daimler-Benz Exchange Offer Materials to owners of Daimler-Benz Ordinary Shares 
or Daimler-Benz ADSs. The Information Agent will receive a fee estimated not to 
exceed $[          ] for such services, plus reimbursement of out-of-pocket     
expenses. DaimlerChrysler AG will indemnify the Information Agent against       
certain liabilities and expenses in connection with the Daimler-Benz Exchange   
Offer, including liabilities under federal securities laws.                     

DaimlerChrysler AG will pay the Exchange Agent reasonable and customary 
compensation for its services in connection with the Daimler-Benz Exchange      
Offer, plus reimbursement for out-of-pocket expenses, and will indemnify the    
Exchange Agent against certain liabilities and expenses in connection therewith,
including liabilities under the federal securities laws. Brokers, dealers,      
commercial banks and trust companies will be reimbursed by DaimlerChrysler AG   
for customary mailing and handling expenses incurred by them in forwarding      
material to their customers.                                                    

Miscellaneous                                                                   

 The Daimler-Benz Exchange Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Daimler-Benz Ordinary Shares and      
Daimler-Benz ADSs in any jurisdiction in which the making of the Daimler-Benz   
Exchange Offer or the acceptance thereof would not be in compliance with the    
laws of such jurisdiction. DaimlerChrysler AG is not aware of any jurisdiction  
where the making of the Daimler-Benz Exchange Offer or the acceptance thereof   
would not be in compliance with applicable law. If DaimlerChrysler AG becomes   
aware of any jurisdiction where the making of the Daimler-Benz Exchange Offer or
the acceptance thereof would not be in compliance with any valid applicable law,
DaimlerChrysler AG will make a good faith effort to comply with such law. If,   
after such good faith effort, DaimlerChrysler AG cannot comply with such        

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law, the Daimler-Benz Exchange Offer will not be made to, nor will tenders be   
accepted from or on behalf of, holders of Daimler-Benz Ordinary Shares and      
Daimler-Benz ADSs in any such jurisdiction.                                     

 For a discussion of certain tax consequences of the Daimler-Benz Exchange
Offer to U.S. Holders and of holding DaimlerChrysler Ordinary Shares, see "The  
Transactions--Certain Tax Consequences."                                        

  Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, certificates for         
Daimler-Benz ADSs and Daimler-Benz Ordinary Shares and any other required       
documents should be sent or delivered by each holder of Daimler-Benz Ordinary   
Shares and Daimler-Benz ADSs or such holder's broker, dealer, commercial bank,  
trust company or other nominee to the Exchange Agent as follows:                

The Exchange Agent for the Daimler-Benz Exchange Offer is:

THE BANK OF NEW YORK

BY MAIL:                                      BY HAND OR OVERNIGHT DELIVERY:    

    Any questions and requests for assistance may be directed to the Information
Agent or the Dealer Managers at their respective telephone numbers and addresses
listed below. Additional copies of this Offering Circular-Prospectus, the Letter
of Transmittal and the Notice of Guaranteed Delivery may also be obtained from  
the Information Agent. You may also contact your broker, dealer, commercial bank
or trust company for assistance concerning the Daimler-Benz Exchange Offer.     

The Information Agent for the Daimler-Benz Exchange Offer is: 

The Dealer Managers for the Daimler-Benz Exchange Offer are:

                                                                [Download Table]

                                                                          
GOLDMAN, SACHS & CO.          CREDIT SUISSE FIRST BOSTON  DEUTSCHE BANK AG
  85 Broad Street               Eleven Madison Avenue                     
  New York, New York 10004      New York, New York 10005                  
  (212) 902-1000 (Call          (212) 325-xxxx                            
  Collect)                      (800) xxx-xxxx                            
  (800) 323-5678 (Toll Free)                                              

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.                             

Members of the DaimlerChrysler Supervisory Board and the DaimlerChrysler
Management Board and officers of DaimlerChrysler AG will be covered by customary
liability insurance, including insurance against liabilities under the          
Securities Act.                                                                 

Item 21. Exhibits and Financial Statements Schedules.                           

                                                        [Enlarge/Download Table]

Exhibit Number                                         Description of Documents                                     
-----------------  -------------------------------------------------------------------------------------------------
                                                                                                                    

          2.1      Business Combination Agreement, dated as of May 7, 1998, among Chrysler, Daimler-Benz and        
                   DaimlerChrysler AG (Included as Annex A to the Proxy Statement/Prospectus).**                    

          3.1      English Translation of Memorandum and Articles of Association (SATZUNG) of DaimlerChrysler AG    
                   (Included as Annex D to the Proxy Statement/Prospectus).                                         

          4.1      Specimen Certificate of DaimlerChrysler Ordinary Shares (Bilingual German and English).*         

          5.1      Opinion of the legal department of Daimler-Benz as to the validity of the DaimlerChrysler        
                   Ordinary Shares.                                                                                 

          8.1      Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to certain tax matters.                   

          8.2      Opinion of Debevoise & Plimpton as to certain tax matters.                                       

         10.1      Stockholder Agreement, dated as of May 7, 1998, among Chrysler, Daimler-Benz, Tracinda and Kirk  
                   Kerkorian (Incorporated by reference to Chrysler's Current Report on Form 8-K dated May 7, 1998).

         11.1      Computation of Pro forma Combined Earnings (loss) Per Share.                                     

         23.1      Consent of the legal department of Daimler-Benz (to be included in Exhibit 5.1).                 

         23.2      Consent of Skadden, Arps, Slate, Meagher & Flom LLP (to be included in Exhibit 8.1).             

         23.3      Consent of Debevoise & Plimpton (to be included in Exhibit 8.2).                                 

         23.4      Consent of KPMG Deutsche Treuhand-Gesellschaft AG.                                               

         23.5      Consent of Deloitte & Touche LLP.                                                                

         23.6      Letter from Deloitte & Touche LLP regarding unaudited interim financial information.             

         23.7      Consent of Credit Suisse First Boston Corporation.                                               

         23.8      Consent of Goldman, Sachs & Co. oHG                                                              

         24.1      Powers of Attorney (included on signature pages).                                                

         99.1      Opinion of Credit Suisse First Boston Corporation (Included as Annex B to the Proxy              
                   Statement/Prospectus).                                                                           

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                                                        [Enlarge/Download Table]

Exhibit Number                                         Description of Documents                                     
-----------------  -------------------------------------------------------------------------------------------------
                                                                                                                    
         99.2      Opinion of Goldman, Sachs & Co. oHG (Included as Annex C to the Proxy Statement/ Prospectus).    

         99.3      Certificate of Incorporation of Chrysler, as amended and restated and in effect on May 21, 1987  
                   (Incorporated by reference to Chrysler's Annual Report on Form 10-K for the fiscal year ended    
                   December 31, 1994).                                                                              

         99.4      Certificate of Amendment of Certificate of Incorporation of Chrysler, dated May 19, 1994, as in  
                   effect on May 20, 1994 (Incorporated by reference to Chrysler's Annual Report on Form 10-K for   
                   the fiscal year ended December 31, 1994).                                                        

         99.5      By-Laws of Chrysler, as amended as of February 8, 1996 (Incorporated by reference to Chrysler's  
                   Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1996).                    

         99.6      Form of Proxy for the Chrysler Special Meeting.                                                  

------------------------                                                        

*  To be filed by amendment.                                                    

** Schedules to the Combination Agreement have been omitted in accordance with  
    Item 601(b)(2) of Regulation S-K and a summary of such schedules is provided
   in lieu thereof. The registrant undertakes to furnish supplementally to the
   Commission copies of any omitted schedule on the request of the Commission.

Item 22. Undertakings                                                           

The undersigned registrant hereby undertakes:                           

   (a) (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:                      

 (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;                                                 

       (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent        
  post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the      
registration statement;                                                 

     (iii) to include any material information with respect to the plan of
  distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;      

   (2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new     
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof;                                                          

  (3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;                                                                       

(4) to file a post-effective amendment to the registration statement to 
include any financial statements required by Rule 3-19 of Regulation S-X under  
the Securities Act of 1933 at the start of any delayed offering or throughout a 
continuous offering;                                                            

    (b) that, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13   
(a) or 15 (d) of the Securities Exchange Act of 1934 (and, where applicable,    
each filing of an employee benefit plan's annual report pursuant to Section 15  
(d) of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be                                             

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deemed to be a new registration statement relating to the securities offered    
therein, and the offering of such securities at that time shall be deemed to be 
initial BONA FIDE offering thereof;                                             

(c) (1) that prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration      
statement, by any person or party who is deemed to be an underwriter within the 
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus   
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form;           

(2) every prospectus: (i) that is filed pursuant to paragraph (1)       
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an offering of securities    
subject to Rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for 
purposes of determining any liability under the Securities Act of 1933, each    
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering as such securities 
at that time shall be deemed to be the initial bona fide offering thereof;      

   (d) insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of  
the registrant pursuant to the foregoing provisions, or otherwise, the          
registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the    
Securities Act and is, therefore, unenforceable. In the event that a claim for  
indemnification against such liabilities (other than the payment by the         
registrant of expenses incurred or paid by a director, officer or controlling   
person of the registrant in the successful defense of any action, suit or       
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such         
indemnification by it is against public policy as expressed in the Securities   
Act and will be governed by the final adjudication of such issue;               

(e) (1) to respond to requests for information that is incorporated by  
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form
F-4, within one business day of receipt of such request, and to send the        
incorporated documents by first class mail or other equally prompt means, and   
(2) to arrange or provide for a facility in the United States for the purpose of
responding to such requests; and                                                

(f) to supply by means of a post-effective amendment all information    
concerning a transaction and the company being acquired involved therein, that  
was not the subject of and included in the registration statement when it became
effective.                                                                      

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SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the   
undersigned, thereunto duly authorized, in Stuttgart, Germany on the 6th day of 
August, 1998.                                                                   

                                                        [Enlarge/Download Table]
                                                                                              
DAIMLER-BENZ AKTIENGESELLSCHAFT                 DAIMLERCHRYSLER AG                            

By:            /s/ JURGEN E. SCHREMPP           By:          /s/ DR. THOMAS SONNENBERG        
      ----------------------------------------        ----------------------------------------
                 Jurgen E. Schrempp                      Member of the Board of Management    
        Chairman of the Board of Management                                                   
              Chief Executive Officer                                                         

By:              /s/ MANFRED GENTZ                                                            
      ----------------------------------------                                                
                   Manfred Gentz                                                              
         Member of the Board of Management                                                    
              Chief Financial Officer                                                         

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DAIMLER-BENZ AKTIENGESELLSCHAFT 
POWER OF ATTORNEY 

Each person whose signature appears below constitutes and appoints and  
hereby authorizes any two of the following persons acting jointly: Jurgen E.    
Schrempp, Manfred Gentz and Eckhard Cordes, and each of them as such person's   
true and lawful attorneys-in-fact, for such person and in his name, place and   
stead, to sign any and all amendments (including post-effective amendments) to  
this Registration Statement and to cause the same to be filed with the          
Securities and Exchange Commission, hereby granting to said attorneys-in-fact   
full power and authority to do and perform each and every act and thing         
whatsoever requisite or desirable to be done in and about the premises as fully 
to all intents and purposes as the undersigned might or could do in person,     
hereby ratifying and confirming all acts and things that said attorneys-in-fact 
may do or cause to be done by virtue of these presents.                         

Pursuant to the requirements of the Securities Act of 1933, this        
Registration Statement has been signed below by the following persons in the    
capacities indicated, on the 6th day of August, 1998.                           

Signature                        Title                      
------------------------------  ---------------------------                     
/s/ JURGEN E. SCHREMPP      Chairman of the Board of                    
------------------------------    Management                                    
Jurgen E. Schrempp          (Chief Executive Officer)               

/s/ DR. MANFRED BISCHOFF     Member of the Board of                       
------------------------------    Management                                    
Dr. Manfred Bischoff                                                  

/s/ DR. ECKHARD CORDES      Member of the Board of                      
------------------------------    Management                                    
Dr. Eckhard Cordes                                                  

/s/ DR. MANFRED GENTZ       Member of the Board of                      
------------------------------    Management                                    
Dr. Manfred Gentz           (Chief Financial Officer)               

/s/ JURGEN HUBBERT        Member of the Board of                    
------------------------------    Management                                    
Jurgen Hubbert                                                  

/s/ DR. KURT J. LAUK       Member of the Board of                     
------------------------------    Management                                    
Dr. Kurt J. Lauk                                                  

/s/ DR. KLAUS MANGOLD       Member of the Board of                      
------------------------------    Management                                    
Dr. Klaus Mangold                                                   

/s/ HEINER TROPITZSCH       Member of the Board of                      
------------------------------    Management                                    
Heiner Tropitzsch                                                   

/s/ KLAUS-DIETER VOHRINGER    Member of the Board of                        
------------------------------    Management                                    
Klaus-Dieter Vohringer                                                  

/s/ DR. DIETER ZETSCHE      Member of the Board of                      
------------------------------    Management                                    
Dr. Dieter Zetsche                                                  

/s/ DR. HANS-GEORG BRUNS     Principal Accounting                         
------------------------------    Officer                                       
Dr. Hans-Georg Bruns                                                  

REPRESENTATIVE OF         Authorized Representative                 
DAIMLERCHRYSLER AG AND        in the United States                      
DAIMLER-BENZ                                                  
AKTIENGESELLSCHAFT                                                  

                                                                [Download Table]
                                                       
           /s/ TIMOTHEUS R. POHL                       
           --------------------------------------      
           Timotheus R. Pohl                           
By:        Authorized Signatory                        

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Exhibit Index 

                                                        [Enlarge/Download Table]

Exhibit Number                                         Description of Documents                                     
-----------------  -------------------------------------------------------------------------------------------------
                                                                                                                    

          2.1      Business Combination Agreement, dated as of May 7, 1998, among Chrysler, Daimler-Benz and        
                   DaimlerChrysler AG (Included as Annex A to the Proxy Statement/Prospectus).**                    

          3.1      English Translation of Memorandum and Articles of Association (SATZUNG) of DaimlerChrysler AG    
                   (Included as Annex D to the Proxy Statement/Prospectus).                                         

          4.1      Specimen Certificate of DaimlerChrysler Ordinary Shares (Bilingual German and English).*         

          5.1      Opinion of the legal department of Daimler-Benz as to the validity of the DaimlerChrysler        
                   Ordinary Shares.                                                                                 

          8.1      Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to certain tax matters.                   

          8.2      Opinion of Debevoise & Plimpton as to certain tax matters.                                       

         10.1      Stockholder Agreement, dated as of May 7, 1998, among Chrysler, Daimler-Benz, Tracinda and Kirk  
                   Kerkorian (Incorporated by reference to Chrysler's Current Report on Form 8-K dated May 7, 1998).

         11.1      Computation of Pro forma Combined Earnings (loss) Per Share.                                     

         23.1      Consent of the legal department of Daimler-Benz (to be included in Exhibit 5.1).                 

         23.2      Consent of Skadden, Arps, Slate, Meagher & Flom LLP (to be included in Exhibit 8.1).             

         23.3      Consent of Debevoise & Plimpton (to be included in Exhibit 8.2).                                 

         23.4      Consent of KPMG Deutsche Treuhand-Gesellschaft AG.                                               

         23.5      Consent of Deloitte & Touche LLP.                                                                

         23.6      Letter from Deloitte & Touche LLP regarding unaudited interim financial information.             

         23.7      Consent of Credit Suisse First Boston Corporation.                                               

         23.8      Consent of Goldman, Sachs & Co. oHG                                                              

         24.1      Powers of Attorney (included on signature pages).                                                

         99.1      Opinion of Credit Suisse First Boston Corporation (Included as Annex B to the Proxy              
                   Statement/Prospectus).                                                                           

         99.2      Opinion of Goldman, Sachs & Co. oHG (Included as Annex C to the Proxy Statement/ Prospectus).    

         99.3      Certificate of Incorporation of Chrysler, as amended and restated and in effect on May 21, 1987  
                   (Incorporated by reference to Chrysler's Annual Report on Form 10-K for the fiscal year ended    
                   December 31, 1994).                                                                              

         99.4      Certificate of Amendment of Certificate of Incorporation of Chrysler, dated May 19, 1994, as in  
                   effect on May 20, 1994 (Incorporated by reference to Chrysler's Annual Report on Form 10-K for   
                   the fiscal year ended December 31, 1994).                                                        

         99.5      By-Laws of Chrysler, as amended as of February 8, 1996 (Incorporated by reference to Chrysler's  
                   Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1996).                    

         99.6      Form of Proxy for the Chrysler Special Meeting.                                                  

------------------------                                                        

*  To be filed by amendment.                                                    

** Schedules to the Combination Agreement have been omitted in accordance with  
    Item 601(b)(2) of Regulation S-K and a summary of such schedules is provided
   in lieu thereof. The registrant undertakes to furnish supplementally to the
   Commission copies of any omitted schedule on the request of the Commission.