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Text of the Kerkorian lawsuit against DaimlerChrysler AG

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE TRACINDA CORPORATION, a Nevada corporation,
Plaintiff,

v.

DAIMLERCHRYSLER AG, a Federal Republic of Germany corporation; DAIMLER-BENZ AG, a Federal Republic of Germany corporation; JUERGEN SCHREMPP, a citizen of the Federal Republic of Germany; MANFRED GENTZ, a citizen of the Federal Republic of Germany; HILMAR KOPPER, a citizen of the Federal Republic of Germany;

Defendants.

)

COMPLAINT FOR FEDERAL

SECURITIES LAW VIOLATIONS,

COMMON LAW FRAUD AND

CONSPIRACY, COMPENSATORY

DAMAGES, PUNITIVE DAMAGES

AND RESCISSION

JURY TRIAL DEMANDED

NATURE OF THE ACTION

1. To close one of the largest
transactions in the history of the automotive
industry, defendants Daimler-Benz AG
("Daimler-Benz") and DaimlerChrysler
AG ("DaimlerChrysler") blatantly lied to all concerned
in a scheme masterminded by
defendant Juergen Schrempp, the
long-time chairman and chief executive officer of
Daimler-Benz, and implemented by the
companyís executive inner circle,
including defendants Manfred Gentz and Hilmar Kopper
(collectively, Messrs. Schrempp,
Gentz and Kopper shall be referred
to as the "Daimler Defendants"). Mr. Schrempp and his
companies lied to the United States
Securities and Exchange Commission
("SEC"), lied to Chrysler Corporationís ("Chrysler")
board of directors, lied to the investing
public and lied to Chryslerís single
largest shareholder, plaintiff Tracinda Corporation
("Tracinda").

2. Mr. Schrempp knew that Chryslerís
directors and shareholders would never approve a
transaction if he told the truth, namely,
that a foreign corporation sought to
acquire complete operating control of one of Americaís
"Big Three" auto manufacturers. So,
in a series of moves executed with a
chessmasterís precision, Mr. Schremmp set his plan in
motion. Initially, he told Chrysler
that Daimler-Benz contemplated a
true "merger of equals" in which Daimler-Benz and
Chrysler would operate as two equal
companies with Chryslerís management
continuing to run U.S. operations and having parity in
all respects to Daimler-Benzís
management with equal representation
on the management team of the combined companies. At
the same time, he approached
Kirk Kerkorian through Robert Eaton,
then Chryslerís chairman and chief executive officer.
Mr. Kerkorianís company,
Tracinda, owned approximately 13.75%
of Chryslerís common stock at the time. Knowing that
Chrysler and Wall Street would
look to Mr. Kerkorianís
recommendation before approving the merger, he also
promised Mr. Kerkorian that this transaction
would constitute a "merger of
equals," again representing that Daimler-Benz and
Chrysler would be run by their own
management constituencies, that
Chryslerís management would continue to run U. S.
operations, and that Mr. Eaton would be
Co-CEO for at least three years
following the merger.

3. Daimler-Benzís assurances formed
the foundation for Tracindaís decision to vote in
favor of the business combination
between Daimler-Benz and Chrysler
for two principal reasons. First, the value of the
stock which Tracinda and all Chrysler
shareholders would receive as part
of the merger depended on the continuing support of
Chryslerís management team which
had brought Chrysler back from
bankruptcy to an extremely profitable operation in
only a few short years. Second, the price or
exchange ratio for a "merger of
equals" was well below the price or "acquisition
premium" which would have been paid to all
shareholders of Chrysler, if the
transaction had been viewed by Wall Street as a
traditional takeover. Had Mr. Kerkorian known
the truth, Tracinda would never have
agreed to vote all of its shares for the merger.
Significantly, Chryslerís board would never
have approved the merger without
Tracindaís approval and the transaction would never
have closed.

4. Having secured the approval of
Chryslerís board of directors and Tracinda, Mr.
Schremmp, with the assistance of Messrs.
Gentz and Kopper, solicited all of
the public shareholders by causing Daimler-Benz and
DaimlerChrysler to prepare and file a
registration statement with the SEC
in August 1998 which repeated and reinforced all of
their earlier promises to Chrysler and
Tracinda. The strategy succeeded
because, at a meeting held in September 1998 in
Wilmington, Delaware, Chryslerís
stockholders approved the merger by
a wide margin and the transaction closed in November
1998.

Cheek Hairstyle Collar Chin Forehead
5. Unbeknownst to Tracinda,
defendants never intended the transaction to be a
merger of equals and never intended to have
Chrysler run as an independent and
co-equal operation. To the contrary, defendants always
intended to relegate Chrysler to the
status of a "division," always
intended to fire Chryslerís management and always
intended to replace them with executives from
their headquarters in Stuttgart.
This plan culminated on Friday, November 17, 2000,
when Mr. Schrempp fired James P. Holden
from his post as chief executive
officer of Chryslerís operation in North America, and
replaced Mr. Holden with Dieter Zetsche
and Wolfgang Bernhard, two of Mr.
Schremppís former lieutenants. All told, by
Thanksgiving, Mr. Schrempp had fired almost
all of Chryslerís top executives and
now feels free to exercise openly his control over the
combined companies. His cavalier
attitude toward the American
executives who believed his prior promises and the
welfare of Chryslerís employees has so
devastated the company that Mr.
Schrempp has been forced to apologize to over 400 of
Chryslerís managers to maintain order
and in an effort to prevent the
further downward spiral of DaimlerChryslerís stock
which has dropped approximately 18 % in
the last three weeks.

6. The Court does not need to look
too far for the proof behind Tracindaís claims,
because Mr. Schrempp already has admitted
to his fraudulent conduct and even
has explained his previously unspoken motivations. In
an interview with the Financial Times,
published on October 30, 2000, Mr.
Schrempp confessed that he lied because he knew that
Chryslerís management never would
have approved the transaction if
they were told that he planned to replace them with
former Daimler-Benz executives and
relegate Chrysler to a mere
"division" of DaimlerChrysler along with other
operations of pre-merger Daimler-Benz. Cynically
describing his strategy of
deception, Schrempp is quoted as saying:

"Me being a chess player, I donít normally talk about the second or third move. The structure we have now with Chrysler (as a standalone division) was always the structure I wanted. We had to go a roundabout way but it had to be done for psychological reasons. If I had gone and said Chrysler would be a division, everybody on their side would have said there is no way weíll do a deal. But itís precisely what I wanted to do. From the start structure, we have moved to what we
have today."
However, arrogance and deceit do not
constitute affirmative defenses under the federal
securities laws. Mr. Schrempp denied
Chryslerís shareholders their right
to vote on the merger and denied them their rightful
acquisition premium, and he now must be
forced to pay for the damage which
he caused and to relinquish control of the company
which he stole.

7. To provide a meaningful remedy,
Tracinda asks the Court to award actual damages which
include the acquisition premium
that defendantsí misrepresentations
concerning a "merger of equals" denied Tracinda, under
Section 10(b) of the Securities
Exchange Act of 1934; to award
"rescissory" damages which represent the difference
between the value of the common stock
of Chrysler that Tracinda exchanged
in the merger and the present value of the stock that
Tracinda now owns in
DaimlerChrysler, under Sections 11
and 12(a)(2) of the Securities Act of 1933; to award
compensatory and punitive damages in
an amount sufficient to punish and
make an example of defendants for lying to all of
Chryslerís shareholders, and the investing
public at large, under common law
fraud and conspiracy; and to unwind the transaction in
order to allow Chrysler once again to
exist as an independent corporation
owned by Chryslerís shareholders, and to return all
value, including distributions, which
DaimlerChrysler caused Chrysler to
transfer since the merger, under Section 14(a) of the
Securities Exchange Act of 1934.

JURISDICTION

8. Tracinda asserts claims under
Section 10(b) of the Securities Exchange Act of 1934
(the "Exchange Act"), 15 U.S.C. ß
78j(b), and Rule 10b-5 promulgated
thereunder, 17 C.F.R. ß 240.10b-5; Section 20(a) of
the Exchange Act, 15 U.S.C. ß
78t(a); Section 14(a) of the
Exchange Act, 15 U.S.C. ß 78n(a) and Rule 14a-9
promulgated thereunder; 17 C.F.R. ß
240.14a-9; Sections 11, 12(a)(2) and
15 of the Securities Act of 1933 (the "Securities
Act"), 15 U.S.C. ßß 77k, 77l(a)(2) &
77o; and for common law fraud and
conspiracy. This Court has jurisdiction over this
action pursuant to Section 27 of the
Exchange Act, 15 U.S.C. ß 78aa;
Section 22 of the Securities Act, 15 U.S.C. ß 77v; 28
U.S.C. ß 1331; and the doctrine of
supplemental jurisdiction, 18 U.S.C.
ß 1367. Additionally, the Court has jurisdiction over
this action pursuant to 28 U.S.C. ß
1332(a)(2), because the amount in
controversy exceeds the sum of $75,000, exclusive of
interest and costs, and is between a
citizen of a State and citizens of a
foreign state.

VENUE

9. Venue is proper in this judicial
district pursuant to the terms of a certain
stockholder agreement, dated as of May 7, 1998 (the
"Stockholder Agreement"), between
and among Daimler-Benz, Chrysler and Tracinda, which
provides in pertinent part that
Daimler-Benz, Chrysler and Tracinda
consent "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
Agreement or any of the transactions
contemplated by this Agreement" and
agreed that they would "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 . . . ." The Stockholder
Agreement also provides for the application of the
laws of the State of Delaware: "[t]his
Agreement shall be governed by and
construed in accordance with the laws of the State of
Delaware without regard to the
principles of conflicts of law
thereof." Additionally, venue is proper in this
judicial district pursuant to Section 27 of the
Exchange
Act, 15 U.S.C. ß 78aa, and 28 U.S.C.
ß 1391(b), because the transactions which gave rise to
this action occurred in substantial
part in the District of Delaware,
and defendants conduct or transact business in the
District of Delaware.

PARTIES AND OTHER CONCERNED PERSONS

10.
Chrysler was a corporation organized
and existing under the laws of the State of Delaware,
with its principal executive offices
located at 1000 Chrysler Drive,
Auburn Hills, Michigan. Until November 17, 1998,
Chrysler was the issuer of common stock
trading on the New York Stock
Exchange under the trading symbol "C."

11. Tracinda is a corporation
organized and existing under the laws of the State of
Nevada, with its principal place of business
located in Beverly Hills,
California. Prior to the merger, Tracinda was
Chryslerís largest shareholder. Kirk Kerkorian is and
at
all times relevant hereto has been
the chairman, chief executive officer and sole
shareholder of Tracinda. Mr. Kerkorian is a
citizen of the State of California.

12. Daimler-Benz was a stock
corporation organized and existing under the laws of
the Federal Republic of Germany, with its
principal place of business located
at Epplestrasse 225, Stuttgart, Germany. Until
November 17, 1998, Daimler-Benz was the
issuer of American Depository Shares
of stock trading on the New York Stock Exchange under
the trading symbol "DAI," as
well as of common stock trading on
the Frankfurt Stock Exchange.

13. DaimlerChrysler is and was at
all relevant times a stock corporation organized and
existing under the laws of the Federal
Republic of Germany, with its
headquarters located at Epplestrasse 225, Stuttgart,
Germany. DaimlerChrysler is the issuer of
common stock which is presently
traded on the New York Stock Exchange under the
trading symbol "DCX," as well as on
various other stock exchanges
throughout the United States and the world.
DaimlerChrysler is the successor-in-interest to all
duties, obligations and liabilities
of Daimler-Benz.

14.
Juergen Schrempp is a citizen of the
Federal Republic of Germany. Since November 17, 1998,
Mr. Schrempp has been the
"co-chairman" and "co-chief
executive officer" of DaimlerChrysler. At all times
relevant before the merger, Mr. Schrempp was
the chairman and chief executive
officer of Daimler-Benz. Mr. Schrempp signed the
registration statement with regard to the
shares of DaimlerChrysler common
stock issued to Chryslerís stockholders in accordance
with the terms of the merger.

15. Manfred Gentz is a citizen of
the Federal Republic of Germany. Tracinda is further
informed and believes and on that basis
alleges herein that Mr. Gentz has
been a member of the DaimlerChrysler Management Board
since the merger. At all times
relevant, Mr. Gentz served as
Daimler-Benzís chief financial officer and as a member
of Daimler-Benzís Management Board.
Mr. Gentz signed the registration
statement with regard to the shares of DaimlerChrysler
common stock issued to Chryslerís
stockholders in accordance with the
terms of the merger.

16. Hilmar Kopper is a citizen of
the Federal Republic of Germany. Tracinda is further
informed and believes and on that basis
alleges herein that Mr. Kopper is
chairman of the DaimlerChrysler Supervisory Board and
has been a member thereof since the
merger. Mr. Kopper is also Chairman
of the Supervisory Board and a member of the
Supervisory Boardís Presiding Committee
of Deutsche Bank, which was the
largest shareholder of Daimler-Benz before the merger.
Tracinda is informed and believes
and on that basis alleges herein
that Mr. Kopper served as one of Mr. Schremppís close
personal advisors and played an
instrumental role with regard to the
negotiation and structuring of the merger. Tracinda is
further informed and believes and on
that basis alleges herein that Mr.
Kopper was involved directly or indirectly in all of
Daimler-Benzís material decisions regarding
the merger. In this regard, on May
6, 1998, Mr. Kopper and Mr. Schrempp met with Mr.
Eaton at Deutsche Bankís
headquarters in Frankfurt, Germany
to review the terms of the merger one last time before
the transaction was publicly
announced.

COMMON FACTUAL ALLEGATIONS

(Daimler-Benz and Mr. Schrempp Make Misrepresentations
to
Tracinda Through Chrysler)

17. In or about mid-January 1998,
Mr. Schrempp approached Robert Eaton, then-chairman
and chief executive officer of
Chrysler, while Mr. Schrempp was
attending the Detroit International Auto Show and
suggested that Chrysler consider the
possibility of a business
combination with Daimler-Benz. After this initial
discussion with Mr. Schrempp, on or about February 2,
1998, Mr. Eaton met personally with
Kirk Kerkorian, the sole stockholder of Tracinda which
held at that time approximately
13.75% of Chryslerís common stock,
to discuss his conversation with Schrempp.

18. On or about February 12, 1998,
Mr. Eaton and Mr. Schrempp spoke again. During this
conversation, Mr. Eaton made clear
and Mr. Schrempp agreed that any
business combination between Daimler-Benz and Chrysler
would be an equal union of two
powerful corporations and their
respective constituencies, rather than an acquisition
of one corporation by the other. In that
regard, Mr. Schrempp stated to Mr.
Eaton that, should a business combination between
Daimler-Benz and Chrysler be
effectuated, Chryslerís management
would continue to run U. S. operations, the management
team in place at Daimler-Benz
would jointly manage the combined
entity on a worldwide basis, and appropriate internal
structures would be implemented to
create and maintain a management
system consistent with a "merger of equals" between
the two companies. Mr. Eaton
expressed his interest in Mr.
Schremppís proposal, said that he would discuss the
proposal in confidence with other Chrysler
executives and other interested
persons, including significant stockholders in
Chrysler, and that Chrysler would get back in touch
with Mr. Schrempp and Daimler-Benz
to continue discussions, if appropriate. Mr. Schrempp
told Mr. Eaton that he hoped
further and more detailed
discussions of the proposed "merger of equals" would
occur in the near future. Following this
conversation, on or about February
20, 1998, Mr. Eaton spoke again with Mr. Kerkorian and
emphasized to Mr. Kerkorian, as
Mr. Schrempp had emphasized to him,
that the proposed business combination would be a
"merger of equals" between Chrysler
and Daimler-Benz, and that existing
Chrysler management would team up with existing
Daimler-Benz management to run the
combined new company equally on a
worldwide basis.

Mr. Kerkorian and Mr. Eaton agreed
that Mr. Schremppís proposal of a "merger of equals"
between Chrysler and
Daimler-Benz was extremely
interesting and potentially could create a great
business opportunity for Chrysler and its
stockholders.

19. Over the course of February,
March and April 1998, Mr. Eaton, other Chrysler senior
executives, and their legal and
investment banking advisors met on
numerous occasions with Mr. Schrempp, other
Daimler-Benz senior executives, and their
legal and investment banking
advisors, to continue and refine in greater detail
potential plans for a "merger of equals" between
Chrysler and Daimler-Benz. During
that same time period, Mr. Eaton had several
discussions by telephone and in person with
Mr. Kerkorian during which he
apprised Mr. Kerkorian of the progress of the ongoing
discussions between Chrysler and
Daimler-Benz. Mr. Eaton reported to
Mr. Kerkorian that Mr. Schrempp had repeatedly assured
him throughout the negotiations
that the proposed combination
between Chrysler and Daimler-Benz would be a "merger
of equals" with a joint post-merger
management structure that would
reflect and preserve that "equality." During the last
of these discussions with Mr. Kerkorian,
on or about April 6, 1998, Mr. Eaton
advised Mr. Kerkorian that a detailed proposal for
effectuating the "merger of equals"
would be presented to the Chrysler
board of directors for formal review in early May
1998. Mr. Eaton provided the details of his
conversations with Mr. Schrempp to
Tracinda with Mr. Schremppís knowledge and consent.
Indeed, Mr. Schrempp insisted on
keeping Mr. Kerkorian fully apprised
because he knew a business combination between
Daimler-Benz and Chrysler could be
accomplished only with Tracindaís
approval.

20. On May 6, 1998, Daimler-Benz,
Chrysler and DaimlerChrysler executed an Amended and
Restated Business Combination
Agreement (the "BCA") which detailed
the manner in which Daimler-Benz and Chrysler would
"combine their respective
businesses, stockholder groups,
managements and other constituencies in a merger of
equals transaction . . . ."

The entirety of Article IV of the
BCA is devoted to "DaimlerChrysler governance after
the effective time" [of the merger], the
pertinent written provisions of
which read as follows:

(a) "Daimler-Benz, Chrysler and DaimlerChrysler AG agree that . . . DaimlerChrysler AG shall have a corporate governance structure reflecting that the transactions contemplated herein are a merger
of equals." ('4.1, preamble).

(b) The establishment of a "DaimlerChrysler AG Supervisory Board" which "shall be composed of twelve members representing the shareholders, six of whom shall have been recommended . . . by Daimler-Benz and
six of whom shall have been
recommended . . . by Chrysler. . . ." ('4.1(b)).

(c)
The establishment of a "DaimlerChrysler AG Management
Board" which "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. . . ."

('4.1(c)).

(d) "For three years following the [merger], Juergen E. Schrempp and Robert J. Eaton shall be Co-CEOs and Co-Chairmen . . . of the Management Board . . . of DaimlerChrysler AG and members of the Office
of the
Chairmen of DaimlerChrysler AG." ('4.1(d).

(e) The establishment of an "Integration Committee" which "shall consist of the co-chairmen of the Management Board of DaimlerChrysler AG. . . and 12 or more members . . . , 50% of which shall be designated by Chrysler
and 50% of which shall be designated
by Daimler-Benz." ('4.2).

(f) The establishment of "two operational headquarters: one located at the current headquarters of Daimler-Benz, and one located at the current
headquarters of Chrysler." ('4.3).

21. One day later, on May 7, 1998,
Daimler-Benz, Chrysler and Tracinda executed a
Stockholder Agreement pursuant to which
Tracinda agreed to vote all of its
Chrysler common stock in favor of the merger between
the two companies as recommended
by the Chrysler board of directors.
But for Daimler-Benzís representation that the
transaction was a merger of equals, Tracinda
would not have executed the
Stockholder Agreement. Further, Chryslerís directors
considered Tracindaís support of the merger
and agreement to vote all of its
Chrysler shares in favor of the merger to be a
material factor in their own decision to endorse
the transaction. (Proxy
Statement/Prospectus, at 52.)

(The Registration
Statement and Proxy Statement/Prospectus Contain False
Statements)

22. On or about August 6, 1998,
Daimler-Benz, DaimlerChrysler and the Daimler
Defendants caused to be filed with the SEC a
registration statement under the
Securities Act of 1933 on Form F-4 listing the
registrant as "DAIMLERCHRYSLER AG as
successor corporation to
DAIMLER-BENZ AKTIENGESELLSCHAFT." The registration
statement contained a proxy
statement and prospectus
(collectively, the registration statement, proxy
statement and prospectus shall be referred to as the
"Proxy Statement/Prospectus") which,
according to its terms, was being furnished to holders
of shares of common stock in
Chrysler, relating to the offering
and issuance of "Ordinary Shares, no par value" by
DaimlerChrysler, as part of a series of
transactions "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."
(Proxy Statement/Prospectus, at 1.)

23. The Proxy Statement/Prospectus
stated that a special meeting of the stockholders of
Chrysler would be held in Wilmington,
Delaware on September 18, 1998 to
consider and vote upon a proposal to approve the
aforementioned business combination
involving Chrysler and Daimler-Benz
(the "Chrysler-Daimler-Benz Merger"), which if
consummated would leave the former
Chrysler stockholders (as well as
former Daimler-Benz shareholders) as stockholders in
the new entity known as
DaimlerChrysler AG.

24. The Proxy Statement/Prospectus
stated that the board of directors of Chrysler had
unanimously approved the
Chrysler-Daimler-Benz Merger as
"fair to and in the best interests of Chrysler and
Chryslerís shareholders" and hence
recommended its adoption by Chrysler
shareholders. The Proxy Statement/Prospectus also
stated that the
Chrysler-Daimler-Benz Merger would
leave the former stockholders of Chrysler owning
approximately 42% of the outstanding
stock of DaimlerChrysler, through an
exchange of 0.6235 of a DaimlerChrysler "Ordinary
Share" for each share of Chrysler
common stock. The Proxy
Statement/Prospectus also stated that the "affirmative
vote of a majority" of the common
stockholders of Chrysler (as of the
July 20, 1998 record date) was needed for approval of
the Chrysler-Daimler-Benz Merger.
(Proxy Statement/Prospectus, at 43.)

25.
The Proxy Statement/Prospectus
stated that Chryslerís single largest shareholder,
Tracinda, which as of July 30, 1998 owned
71,753,992 shares (or approximately
11%) of Chryslerís common stock, had entered into the
Stockholder Agreement with
Daimler-Benz and Chrysler, pursuant
to which Tracinda had promised to vote all of its
shares in favor of the
Chrysler-Daimler-Benz Merger. (Proxy
Statement/Prospectus, at 44.)

26. The Proxy Statement/Prospectus
consistently repeated that the Chrysler-Daimler-Benz
Merger would be a
"merger-of-equals" transaction.
(See, e.g., Proxy Statement/Prospectus, at Preface,
11, 16, 47, 48, 51, 57, 65 & 93.) In this
regard, the Proxy
Statement/Prospectus made specific representations
regarding the manner in which DaimlerChrysler would be
governed:

(a) Ultimately, the Supervisory
Board of DaimlerChrysler would consist of twenty
members: five from the Daimler-Benz
supervisory board, five from
outsider members of the Chrysler board of directors,
and the remaining ten would be employee
representatives. (Proxy
Statement/Prospectus, at 16.)

(b) For at least two years after the
effective date of the Chrysler-Daimler-Benz Merger,
the then-current chairman of the
Daimler-Benz supervisory board (Mr.
Kopper) would continue as chairman of the
DaimlerChrysler Supervisory Board. (Proxy
Statement/Prospectus, at 16.)

(c) DaimlerChrysler would have a
"Management Board" consisting of eighteen members,
half to be designated by Chrysler and
half to be designated by
Daimler-Benz, with two additional members responsible
for managing Daimler-Benzís non-automotive
businesses. (Proxy
Statement/Prospectus, at 16.)

(d) For three years following
consummation of the Chrysler-Daimler-Benz Merger,
Schrempp and Robert J. Eaton (the
chairman and chief executive officer
of Chrysler) would serve as "Co-CEOs" and
"Co-Chairmen" of the DaimlerChrysler
Management Board and as members of
the so-called "Office of the Chairmen of
DaimlerChrysler AG." (Proxy
Statement/Prospectus, at 16-17.)

(e) The DaimlerChrysler Management
Board would establish an "Integration Committee"
(later known as the "Shareholders
Committee") of twelve or more
members, half designated by Daimler-Benz and half by
Chrysler, including the Co-Chairmen of
the Management Board. (Proxy
Statement/Prospectus, at 17.)

(f) Following the consummation of
the Chrysler-Daimler-Benz Merger, DaimlerChrysler
"shall maintain two operational
headquarters, one located at the
current headquarters of Daimler-Benz, and one located
at the current headquarters of Chrysler
[in Auburn Hills, Michigan.]" (Proxy
Statement/Prospectus, at 17.)

(g) According to the Proxy
Statement/Prospectus, "English shall be the official
language for the management of
DaimlerChrysler" following the
consummation of the Chrysler-Daimler-Benz Merger.
(Proxy Statement/Prospectus, at 17.)

27. Consistent with the foregoing
representations concerning the manner in which
corporate governance of DaimlerChrysler
would be implemented, the Proxy
Statement/Prospectus contained a long section
describing the history of the discussions
between Mr. Schrempp and
Daimler-Benz, on the one hand, and Chrysler
management, on the other hand, that culminated with
the Chrysler-Daimler-Benz Merger. In
this regard, the Proxy Statement/Prospectus stated as
follows:

(a) Negotiations had begun in
mid-January 1998, when Schrempp visited Mr. Eaton in
Detroit and "suggested it might be
mutually beneficial if Daimler-Benz
and Chrysler were to consider the possibility of a
business combination." (Proxy
Statement/Prospectus, at 47.)

Subsequently, over the course of
February 1998, Mr. Eaton and other senior Chrysler
executives met on several occasions with
Mr. Schrempp and other members of
the Daimler-Benz management board. According to the
Proxy Statement/Prospectus,
"[d]uring 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
Chryslerís U.S. stockholders and tax efficient
for DaimlerChrysler AG, that it have
the post-merger governance structure of a
"merger-of-equals," 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. . . ."
(Proxy Statement/Prospectus, at 47, emphasis added.)

(b) Over the course of March and
April 1999, representatives of Chrysler and
Daimler-Benz, together with their respective legal
and investment banking advisors, met
in Switzerland and London, among other locations, to
continue and refine merger
discussions. The Proxy
Statement/Prospectus stated that the "major points" of
discussion during that period and thereafter
involved, among other things,
"identifying a governance structure that would take
into account the partiesí goal of incorporating
the best U.S. and German practices"
and "creating a management organization for the
combined company that achieves a
meaningful sharing of management
roles consistent with the partiesí conception of the
Transactions as a ëmerger of equals.í"
(Proxy Statement/Prospectus, at 48.)

(c) Chrysler and Daimler-Benz
concluded that the proposed Chrysler-Daimler-Benz
Merger would be more likely to win
approval from "important
constituencies of Daimler-Benz" if the combined parent
company were a German stock corporation:
"Consequently, the parties decided
that a new company organized under the laws of . . .
Germany should be the new public
parent company and that the
Transactions would be the best means to accomplish the
partiesí objectives for a business
combination transaction, including
implementing a merger of equals combining both
companiesí 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." (Proxy
Statement/Prospectus, at 49; emphasis
added.)

(d) Subsequently, in early May 1998,
the Chrysler board of directors reviewed and approved
the written documentation for
effectuating the
Chrysler-Daimler-Benz Merger. (Proxy
Statement/Prospectus, at 49.) According to the Proxy
Statement/Prospectus, among the key
material factors that led to the approval by the
Chrysler board was "[t]he
"merger-of-equals" corporate
governance structure contemplated by the Combination
Agreement, which, in the view of the
Chrysler Board, means that
Chryslerís 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)." (Proxy
Statement/Prospectus, at 51.)

(e) At the same time, on May 6 and
14, 1998, the Daimler-Benz supervisory board met in
Stuttgart for detailed briefing and
discussion of the strategic reasons
behind the proposed merger, "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." (Proxy
Statement/Prospectus, at 49.)

(The Defendants Implement
Their Secret Plan To Assume Sole Control Of
DaimlerChrysler)

28. On or about September 18, 1998,
at a stockholdersí meeting held in Wilmington,
Delaware, 475,771,250 shares of Chrysler
were voted in favor of the
Chrysler-Daimler-Benz Merger, which constituted 97% of
the common stock which voted on the
transaction. On or about November
17, 1998, pursuant to the Proxy Statement/Prospectus,
the common stockholders of
Chrysler, including Tracinda,
received shares of DaimlerChrysler stock in exchange
for their shares of common stock in
Chrysler. Had Tracinda known that
defendants did not intend to honor their promises and
that their true intentions were to fire
Chryslerís management and reduce the
company to "division" status, Tracinda would not have
voted in favor of the merger and
would not have exchanged its stock.

29. Defendants knew that they could
not act immediately to subordinate Chrysler and its
executives to direct control by
Daimler-Benz and its executives,
because they would risk embarrassing litigation which
could potentially cause the unraveling of
the Chrysler-Daimler-Benz Merger
and, hence, frustrate the secret plan espoused by Mr.
Schrempp to subjugate and exploit
Chrysler. Accordingly, defendants
privately resolved to undercut the influence and
autonomy of the Chrysler executives and
other Chrysler constituencies within
DaimlerChrysler on a gradual, insidious basis over an
extended period of time, while paying
lip service to the corporate
governance protocols touted to Chryslerís directors
and management in the BCA and Chryslerís
former shareholders in the Proxy
Statement/Prospectus, as well as Daimler-Benzís
earlier representations to Tracinda through
Chrysler to induce Tracinda to sign
the Stockholder Agreement.

30. To conceal their fraud and
otherwise lull Tracinda, among others, into a false
sense of complacency after the consummation
of the Chrysler-Daimler-Benz Merger,
defendants allowed Mr. Eaton to assume a position as
"Co-CEO" and "Co-Chairman" of
DaimlerChrysler, allowed certain
other individuals nominated by Chrysler to assume
positions on the Supervisory Board and
Management Board of DaimlerChrysler,
and permitted certain Chrysler executives to remain in
charge of Chrysler operations.

31. Thereafter, over the course of
late 1999 and 2000, defendants took certain steps to
decrease the influence and autonomy of
the Chrysler constituencies within
DaimlerChrysler, but did so in a manner calculated to
mask their true intentions and to avoid
alerting Tracinda and the other
shareholders, as well as Chryslerís management, to the
fact that the entire proposed corporate
governance structure for the
combined companies had been a sham. As part of the
affirmative steps taken to conceal their
secret plans, Mr. Schrempp told
Chrysler executives in mid-September 1999 that the
management structure of Daimler-Benz
needed to be streamlined in order to
promote greater efficiency. Tracinda never suspected
and could never have uncovered
defendantsí true intentions, because
Mr. Schrempp and DaimlerChrysler always came up with a
seemingly legitimate business
reason for terminating or
transferring a Chrysler executive.

32. To supposedly streamline
operations, in late September 1999, DaimlerChrysler
announced that Theodor Cunningham (in
charge of sales and marketing for
Latin America) and Kurt Lauk (in charge of commercial
vehicle operations) would leave the
Management Board, with their
responsibilities to be assumed by other Management
Board members. In this regard,
DaimlerChrysler charged James
Holden, a long-standing Chrysler executive and member
of the Management Board, with
assuming Mr. Cunninghamís
responsibilities, and Dieter Zetsche, a trusted
associate of Mr. Schrempp and member of the
Management Board, assumed Mr. Laukís
responsibilities. Subsequently, in or about October
1999, DaimlerChrysler fired
Thomas Stallkamp, a veteran Chrysler
executive, president of DaimlerChrysler operations in
the United States, and a member of
the Management Board.

Tracinda is informed and believes
and alleges on that basis herein that Mr. Stallkamp
was and had been a vocal proponent of
Chrysler constituencies, and had
criticized management decisions espoused by
Daimler-Benz executives when he saw fit, and
accordingly was targeted for
termination by Mr. Schrempp for those reasons. At the
same time, Mr. Schrempp caused Mr.
Holden to be appointed Mr.
Stallkampís successor as president of DaimlerChrysler
operations in the United States. Although
Mr. Holdenís replacement of Mr.
Stallkamp was intended by Mr. Schrempp superficially
to pacify anxiety on the part of
Chrysler employees, stockholders and
other observers that a non-Chrysler executive would be
put in charge of United States
operations, unbeknownst to Tracinda,
defendants had taken another step in their plan to
gradually remove executives who were
a product of the Chrysler corporate
culture and were likely to support Chrysler
constituencies within DaimlerChrysler. In this
instance, because Mr. Holden already
had a seat on DaimlerChryslerís Management Board, Mr.
Stallkampís removal created a
vacancy which decreased the number
of seats held by former Chrysler executives, thus
increasing the control which Mr.
Schrempp, Mr. Gentz and Mr. Kopper
had over DaimlerChrysler.

33. On Tuesday, November 14, 2000,
DaimlerChrysler announced that Mr. Holden would be
fired from his post as president of
U.S. operations. On Friday, November
17, 2000, after a meeting of the DaimlerChrysler
Management Board, Mr. Holdenís
termination was formally
implemented, and DaimlerChrysler simultaneously
announced that Messrs. Zetsche and Bernhard
would assume control of
DaimlerChryslerís U.S. operations as president and
chief operating officer, respectively. Most recently,
on November 21, 2000,
DaimlerChrysler announced that three more top American
executives from Chryslerís management
team had been terminated: Kathleen
Oswald, Chryslerís chief administrative officer and
one of the auto industryís highest
ranking female executives, Theodor
Cunningham, Chryslerís executive vice president of
global sales, and Antonio Cervone,
head of Chryslerís global
communications. With the firing of Mr. Holden and his
replacement with long-standing Daimler-Benz
executives, along with the
termination of those other key executives, defendants
have unambiguously acted in a manner
demonstrating that there is no
"merger of equals" between Chrysler and Daimler-Benz,
and that henceforth Chrysler
constituencies and operations within
DaimlerChrysler would be controlled directly by former
Daimler-Benz executives reporting
to Mr. Schrempp.

(Mr.
Schrempp Admits That He Lied)

34. Only a few days before
DaimlerChrysler announced the firing of Mr. Holden, on
October 30, 2000, the Financial Times, a
business news publication based in
the United Kingdom, published an article (the "October
30th Article") written by Tim Burt
and Richard Lambert, which recounted
certain details of the reportersí interview of Mr.
Schrempp. The admissions by Mr.
Schrempp in this interview provide
clear and convincing evidence that he had lied to
secure Tracindaís signature on the
Stockholder Agreement and had lied
within the Proxy Statement/Prospectus to induce all of
Chrysler shareholders, including
Tracinda, to exchange their shares.
Tracinda attaches, as Exhibit "A" hereto, a true and
correct copy of the October 30th Article
which reads in pertinent part as
follows:

In a wide-ranging
interview ahead of this weekís two day meeting [of the
Daimler-Chrysler Management Board],
he [Mr. Schrempp]
delivered a passionate defense of both the merger and
his ambition to create a global
carmaker. [] In doing so,
however, he admitted that Chrysler had been relegated
to a standalone division. Far
from being "a merger of
equals", as originally conceived, the deal has emerged
as just one deal among several
from the "executive
war-room" of Daimler-Benzís Stuttgart headquarters. []
Now that most of Chryslerís old
management board has
resigned or retired, Mr. Schrempp sees no reason to
maintain the fiction. "Me being a
chess player, I donít
normally talk about the second or third move. The
structure we have now with Chrysler (as a
standalone division) was
always the structure I wanted, he says. "We had to go
a roundabout way but it had to be
done for psychological
reasons. If I had gone and said Chrysler would be a
division, everybody on their side would
have said: ëThere is no
way weíll do a deal.í" [] "But itís precisely what I
wanted to do. From the start structure,
we have moved to what we
have today." [] What DaimlerChrysler has today is a US
division where vehicle
design, procurement,
production and marketing are being overhauled. Mr.
Schrempp maintains this was always the
plan following the initial
post-merger integration which generated about Dollars
1.4bn (Pounds 970m) in savings.
(October 30th Article, at
1-2.)

35. With the publication of the
October 30th Article, Tracinda first learned that
Daimler-Benz had fraudulently induced Tracinda
to sign the Stockholder Agreement
and that Daimler-Benz and DaimlerChrysler had
misrepresented the true nature of the
management structure of the combined
companies in connection with the exchange of Chrysler
common stock for shares of
DaimlerChrysler common stock as part
of the merger.

36. Contemporaneously, Mr. Schrempp
also was being interviewed by a panel of editors from
Barronís magazine, a worldwide
financial weekly. In an article
published on November 4, 2000, Mr. Schrempp again
admitted that he lied about Daimler-Benzís
merger with Chrysler: "[w]e said in
spirit it was a merger of equals, but in our minds we
knew how we wanted to structure the
company, and today I have it. I have
Daimler, and I have divisions."

FIRST CLAIM FOR RELIEF

(For violation of
Section 10(b) of the Exchange Act and Rule 10b-5
Against

Daimler-Benz, DaimlerChrysler and Mr. Schrempp)

37. Tracinda incorporates by
reference paragraphs 1 through 36, above.

38. Tracinda asserts this claim
within one year of the date of Tracindaís discovery of
the misrepresentations and omissions
alleged herein, and within three
years of the purchase and sale of Chrysler and
DaimlerChrysler common stock, respectively,
pursuant to the exchange of
securities which occurred in connection with the
Chrysler-Daimler-Benz Merger.

39. As alleged above, defendants,
and each of them, by use of interstate commerce, the
mails and one or more national
securities exchange, engaged in a
device, scheme or artifice to defraud and likewise
engaged in actions, practices or courses of
business which operated as a fraud
or deceit, in connection with the purchase and sale of
Chrysler common stock for common
stock issued by DaimlerChrysler, as
part of the consummation of the Chrysler-Daimler-Benz
Merger.

40.

Without limiting the foregoing,
defendants individually and collectively embarked upon
a scheme to deceive or defraud investors
in Chrysler common stock, including
in particular Tracinda, by making various
representations of material facts that were untrue
or misleading in connection with
Tracindaís purchase of stock in DaimlerChrysler
through the exchange of its Chrysler stock,
including the following false and
misleading statements:

(a) From February through
May 1998, defendants represented to Tracinda that the
proposed Chrysler-Daimler
Merger would be a "merger
of equals," pursuant to which Tracinda and the other
stockholders of Chrysler would
receive fair consideration
for their stockholdings in Chrysler in the form of
stock in DaimlerChrysler, and pursuant
to which DaimlerChryslerís
corporate governance protocols would be structured and
maintained in such a manner
as to protect the
prerogatives, interests, autonomy and relative
influence of the Chrysler constituencies within
DaimlerChrysler, thus
protecting the value of Tracindaís investment in
DaimlerChrysler; and

(b) In the Proxy
Statement/Prospectus, defendants represented to
Tracinda that the proposed Chrysler-Daimler
Merger would be a "merger
of equals," pursuant to which Tracinda and the other
stockholders of Chrysler would
receive fair consideration
for their stockholdings in Chrysler in the form of
stock in DaimlerChrysler, and pursuant
to which DaimlerChryslerís
corporate governance protocols would be structured and
maintained in such a manner
as to protect the
prerogatives, interests, autonomy and relative
influence of the Chrysler constituencies within
DaimlerChrysler, thus
protecting the value of Tracindaís investment in
DaimlerChrysler.

41. Defendants knew such
representations were false and misleading, because
Daimler-

Benz and DaimlerChrysler, along with
the Daimler Defendants, already had decided to take
total control over Chrysler, to
reduce or eliminate the influence of
Chrysler management on the affairs of DaimlerChrysler,
to relegate Chrysler to division
status, and to conceal this secret
objective from Tracinda, other Chrysler shareholders,
Chrysler management, and the rest of
the investing world, until such time
as defendants had completed their plan.

42. The representations detailed
hereinabove were reasonably relied upon by Tracinda in
exchanging its shares of Chrysler
common stock for shares of
DaimlerChrysler common stock. Moreover, as a direct
and proximate result of defendantsí
misrepresentations and omissions,
Tracinda was deceived into forsaking the "acquisition
premium" that Tracinda would have
demanded for the sale of its
Chrysler shares in connection with a change in control
or complete acquisition of Chrysler.

43. Tracinda is informed and
believes and on that basis alleges herein that each of
the defendants participated in the preparation
and/or distribution of the false
representations.

44. As a direct and proximate result
of these defendantsí unlawful conduct in violation of
Section 10(b) and Rule 10b-5,
Tracinda has been damaged and
continues to be damaged in an amount not yet fully
determinable, but at least in the amount of
the diminution in value of its
shares of Chrysler common stock and its shares of
Daimler/Chrysler common stock, plus the
merger premium which Daimler-Benz
misappropriated. Tracinda will seek leave of the Court
to amend this complaint to state
the actual amount of damages when
known.

SECOND CLAIM FOR RELIEF

(For Violation Of Section 20 of the
Exchange Act Against The Daimler Defendants)

45. Tracinda incorporates paragraphs
1 through 36 and 38 through 44, above.

46.

Messrs. Schrempp, Gentz and Kopper
participated in the preparation and/or dissemination
of the foregoing false representations
by providing information or
approving their substance.

47. Messrs. Schrempp, Gentz and
Kopper are controlling persons with respect to
Daimler-Benz and DaimlerChrysler regarding
the contents of the
misrepresentations made to Tracinda, within the
meaning of Section 20 of the Exchange Act, because
they
had the authority or power to
control or influence the conduct of Daimler-Benz and
DaimlerChrysler.

48.

Messrs. Schrempp, Gentz and Kopper
knew or should have known of the violations of Section
10(b) of the Exchange Act as set
forth in the First Claim for Relief,
above.

49.

Messrs. Schrempp, Gentz and Kopper
failed to disclose to Tracinda the truth concerning
the false and misleading statements
contained in defendants=
communications with Tracinda and failed to advise
Tracinda of the omitted statements of material
fact. Defendants knew these
representations to be false and misleading at the time
that they were made.

50. As a direct and proximate result
of these defendantsí unlawful conduct, Tracinda has
been damaged and continues to be
damaged in an amount not yet fully
determinable, but at least in the amount of the
diminution in value of its shares of Chrysler
common stock and its shares of
DaimlerChrysler common stock, plus the acquisition
premium which Daimler-Benz
misappropriated.

Tracinda will seek leave of the
Court to amend this complaint to state the actual
amount of damages when known.

THIRD CLAIM FOR RELIEF

(For
Violation Of Section 11 of the Securities Act Against

DaimlerChrysler, Mr. Schrempp and Gentz)

51. Tracinda repeats and
incorporates by reference each and every allegation
contained in paragraphs 1 through 50, above.

52. Tracinda asserts this claim
within one year of the date that Tracinda discovered
or should have discovered through the
exercise of reasonable diligence,
the untrue statements and omissions alleged herein,
and within three years after the bona fide
offering of DaimlerChrysler common
stock to the public pursuant to the exchange of
securities which occurred in connection
with the Chrysler-Daimler-Benz
Merger.

53. The Registration Statement
prepared by the defendants and distributed in
connection with the Chrysler-Daimler-Benz
Merger was inaccurate and
misleading, contained untrue statements of material
facts, omitted to state other material facts
necessary to make the statements
made not misleading, and concealed and failed
adequately to disclose material facts as
described above.

54.

Tracinda purchased securities from
DaimlerChrysler in a public offering by exchanging its
shares of Chrysler common stock for
shares of DaimlerChrysler common
stock. DaimlerChrysler is the registrant of the
securities issued. The defendants named
herein were responsible for the
contents and dissemination of the Registration
Statement.

As issuer of the securities,
DaimlerChrysler is strictly liable to Tracinda.
Messrs. Schrempp and Gentz are joint and severally
liable as signatories of the
Registration Statement.

55.

As a direct and proximate result of
these defendantsí unlawful course of conduct in
violation of Section 11 the Securities Act,
Tracinda has been damaged and
continues to be damaged in an amount not yet fully
determinable, but which represents the
difference between the value of the
common stock of Chrysler that Tracinda exchanged in
the merger and the present value of
the stock that Tracinda now owns in
DaimlerChrysler. Tracinda will seek leave of the Court
to amend this complaint to state the
actual amount of damages when known.

FOURTH CLAIM FOR RELIEF

(For Violation
Of Section 12(a)(2) of the Securities Act Against

DaimlerChrysler, Mr. Schrempp and Mr. Gentz)

56. Tracinda incorporates paragraphs
1 through 36, above.

57. Tracinda asserts this claim
within one year of the date on which Tracinda
discovered or should have discovered through the
exercise of reasonable diligence,
the untrue statements and omissions alleged herein,
and within three years after the bona fide
sale of DaimlerChrysler common stock
pursuant to the exchange of securities which occurred
in connection with the
Chrysler-Daimler-Benz Merger.

58. Tracinda was a purchaser of
common stock issued by DaimlerChrysler and offered
pursuant to the Proxy
Statement/Prospectus. Defendants
were sellers, offerors, and/or solicitors of sales of
the DaimlerChrysler stock offered
pursuant to the Proxy
Statement/Prospectus. The Proxy Statement/Prospectus
prepared by the defendants and distributed in
connection with the
Chrysler-Daimler-Benz Merger was inaccurate and
misleading, contained untrue statements of material
facts, omitted to state other
material facts necessary to make the statements made
not misleading, and concealed and failed
adequately to disclose material
facts as described above.

59.

As a direct and proximate result of
defendantsí unlawful course of conduct in violation of
Section 12(a) of the Securities Act,
Tracinda has been damaged and
continues to be damaged in an amount not yet fully
determinable, but which represents the
difference between the value of the
common stock of Chrysler that Tracinda exchanged in
the merger and the present value of
the stock that Tracinda now owns in
DaimlerChrysler. Tracinda will seek leave of the Court
to amend this complaint to state the
actual amount of damages when known.

FIFTH CLAIM FOR RELIEF

(For
Violation Of Section 15 of the Exchange Act

Against The Daimler Defendants)

60. Tracinda incorporates paragraphs
1 through 36, 50 through 52, and 55 through 56, above.

61.
Messrs. Schrempp, Gentz and Kopper
participated in the preparation and/or dissemination
of the foregoing false representations
by providing information or
approving their substance.

62. Messrs. Schrempp, Gentz and
Kopper are controlling persons with respect to
DaimlerChrysler regarding the contents of the
misrepresentations made to Tracinda,
within the meaning of Sections 11 and 12(a)(2) of the
Securities Act, because they had
the authority or power to control or
influence the conduct of DaimlerChrysler, signed the
Registration Statement and/or
otherwise participated in the
process which allowed the offering to be completed.

63.

Messrs. Schrempp, Gentz and Kopper
knew or should have known of the violations of
Sections 11 and 12(a)(2) of the Securities
Act as set forth in the Third and
Fourth Claims for Relief, above.

64.

Messrs. Schrempp, Gentz and Kopper
failed to disclose to Tracinda the truth concerning
the false and misleading statements
contained in defendants=
communications with Tracinda and failed to advise
Tracinda of the omitted statements of material
fact. Defendants knew these
representations to be false and misleading at the time
that they were made.

65. As a consequence of these
defendantsí unlawful conduct, Tracinda has been
damaged and continues to be damaged in an
amount not yet fully determinable,
but which represents the difference between the value
of the common stock of Chrysler that
Tracinda exchanged in the merger and
the present value of the stock that Tracinda now owns
in DaimlerChrysler. Tracinda will
seek leave of the Court to amend
this complaint to state the actual amount of damages
when known.

SIXTH CLAIM FOR RELIEF

(For Violations
of Section 14(a) of the Exchange Act and Rule 14a-9

Against
DaimlerChrysler, Mr. Schrempp and Mr. Gentz)

66. Tracinda incorporates Paragraphs
1 through 36, above.

67. The defendants named herein
violated Section 14(a) of the Exchange Act and Rule
14a-9 promulgated thereunder, because
these defendants solicited and
permitted the use of their names to solicit proxies
from Tracinda by means of a proxy statement,
included within the the Proxy
Statement/Prospectus, that contained statements, as
set forth in greater detail herein above, which
at the time and in the light of the
circumstances under which they were made, were false
and misleading with respect to
material facts, and omitted to state
material facts necessary in order to make the
statements therein not false and misleading.

68. As a direct and proximate result
of these defendantsí unlawful course of conduct in
violation of Section 14(a) of the
Exchange Act, Tracinda has sustained
and will continue to sustain irreparable injury by
being denied the opportunity to make an
informed decision in voting on the
merger for which monetary damages alone are
insufficient compensation. To restore the
status quo ante, Tracinda asks the
Court to unwind the transaction in order to allow
Chrysler once again to exist as an
independent corporation owned by
Chryslerís shareholders, and to order the return of
all value, including distributions, which
DaimlerChrysler caused Chrysler to
transfer. Tracinda is prepared to tender all of the
shares of DaimlerChrysler common stock
which it presently owns to
effectuate such a transaction.

SEVENTH CLAIM FOR RELIEF

(For Fraud in the Inducement Against
Daimler-Benz and Mr. Schrempp)

69. Tracinda incorporates paragraphs
1 through 36, above.

70. By and through the course of
conduct described in detail herein above, defendants
represented to Tracinda that the proposed
Chrysler-Daimler-Benz Merger would
be a "merger of equals," pursuant to which Tracinda
and the other stockholders of
Chrysler would receive fair
consideration for their stockholdings in Chrysler in
the form of stock in DaimlerChrysler, and
pursuant to which DaimlerChryslerís
corporate governance protocols would be structured and
maintained in such a manner as
to protect the prerogatives,
interests, autonomy and relative influence of the
Chrysler constituencies within DaimlerChrysler, thus
protecting the value of Tracindaís
investment in DaimlerChrysler.

71. The representations made by
defendants to Tracinda were in fact false, because
Daimler-Benz and its senior management
never had any serious intention of
forming a "merger of equals" with Chrysler. Rather,
Mr. Schrempp and the other individuals
comprising Daimler-Benz senior
management already had decided to take total control
over Chrysler, to reduce or eliminate the
influence of Chrysler management on
the affairs of DaimlerChrysler, to relegate Chrysler
to the subordinate role of a wholly
owned subsidiary of Daimler-Benz,
and to conceal this secret objective from Tracinda,
other Chrysler shareholders, Chrysler
management, and the rest of the
investing world, until such time as defendants had
completed their plan.

72. When defendants made these
representations, defendants knew them to be false, and
made the representations with the
specific intention to deceive and
defraud Tracinda and to induce Tracinda to enter into
the Stockholder Agreement, and
otherwise to endorse the merger.

73. Tracinda, at the time these
representations were made by defendants, was ignorant
of the falsity of defendants'
representations and reasonably
believed them to be true and made in good faith. In
reliance upon defendants' misrepresentations,
Tracinda entered in the Stockholder
Agreement, and otherwise endorsed the merger,
previously alleged hereinabove, refrained
and forebore from selling its stock
holdings in Chrysler on the open market, and
disregarded or foreclosed itself from pursing
other opportunities to influence the
management of Chrysler and the common stockholders of
Chrysler to reject the merger
transaction offered by Daimler-Benz
and to remain independent, or, alternatively, to seek
from Daimler-Benz the "acquisition
premium" that Tracinda would have
demanded for the sale of its Chrysler shares in
connection with a change in control or
complete acquisition of Chrysler.
Had Tracinda known the actual facts, it would never
have entered into the Stockholder
Agreement, would never have endorsed
the merger and would never have permitted these
defendants to misappropriate the
value of the "acquisition premium"
for themselves and subsequently to ruin, through their
relegation of Chrysler to "division"
status and their purge of Chryslerís
management team, the value of Tracindaís enormous
investment in Chrysler which has
dwindled significantly in the two
years since the consummation of the
Chrysler-Daimler-Benz Merger.

74. As a direct and proximate result
of defendants' fraudulent conduct, Tracinda has
incurred general, special and consequential
damages. Tracinda will seek leave of
the Court to amend this complaint to state the actual
amount of damages when known.

75. The fraudulent conduct of
defendants was wanton, willful, and calculated to
destroy the value of Tracindaís investment in
Chrysler, and was performed by
defendants knowingly and intentionally, in conscious
violation and disregard of Tracinda's legal
rights, thereby justifying an award
of punitive and exemplary damages in an amount
sufficient to punish and make an example of
defendants for having intentionally
induced Tracinda into entering the Stockholder
Agreement.

EIGHTH CLAIM FOR RELIEF

(For Fraud in
Connection with the Exchange of Securities Against

Daimler-Benz, DaimlerChrysler and Mr. Schrempp)

76. Tracinda incorporates paragraphs
1 through 36, above.

77. By and through the course of
conduct described in detail herein above, defendants
represented to Tracinda in connection
with the exchange of securities
pursuant to the merger that the proposed
Chrysler-Daimler-Benz Merger would be a "merger of
equals," pursuant to which Tracinda
and the other stockholders of Chrysler would receive
fair consideration for their
stockholdings in Chrysler in the
form of stock in DaimlerChrysler, and pursuant to
which DaimlerChryslerís corporate
governance protocols would be
structured and maintained in such a manner as to
protect the prerogatives, interests, autonomy
and relative influence of the
Chrysler constituencies within DaimlerChrysler, thus
protecting the value of Tracinda"s investment
in DaimlerChrysler.

78. The representations made by
defendants to Tracinda were in fact false, because
Daimler-Benz and its senior management
never had any serious intention of
forming a "merger of equals" with Chrysler. Rather,
Mr. Schrempp and the other individuals
comprising Daimler-Benz senior
management already had decided to take total control
over Chrysler, to reduce or eliminate the
influence of Chrysler management on
the affairs of DaimlerChrysler, to relegate Chrysler
to the subordinate role of a wholly
owned subsidiary of Daimler-Benz,
and to conceal this secret objective from Tracinda,
other Chrysler shareholders, Chrysler
management, and the rest of the
investing world, until such time as defendants had
completed their plan.

79. When defendants made these
representations, defendants knew them to be false, and
made the representations with the
specific intention to deceive and
defraud Tracinda and to induce Tracinda to exchange
its shares of Chrysler common stock for
shares of DaimlerChrysler common
stock.

80. Tracinda, at the time these
representations were made by defendants, was ignorant
of the falsity of defendants'
representations and reasonably
believed them to be true and made in good faith. In
reliance upon defendants' misrepresentations,
Tracinda exchanged its shares of
Chrysler common stock for shares of DaimlerChrysler
common stock in the merger. Had
Tracinda known the actual facts, it
would never have exchanged its shares and would never
have permitted these defendants to
misappropriate the value of the
"acquisition premium" for themselves and subsequently
to ruin, through their relegation of
Chrysler to "division" status and
their purge of Chryslerís management team, the value
of Tracindaís enormous investment in
Chrysler, which has dwindled
significantly in the two years since the consummation
of the Chrysler-Daimler-Benz merger.

81. As a direct and proximate result
of defendantsí fraudulent conduct, Tracinda has
incurred general, special and consequential
damages. Tracinda will seek leave of
the Court to amend this complaint to state the actual
amount of damages when known.

82. The fraudulent conduct of
defendants was wanton, willful, and calculated to
destroy the value of Tracindaís investment in
Chrysler, and was performed by
defendants knowingly and intentionally, in conscious
violation and disregard of Tracindaís legal
rights, thereby justifying an award
of punitive and exemplary damages in an amount
sufficient to punish and make an example of
defendants for having intentionally
deceived the Chrysler shareholders and the investing
public at large.

NINTH CAUSE OF ACTION

(For
Conspiracy to Defraud Against All Defendants)

83. Tracinda incorporates paragraphs
1 through 36, 70 through 73, and 77 through 82, above.

84. Defendants, and each of them,
knowingly and willfully pursued a conspiracy, common
enterprise and common course of
conduct between and among themselves
to accomplish the foregoing unlawful acts for the
purpose of (a) inducing Tracinda to
enter into the Stockholder Agreement
and otherwise endorsing the merger, (b) inducing
Tracinda to exchange its shares of
Chrysler common stock for shares of
DaimlerChrysler common stock, (c) appropriating the
acquisition premium for themselves,
and (d) obtaining complete operating
control of Chrysler.

85. Defendants, and each of them,
encouraged and rendered substantial assistance to each
other in accomplishing the foregoing
wrongful course of conduct. In so
doing, each defendant acted with full awareness of his
primary wrongdoing and realized that
such conduct would substantially
assist the accomplishment of the wrongdoing by the
other.

86. By perpetrating this civil
conspiracy, defendants have caused and continue to
cause Tracinda to sustain general, special and
consequential damages. Tracinda will
seek leave of the Court to amend this complaint to
state the actual amount of damages
when known.

87. Defendants, and each of them, in
perpetrating this civil conspiracy, have acted with
malice and calculated to destroy the
value of Tracindaís investment in
Chrysler, and was performed by defendants knowingly
and intentionally, in conscious violation
and disregard of Tracindaís legal
rights, thereby justifying an award of punitive and
exemplary damages in an amount sufficient
to punish and make an example of
defendants for having intentionally deceived the
Chrysler shareholders and the investing
public at large.

WHEREFORE, Tracinda requests the
Court to enter judgment against defendants, jointly
and severally, as follows:

1. For actual
damages according to proof at trial, which includes
the acquisition premium that
defendantsí
misrepresentations concerning the "merger of equals"
denied Tracinda, under Section
10(b) of the
Exchange Act of 1934.

2. For
"rescissory" damages according to proof at trial,
which represents the difference between the
value of the
common stock of Chrysler that Tracinda exchanged in
the merger and the present value
of the stock
that Tracinda now owns in DaimlerChrysler under
Sections 11 and 12(a)(2) of the
Securities Act
of 1933.

3. For
compensatory damages according to proof at trial, plus
punitive damages in an amount
sufficient to
punish and make an example of defendants for lying to
all of Chryslerís shareholders,
and the
investing public at large, under common law fraud and
conspiracy.

4. For an order
unwinding the transaction so that Chrysler once again
may exist as an independent
corporation
owned by Chryslerís shareholders, and returning all
value, including distributions, which
DaimlerChrysler
caused Chrysler to transfer, pursuant to Section 14(a)
of the Exchange Act of
1934.

5. For pre- and post-judgment
interest in the maximum amount prescribed by law.

6. For such other and further relief
as the Court may deem just and proper.

Dated: November 27, 2000

A. Gilchrist Sparks III

Jessica Zeldin

MORRIS, NICHOLS, ARSHT &

TUNNELL

1201 North Market Street

Wilmington, Delaware
19899-1347

Telephone: (302)658-9200

By:

A. Gilchrist Sparks
III

Attorneys for
plaintiff

TRACINDA CORPORATION

OF COUNSEL:

Terry Christensen

Eric Landau

Steven J. Aaronoff

CHRISTENSEN, MILLER, FINK, JACOBS,

GLASER, WEIL & SHAPIRO, LLP

2121 Avenue of the Stars, 18th Floor

Los Angeles, California 90067-5010

Telephone: (310) 553-3000

William G. McGuinness

Douglas H. Flaum

FRIED, FRANK, HARRIS, SHRIVER &
JACOBSON

One New York Plaza

New York, New York 10004

(212) 859-8170

DEMAND FOR JURY TRIAL

Pursuant to Rule 38(b) of the
Federal Rules of Civil Procedure, plaintiff Tracinda
Corporation ("Tracinda") hereby demands trial
by jury in this action of all claims
asserted against defendants Juergen Schrempp, Manfred
Gentz and Hilmar Kopper as
permitted by law and not
inconsistent with the provisions of that certain
stockholder agreement, dated May 7, 1998, between and
among Tracinda, Chrysler
Corporation, and Daimler-Benz AG.

Dated: November 27, 2000
A. Gilchrist

Sparks III

Jessica Zeldin

MORRIS, NICHOLS, ARSHT &

TUNNELL

1201 North Market Street

Wilmington, Delaware
19899-1347

Telephone: (302)658-9200

By:

_____________________________

A. Gilchrist Sparks
III

Attorneys for
plaintiff

TRACINDA CORPORATION

OF COUNSEL:

Terry Christensen

Eric Landau

Steven J. Aaronoff

CHRISTENSEN, MILLER, FINK, JACOBS,

GLASER, WEIL & SHAPIRO, LLP

2121 Avenue of the Stars, 18th Floor

Los Angeles, California 90067-5010

Telephone: (310) 553-3000

William G. McGuinness

Douglas H. Flaum

FRIED, FRANK, HARRIS, SHRIVER &
JACOBSON

One New York Plaza

New York, New York 10004

(212) 859-8170


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