UPDATE 5-GM seeks $10 billion gov't aid for merger-sources

(Adds detail on GMAC, no comment from GM, uncertainty deal can be reached, detail on pensions, closing GM stock price)

By Jui Chakravorty Das and Kevin Krolicki

NEW YORK/DETROIT, Oct 28 (Reuters) - General Motors Corp GM.N has asked the U.S. government for roughly $10 billion in an unprecedented rescue package to support its acquisition of Chrysler LLC from Cerberus Capital Management [CBS.UL], sources familiar with the talks said.

The government funding would include roughly $3 billion in exchange for preferred stock in a merged automaker, according to one of the sources, who was not authorized to discuss the matter publicly.

The request for federal aid has been led by GM, a second person familiar with the matter said on Tuesday. The automaker's chief executive, Rick Wagoner, has been in Washington in recent days to lobby administration officials.

GM has been in talks with Cerberus about buying Chrysler since last month, but the discussions have been snagged by difficulty in securing investment or financing at a time when credit is tight and global auto sales are rapidly declining, others close to the talks have said.

A decision by the Bush administration to provide the government's first funding for the auto sector since the $1.5 billion bailout of Chrysler in 1980 has been widely seen as the merger's best chance for success.

The merger discussions have remained fluid and there was no guarantee the government would provide the support needed to facilitate the merger, a third person briefed on the talks said.

An injection of $3 billion in equity to support a GM acquisition of Chrysler would be roughly equivalent to the current, depressed value of the top U.S. automaker.

It would also give U.S. taxpayers a large and potentially risky stake in the turnaround of a struggling auto industry that employs more than 350,000 American workers.

Analysts say GM, Chrysler and Ford Motor Co (F.N) have been driven to the brink of failure by a combination of management missteps, slowing global growth and problems in credit markets.

In addition to taking a stake in what would be the world's largest automaker by volume, the U.S. government is also being asked to provide other financial support, including a credit line that would help relieve liquidity pressure that would add up to nearly $10 billion, the first source said.

GM, Cerberus and Chrysler had no comment.

In recent days, GM has focused on detailing Chrysler's pension obligations, sources close to the talks have said. While those considerations are reflected in its request for government aid, the automaker has not suggested a transfer of those obligations to the government, a person familiar with that aspect of the talks said late Tuesday.

Chrysler said separately on Tuesday that it was offering white-collar workers up to $75,000 cash and vehicle vouchers valued at $25,000 as part of its effort to slash 5,000 jobs. [ID:nN28415467]

TOO BIG TO FAIL?