NEW YORK - Chase Manhattan Corp. would pay $1.25 billion to J.P. Morgan & Co. or vice versa if either stood in the way of their megadeal, according to a filing with the Securities and Exchange Commission.

Last week the companies announced a $33 billion plan to combine, though the price has fallen in recent days. Chase is offering 3.7 of its shares for each share of Morgan. Chase and Morgan executives negotiated the transaction over the last month and did not use outside financial advisers.

Though the deal portrayed as a strategic partnership by executives of the companies, observers said it is clear that Chase would be in charge.

That is perhaps obvious from the code words used during the negotiations of the transaction. Morgan was referred to as "glass." Chase was known as "champ."

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