$395.8 Million Out of Daimler Deal or those who needed more proof about who is buying whom, the $395.8 million in cash and DaimlerChrysler stock to be divided among Chrysler Corp.'s top 30 executives should be sufficient.

Among the details set forth in a 143-page filing with the U.S. Securities and Exchange Commission are the reasons why Chrysler Chairman Robert J. Eaton saw this as an offer he couldn't refuse. Mr. Eaton receives $3.7 million in cash and $66.2 million in DaimlerChrysler (DCX) stock upon shareholder approval - expected Sept. 18. In addition, he will receive options on 2.3 million shares of the new company's stock. Some of those he can cash in after six months. The rest are exercisable after 12 months.

And if something goes wrong? Not to worry. If he is fired within two years, he qualifies for a "golden parachute" of $24.4 million.

President Thomas T. Stallkamp and retired Vice Chairman Robert A. Lutz receive $1.5 million and $1.3 million in upfront cash, respectively, and DCX stock grants worth $23.5 million and $25.7 million, respectively. In addition, Mr. Lutz can gain on the appreciation on 683,380 more DCX shares, providing he holds them the required six or 12 months. Mr. Stallkamp will have a similar potential gain on 379,384 shares.

Even for those ranking between sixth and 30th on the Chrysler totem pole, the average payout in cash and stock is a whopping $9.1 million.

The disparity between management pay at Chrysler and Daimler-Benz AG will continue after the merger. The SEC filing makes clear that the combined company will have two pay scales, and Chrysler's will be considerably more lucrative.

For example, last year Mr. Eaton took home about $6 million in salary, bonus and other compensation, while Daimler Chairman Juergen Schrempp earned about $750,000, although the company doesn't disclose all forms of compensation.