Chrysler LLC's first-lien lenders are preparing a counter-offer for the U.S. Treasury that might include equity in a Chrysler-Fiat alliance and some cash in exchange for abandoning their claim to some $7 billion in debt, sources with knowledge of the matter said.

The Chrysler lenders are considering a response after being briefed on key issues in the struggling automaker's turnaround plans, including the proposed capital structure of an alliance between Chrysler and Fiat SpA , the sources said.

That information was provided to the Chrysler creditors on Sunday, about two weeks after the creditors rejected a government request to write off $6 billion of the amount they are owed, the sources said.

The sources, who declined to be identified because the talks are confidential, said the counter-offer could come in a few days.

The lending banks include JPMorgan Chase & Co , Goldman Sachs Group , Morgan Stanley and Citigroup .

(Editing by Brian Moss)

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