DynCorp yesterday said it will pay Chairman Jorge E. Carnicero $5.5 million to drop a merger agreement with the company if it decides to sign one with a management group led by company President Dan R. Bannister.

DynCorp's board met yesterday to consider the $262 million offer made last week by a group led by Bannister, but appeared to reach no conclusion.

Last Tuesday, the day after Bannister made his offer, the board gave Carnicero's group five days to increase its own $256.5 million bid.

But Carnicero, who earlier had signed a merger agreement with the company, has not responded.

Carnicero could not be reached yesterday for comment on whether he will make another offer for DynCorp.

The $5.5 million payment was contingent on Carnicero getting a financing commitment for his bid from a major bank by Jan. 15 and on the company finding the commitment "reasonably acceptable." Yesterday DynCorp said it had found the financing acceptable.

Even if the board accepts the Bannister group's offer, Carnicero and his backer, Synergy Group Holdings Inc., or another company still would be free to make another offer for the McLean professional services company.

Carnicero and Bannister have been locked in a battle for control of the company since last October.

Bannister came in with his fourth bid last week to upset Carnicero's merger agreement. Bannister and his group, DME Holdings Inc., own nearly 5 percent of DynCorp.

They are offering to pay shareholders $24.25 in cash for each share up to 50 percent of the 10.8 million shares outstanding.

For each of the remaining shares, shareholders would receive $8.82 in cash and a combination of $10.45 worth of DME debentures and $4.98 worth of preferred DME stock.

Carnicero's offer is a complex cash and securities transaction worth about $23.25 per share.

DynCorp stock closed yesterday on the New York Stock Exchange at $18.37, up 50 cents.