DynCorp's board yesterday approved a $262 million takeover of the McLean-based government contractor by a group led by DynCorp President Dan R. Bannister, wresting the company away from a $256.5 million offer by company Chairman Jorge Carnicero.

Groups led by Bannister and Carnicero have been exchanging bids for the company since October.

Carnicero will step down as chairman of DynCorp and become a consultant to the company, he and Bannister said in separate interviews yesterday. Both men said that there has been no acrimony between them.

"There has not been a fierce battle between Jorge and I, never has," Bannister said. "We have worked together for 35 years, and along with other people, we have helped build the company that exists here today."

Carnicero said the offer made by Bannister's group, DME Holdings Inc., was "qualitatively and quantitatively ... the right picture."

Under the merger agreement accepted by DynCorp's board yesterday, the company's shareholders will receive $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 will receive $8.82 in cash and a combination of $10.45 worth of DME debentures and $4.98 worth of preferred stock.

DynCorp stock closed yesterday on the New York Stock Exchange at $18.87, up 50 cents.

Carnicero, who led an investor group that was backed by Synergy Group Inc., a New Jersey propane distribution company, had previously signed a merger agreement with DynCorp under which the company's shareholders would have received a complicated cash and securities package worth $23.25 per share.

But on Jan. 11, Bannister made his fourth bid for the company and the board gave Carnicero and Synergy five days to beat Bannister's offer or be paid a "topping fee" of $5.5 million. Carnicero and Synergy decided not to make a counteroffer, and the company accepted DME's offer yesterday.

Bannister and Carnicero said that among other things, they hoped to avert a hostile takeover attempt by Miami financier Victor Posner, who owns slightly more than 1 million shares, or 9 percent, of DynCorp stock. "His presence as a stockholder forced us to focus on how vulnerable we were," Bannister said.

A Posner spokeswoman said yesterday she was unaware of the merger agreement and had no comment on Posner's plans.

In an interview yesterday, Bannister said the merger agreement gives employees and top managers an opportunity to own a piece of the company and participate directly in molding its strategy and growth.