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                                                                Exhibit 10(iii)9

                              THE IT GROUP, INC.

                      INCENTIVE STOCK AND ESCROW AGRREMENT

                           2000 STOCK INCENTIVE PLAN

     This INCENTIVE STOCK AND ESCROW AGREEMENT (this "Agreement") is entered
into as of ________  ___, 200_ by and between a Delaware corporation (the
"Company"), and `First' `Last' ("Employee").  Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them in the Plan
(as such term is hereinafter defined).

                                    RECITALS

     The Compensation Committee of the Board of Directors, which administers the
Company's 2000 Stock Incentive Plan (the "Plan"), has granted to Employee on
______  __, 200_, as a separate inducement in connection with his or her
employment with the Company, and not in lieu of any salary or other compensation
for his or her services, an award (the "Incentive Stock Award") to purchase
restricted shares of Common Stock, $.01 par value, of the Company (the "Common
Stock") on the terms and conditions set forth herein.

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants set forth herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

          1.  Grant Incentive Stock
              ---------------------

          The Company hereby grants to Employee, and Employee hereby acquires
          from the Company `Stock' shares of restricted Common Stock (the
          "Shares"). By executing this Agreement, Employee hereby agrees to be
          bound by the terms of this Agreement and the Plan.

          2.  Deposit of Certificate
              ----------------------

          Concurrently with the execution hereof, Employee consents to the
          delivery to the Company, to be held in escrow by the Company, of the
          certificate or certificates evidencing the Shares and agrees to
          execute and deliver to the Company undated stock powers and other
          instruments of transfer duly executed in favor of the Company by
          Employee.  Employee acknowledges that the certificates evidencing the
          Shares will have affixed a legend including in the form of Exhibit A
          hereto.

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          3.  Vesting
              -------

          Subject to earlier vesting pursuant to Paragraph 4(c) or Paragraph 13
          hereof, the Shares shall be subject to the restrictions set forth in
          Paragraph 4 hereof until the Shares fully vest.  Twenty-five (25%)
          percent of the Shares awarded shall vest and the restrictions thereon
          shall terminate  January 1 each year through [2004], commencing
          January 1, [2001].

          The period during which some or all of the Shares are subject to such
          restrictions is referred to as the "Restricted Term."

          4.   Restrictions on Transfer; Repurchase of Incentive Stock
               -------------------------------------------------------

          (a)  Except as expressly allowed by the Plan, during the term the
               Shares may not be sold, assigned, transferred, hypothecated or
               otherwise disposed of or encumbered, other than by will or by the
               laws of descent and distribution, and are subject to forfeiture
               to the Company as set forth herein.

          (b)  In the event of the termination of the employment of Employee
               with the Company or any subsidiary of the Company for any reason
               other than those contemplated by Paragraph 4(c), unless the
               Restricted Term has expired prior to such termination of
               employment, the Shares that are not then vested shall be
               forfeited to the Company for no consideration and Employee shall
               automatically cease to have any rights in and to the Shares.

          (c)  If Employee (i) ceases to be an employee of the Company due to
               his retirement in accordance with the Company's then applicable
               retirement policy and practices or (ii) shall have a Permanent
               Disability or die while an employee of the Company, the
               conditions imposed on the Shares related to continuous employment
               of the Employee set forth in Paragraph 3 shall be deemed to have
               been satisfied. Any unvested Shares shall thereupon vest and the
               restrictions thereon shall terminate. "Permanent Disability"
               shall mean the inability in engage in any substantial gainful
               activity by reason of any medically determinable physical or
               mental impairment which can be expected to result in death or
               which has lasted or can be expected to last for a continuous
               period of not less than twelve (12) months. Employee shall not be
               deemed to have a Permanent Disability until proof of the
               existence thereof shall have been furnished to the Committee (as
               such term is defined in Paragraph 7 hereinafter) in such form and
               manner, and at such times, as the Committee may require. Any
               determination by the Committee that Employee does or does not
               have a Permanent Disability shall be final and binding upon the
               Company and Employee.

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          5.   Voting and Other Rights
               -----------------------

               During the Restricted Term, Employee shall, except as otherwise
               provided herein, have all the rights of a stockholder with
               respect to all of the Shares, including, without limitation, the
               right to vote such Shares and the right to receive all dividends
               or other distributions, if any, with respect to such Shares.

          6.   Delivery of Certificates
               ------------------------

               Upon the termination of the Restricted Term, the Company shall
               deliver to Employee all stock certificates and related
               instruments of transfer evidencing the Shares vested pursuant to
               Paragraph 3 and all restrictions set forth in Paragraph 4 hereof
               with respect to such Shares shall terminate.

          7.   Administration of Plan
               ----------------------

               This Plan shall be administered by the Compensation Committee of
               the Board of Directors of the Company (the "Committee"). Subject
               to the provisions of this Plan, the Committee shall be authorized
               and empowered to do all things necessary or desirable in
               connection with the administration of this Plan, including,
               without limitation, the following:

               (i)    adopt, amend and rescind rules and regulations relating to
                      the Plan;

               (ii)   determine which persons are eligible to receive Incentive
                      Stock Awards and to which of such persons, if any,
                      Incentive Stock Awards shall be granted;

               (iii)  grant Incentive Stock Awards to Employees and determine
                      the terms and conditions thereof, including the number of
                      restricted shares issuable pursuant thereto;

                (iv)  determine whether, and the extent to which, adjustments
                      are required pursuant to Paragraph 11 hereof; and

                 (v)  interpret and construe the Plan and the terms and
                      conditions of all Awards granted under the Plan.

          8.   Employment Rights
               -----------------

          No provision of this Agreement or of the Incentive Stock Award
          granted hereunder shall (a) confer upon Employee any right to
          participate in any employee welfare or benefit plan or other program
          of the Company or any of its subsidiaries (other than the 2000 Plan
          pursuant to this Incentive Stock Award), (b) affect the right of the
          Company and each of its subsidiaries to terminate the employment of
          Employee (and Employee agrees that the Company and each of its
          subsidiaries may terminate the employment of Employee with or

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          without cause at any time unless Employee and the Company or such
          subsidiary are parties to a written employment agreement that
          expressly provides otherwise), (c) confer upon Employee, if Employee
          is a director of any of the Company's affiliates, any right to
          continue his or her relationship with the Company notwithstanding that
          Employee remains an employee or director of such other entity, (d) if
          Employee is a director of an affiliate of the Company, affect the
          right of the Company to discontinue its relationship with such
          Employee or Employee's employer or (e) confer upon Employee, if
          Employee is a director of the Company or any of its subsidiaries, any
          right to continue as a director of the Company or any of its
          subsidiaries, if such Employee's status as a director has otherwise
          terminated.

          9.  Confidentiality and Non-Solicitation.
              ------------------------------------

          (a)  While employed by the Company and for a period of one year after
               termination of Employee's employment, and regardless of the
               reason for termination, Employee will not:

               (i)  Solicit or induce, or attempt to solicit or induce, any
                    Customer or Prospective Customer of the Company to purchase
                    competitive services from a source other than the Company,
                    or to cease doing business with the Company.  The term
                    Customer or Prospective Customer means any customer for whom
                    Employee has performed any service or of whom Employee
                    learns during, or as a result of, employment with Company,
                    including all subsidiaries, divisions, parents and
                    affiliates thereof.

               (ii) Solicit or induce, or attempt to solicit or induce, any
                    employee of the Company to terminate employment or to become
                    employed by a Competitive Business.  The term Competitive
                    Business means environmental consulting, health and safety,
                    engineering, construction and remediation services, as well
                    as any other product or service which is competitive with
                    any product or service which is offered by the Company to
                    Customers during Employee's employment.

          (b)  Employee further agrees 1) to hold and safeguard for the benefit
               of the Company all Company Confidential Information, and 2) not
               to misappropriate, use for any other party's advantage, disclose
               or otherwise make available to any person, Company's Confidential
               Information except in the good faith performance of Employee's
               job duties to persons having a need to know such information for
               the benefit of the Company.  This obligation not to
               misappropriate or misuse Company Confidential information is not
               limited in time, and therefore continues after the termination of
               Employee's

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               employment, regardless of the reason for termination
               of employment.

          (d)  Confidential information includes, but is not limited to,
               information relating to prices and customer contract provisions;
               bid or proposal opportunities; expansion or acquisition plans;
               marketing plans and activities; inventions; litigation and
               litigation strategies; the identity of customers' contact
               persons, customer requirements; operating costs; the identities
               and performance of employees of the Company; business plans and
               strategies; policies and procedures; and other non-public
               information which is of value to the Company or to a competitor,
               regardless of whether such information is patented, patentable,
               copyrighted, or technically classifiable as a trade secret.
               Confidential Information as used in this Agreement shall also
               include the confidential information of the Company's customers,
               vendors and others who entrust such information to the Company.

     10.  Arbitration and Attorney Fees
          -----------------------------

          To the maximum extent permitted by law, all actions, proceedings,
          claims, disputes and other controversies arising out of or related
          to this Agreement, or any of the matters referenced in this
          Agreement, including the Employee's employment, including the
          termination thereof, shall be decided by binding arbitration in the
          city in which the Employee is based, or in the alternative, in the
          city in which the dispute arose, in accordance with the rules of the
          American Arbitration Association. If the Company and the Employee
          have agreed in writing to other procedures and proceedings for
          resolution of disputes, the Company may, at its election,
          consolidate any proceedings into the arbitration provided for in
          this Agreement or the arbitration provided for in this Agreement
          into any other proceedings otherwise agreed to by the Employee. The
          arbitration panel shall be empowered to award provisional (i.e.,
          injunctive) relief upon proper application, but a party shall be
          entitled, pending the appointment of all arbitrators and the
          convening of such arbitration, to seek such relief from any court
          otherwise having competent jurisdiction of such matter. In the event
          of any action or proceeding (including arbitration) to construe or
          enforce this Agreement, the prevailing party shall be entitled to
          recover its reasonable attorney fees and costs.

     11.  Adjustments in Stock
          --------------------

          If the outstanding securities of the class then subject to the Plan
          are increased, decreased or exchanged for or converted into cash,
          property or a different number or kind of securities, or if cash,
          property or securities are distributed in respect of such outstanding
          securities, in either case as a


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          result of a reorganization, merger, consolidation, recapitalization,
          restructuring, reclassification, dividend (other than a regular,
          quarterly cash dividend) or other distribution, stock split, reverse
          stock split, spin-off or the like, subject to other provisions of the
          Agreement, or if substantially all of the property and assets of the
          Company are sold, then, unless the terms of such transaction shall
          provide otherwise, the Committee shall make appropriate and
          proportionate adjustments in (a) the number and type of shares or
          other securities or cash or other property that may be acquired
          pursuant to Incentive Stock Awards theretofore granted under this
          Plan, and (b) the maximum number and type of shares or other
          securities that may be issued pursuant to Incentive Stock Awards
          thereafter granted under this Plan.

     12.  Payment of Withholding Taxes
          ----------------------------

          If the Company becomes obligated to withhold an amount (the
          "Withholding Amount") on account of any federal, state or local tax
          imposed as a result of the grant of the Shares to Employee pursuant to
          this Agreement or the expiration of the Restricted Term, including,
          without limitation, any federal, state or other income tax, or any
          F.I.C.A., state disability insurance tax or other employment tax,
          then, (a) if employee is not subject to the reporting requirements of
          Section 16 of the Securities Exchange Act of 1934 (the "Exchange
          Act"), then at the election of Employee, Employee shall either (i)
          deliver to the Company Shares necessary to equal the Withholding
          Amount when valued at the closing  market price on the New York Stock
          Exchange ("NYSE") on the trading day preceding the withholding date
          (or if the Shares are not listed on NYSE, the closing market price
          on a national securities exchange on which Common Stock of the
          Company is listed on the trading day preceding the withholding date)
          rather than at the Formula Price, or (ii) pay the Withholding Amount
          to the Company in cash or by cashier's or certified bank check
          payable to the Company. If Employee is required to file reports
          pursuant to Section 16(a) of the Exchange Act and the rules and
          regulations promulgated thereunder, then the Withholding Amount
          shall be required to be satisfied by the method set forth in clause
          (i) of this Paragraph 12, and the use of such method shall be deemed
          to have been approved by the Committee without any specific action
          or election by Employee.

     13.  Change of Control and Other Terminating Events
          ----------------------------------------------

          (a)  All restrictions upon the Shares hereunder shall terminate
               immediately prior to a Change of Control (as hereinafter
               defined), provided that no such termination shall occur (i) in
               the case of Change of Control of the type described in Paragraphs
               13(b)(ii) or 13(b)(iii) below, if a two-thirds majority of the
               Company's Board of Directors affirmatively recommends such Change
               of Control to

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               the Company's stockholders, or (ii) in the case of Change in
               Control of the type described in Paragraph 13(b)(i) or 13 (b)(v)
               below, if a two-thirds majority of the Company's Board of
               Directors approves such Change in Control.

          (b)  "Change in Control" shall mean the first to occur of the
               following events:

               (i)  any date upon which the Directors of the Company who were
                    nominated by the Board of Directors for election as
                    Directors and/or were elected by the holders of the
                    Cumulative Convertible Participating Preferred Stock of the
                    Company cease to constitute a majority of the Directors of
                    the Company; provided, however, that no individual initially
                    elected or nominated as a Director of the Company as a
                    result of an actual or threatened election contest with
                    respect to directors or any other actual or threatened
                    solicitation of proxies or consents by or on behalf of any
                    person other than the Board shall be counted as having been
                    nominated by the Board of Directors for this purpose;

               (ii) a reorganization, merger or consolidation of the Company the
                    consummation of which results in the outstanding securities
                    of any class then subject to this Agreement being exchanged
                    for or converted into cash, property and/or securities not
                    issued by the Company;

             (iii)  the acquisition of substantially all of the property and
                    assets of the Company by any person or entity;

               (iv) the dissolution or liquidation of the Company; or

               (v)  the date of the first public announcement that any person or
                    entity, together with all Affiliates and Associates (as such
                    capitalized terms are defined in Rule 12b-2 promulgated
                    under the Exchange Act) of such person or entity, shall have
                    become the Beneficial Owner (as defined in Rule 13d-3
                    promulgated under the Exchange Act) of voting securities of
                    the Company representing 35% or more of the voting power of
                    the Company; provided, however, that the terms "person" and
                    "entity," as used in this subsection (v), shall not include
                    (x) the Company, any of its subsidiaries, The Carlyle Group
                    and its Affiliates (y) any employee benefit plan of the
                    Company or any of its subsidiaries, or (z) any entity
                    holding voting securities of the Company for or pursuant to
                    the terms of any such plan.


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     14.  Notice
          ------

          Any notice to be given to the Company shall be addressed to the
          Company in care of its Secretary at its principal office, or such
          other address as the Company may hereinafter designate in writing to
          Employee, and any notice to be given to the Employee shall be
          addressed to him or her at the address given beneath his or her
          signature hereto, or at such other address as Employee may hereafter
          designate in writing to the Company.  Any such notice shall have been
          duly given when enclosed as aforesaid, registered or certified, and
          deposited, postage and registration or certification fee prepaid, in a
          post office or branch post office regularly maintained by the United
          States Government.

     15.  Stock Incentive Plan
          --------------------

          This Agreement and the Shares are subject to all of the terms and
          conditions of the Plan as the same shall be amended from time to time
          in accordance with the terms thereof, as the same may be amended from
          time to time; provided, however, that no such amendment shall deprive
          Employee, without his or her consent, of the Shares or of any of
          Employee's rights under this Agreement provided that no such consent
          shall be required if the Committee determines in its sole discretion
          and prior to the date of any Change of Control that such amendment
          either (a) is required or advisable in order for the Company, the Plan
          or this Agreement to satisfy any law or regulation or to meet the
          requirements of any accounting standard, or (b) is not reasonably
          likely to significantly diminish the benefits provided under this
          Agreement, or that any such diminishment has been adequately
          compensated.  The interpretation and construction by the Committee of
          the 2000 Plan and this Agreement and such rules and regulations as may
          be adopted by the Committee for the purpose of administering the 2000
          Plan shall be final and binding upon Employee.  Until the Shares shall
          expire, terminate or vest in full, the Company shall, upon written
          request therefor, send a copy of the 2000 Plan, in its then-current
          form, to Employee or any other person or entity then entitled to hold
          the Shares.


     16.  Severability
          ------------

          Each provision of this Agreement is severable from the others. Should
          any provision of this Agreement be found invalid or unenforceable,
          such provision shall be ineffective only to the extent required by
          law, without invalidating the remainder of such provision or the
          remainder of this Agreement; provided, however, should the
          consideration received by Employee for any particular provision of
          this Agreement be found legally inadequate, Employee agrees to return
          all consideration received by reason


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          of this Agreement. The terms and conditions set forth herein shall
          survive the termination of this Agreement.

     17.  Laws Applicable to Construction
          -------------------------------

          This Agreement has been executed and delivered the day and year first
          above written, and this Agreement shall be construed and enforced in
          accordance with the laws of the State of Delaware.


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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized representative, and the Employee has hereunto set his or her
hand on the day and year first above written.


EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE OR SHE HAS READ AND UNDERSTOOD AND
AGREES TO ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING SECTIONS 8-10 and 16).
UNLESS OTHERWISE EXTENDED BY THE COMPANY, THE COMMON STOCK GRANTED IN THIS
AGREEMENT WILL BE DEEMED WITHDRAWN UNLESS EMPLOYEE RETURNS A SIGNED COPY OF THIS
AGREEMENT WITH SIXTY (60) DAYS OF THE DATE OF GRANT.


THE IT GROUP, INC.                           EMPLOYEE:

By:
   ----------------------------------        ----------------------------------
   James G. Kirk                             (First)    (Last)
   Sr. Vice President, General Counsel
   And Secretary

The undersigned spouse of the Employee
                                             ----------------------------------
                                             (Street)

Hereby consents to the terms and provisions
of this Incentive Stock Agreement as of      ----------------------------------
the day and year first above written.        (City), (State)  (Zip)


(Spouse)
                                             ----------------------------------
                                             (SS No.)


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                                   EXHIBIT A

     The securities represented by this Certificate are subject to the terms and
provisions, including certain restrictions on transfer and encumbrance, of that
certain Incentive Stock and Escrow Agreement dated as of [January 1], 200_, by
and between The IT Group, Inc., a Delaware corporation (the "Company"), and the
holder of the shares of common stock represented by this Certificate, a copy of
which is available for inspection at the executive offices of the Company.













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