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                                                               EXHIBIT 10(iii)49

                              THE IT GROUP, INC.
                     RESTRICTED STOCK AND ESCROW AGRREMENT


         This RESTRICTED STOCK AND ESCROW AGREEMENT (This "Agreement") is
entered into as of January 2, 2001 by and between a Delaware corporation (the
"Company"), and _________________________ ("Employee").

                                   RECITALS

         WHEREAS, the Company has adopted the 1996 Stock Incentive Plan (the
"Plan") under which eligible employees may be issued an award (the "Restricted
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;
and

         WHEREAS, the Compensation Committee of the Board of Directors, has
determined that its interests will be advanced by the issuance to the Employee
of a restricted stock award which is not issued under any plan but which for all
purposes of interpretation and administration shall be treated as if granted
under the Plan; and

         WHEREAS, these awards were not granted under any plan but for all
purposes of interpretation and administration shall be treated as if granted
under the Plan, and capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Plan (as such term is
hereinafter defined).

         NOW THEREFORE, by executing this Restricted Stock and Escrow Agreement
and for and in consideration of these premises, Employee agrees that this
Agreement shall be treated, interpreted and administered as if granted under the
Plan, that all terms not defined in this Agreement shall have the meaning
provided for under the Plan and, Employee further agrees as follows:

                                   AGREEMENT

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

         1.  Grant Restricted Stock
             ----------------------
             The Company hereby grants to Employee, and Employee hereby acquires
             from the Company ___________ shares of restricted Common Stock (the
             "Shares").
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         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 may have affixed a legend including in the form of
             Exhibit A hereto.

         3.  Vesting
             -------
             Subject to earlier vesting pursuant to Paragraph 4(c) or Paragraph
             11 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 2 each year through
             ____, commencing January 2, ____.

             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 Restricted Stock
             --------------------------------------------------------
             (a)    During the Restricted 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 shall be forfeited to
                    the Company for 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 thereafter 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
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                    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.

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

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

             (ii)   determine whether, and the extent to which, adjustments are
                    required pursuant to Paragraph 9 hereof; and

             (iii)  interpret and construe the Agreement.

         8.  Effect on Participant's Continued Employment
             --------------------------------------------
             Employee's right, if any, to continue to serve the Company and its
             subsidiaries as an officer or employee shall not be enlarged or
             otherwise affected by the Restricted Stock Award, nor shall such
             grant in any way restrict the right of the Company or any of its
             subsidiaries to terminate Employee's employment at any time.

         9.  Adjustments in Stock
             --------------------
             If the outstanding securities of the class then subject to this
             Agreement 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 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
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             otherwise, the Committee shall make appropriate and proportionate
             adjustments to the Shares.

         10. 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
             10, and the use of such method shall be deemed to have been
             approved by the Committee without any specific action or election
             by Employee.

         11. 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 11(b)(ii) or 11(b)(iii) below, if a two-thirds
                    majority of the Company's Board of Directors affirmatively
                    recommends such Change of Control to the Company's
                    stockholders, or (ii) in the case of Change in Control of
                    the type described in Paragraph 11(b)(i) or 11(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)    the Directors of the Company who were nominated by
                           the Board of Directors for election as Directors
                           cease to constitute a majority of the Directors of
                           the Company;

                    (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
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                           or converted into cash, property 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 first public announcement that any person or
                           entity, together with all Affiliates and Associates
                           (as such 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, or The Carlyle
                           Group or 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.

         12. 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.

         13. Authority
             ---------
             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, but no such amendment
             shall adversely affect the Employee's rights under this Agreement.
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         14. Laws Applicable to Construction
             -------------------------------
             This Agreement has been executed and delivered the day and year
             first above written at Pittsburgh, Pennsylvania, and this Agreement
             shall be construed and enforced in accordance with the laws of the
             State of Delaware.

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.

THE IT GROUP, INC.                          EMPLOYEE:

By:  ___________________________            ______________________________

Title: _________________________            ______________________________

                                            ______________________________

                                            ______________________________

                                            The undersigned spouse of the
                                            Employee hereby consents to the
                                            terms and provisions of this
                                            Restricted Stock Agreement as of
                                            the day and year first above
                                            written.

                                            ______________________________
                                            (Spouse)
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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 Restricted Stock and Escrow Agreement dated as of
_____________, 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.