Exhibit 10
    (iii) 51.


EXHIBIT
   A





THE IT GROUP,
   INC.


PROMISSORY
   NOTE





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[Amount of
   Loan]


[City,
   State]





[Month, Day,
   Year]





FOR VALUE RECEIVED,
   the undersigned (Borrower) hereby promises to pay to THE IT
   GROUP, INC. (the Company) the principal amount of $, together with interest
   (compounded semiannually) from the date hereof on the unpaid balance of such
   principal amount at the rate set forth in Section 1 hereof, on  (the Maturity Date
   ),





PROVIDED that such
   Maturity Date may be extended or accelerated pursuant to Article 7 of the IT
   Group, Inc. Executive Stock Ownership Program (the Program) and
   as summarized in Section 5 herein. Payment of the principal amount of this
   Promissory Note and interest thereon shall be made at the office of the
   Company in Monroeville, Pennsylvania or at such other location in the United
   States of America as shall be designated by the Company in writing to
   Borrower. Such payment shall be made in such coin or currency of the United
   States of America as at the time of payment is legal tender for payment of
   public and private debts.





This Promissory Note
   is being issued pursuant to the Program, for the purpose of financing the
   purchase of certain shares of securities of the Company (the Purchased
   Shares) being acquired by Borrower in accordance with the Ownership
   Guidelines as defined under the Program. Capitalized terms used but not
   otherwise defined in this Promissory Note that are defined in the Program
   shall have the meanings specified in the Program.





1.    INTEREST.
       Interest shall accrue on the unpaid principal
   balance of the Promissory Note at the applicable federal rate in effect on
   , 199, which was  percent (%) per annum, compounded semiannually. Such interest
   shall be payable only on the Maturity Date or upon acceleration of this
   Promissory Note pursuant to Section 4 or 5 hereof.





2.    FULL RECOURSE.
       This Promissory Note shall be the personal
   obligation of Borrower and the Company shall be entitled to full recourse
   against Borrower for performance and satisfaction of all obligations of
   Borrower hereunder.





3.    COVENANTS OF
   BORROWER.    Upon receipt of the proceeds of this
   Promissory Note, Borrower shall apply all such proceeds towards the purchase
   of the Purchased Shares.





4.    VOLUNTARY
   PREPAYMENTS.    Borrower may, at his option, prepay
   at any time all or any portion of the principal amount of this Promissory
   Note then outstanding, together with any and all accrued interest thereon
   through the date of such prepayment, without premium or penalty.


EXHIBIT
   A





THE IT GROUP,
   INC.


PROMISSORY
   NOTE





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5.    ACCELERATION OF
   MATURITY DATE.





| | (a)    Termination
     of Employment of Borrower.In the event
     Borrowers employment is terminated for Cause prior to the Maturity
     Date, the outstanding interest and principal payments under this
     Promissory Note shall become immediately due and payable on the
     Termination Date. In the event Borrower terminates his or her employment
     with the Company and all affiliates voluntarily prior to the Maturity
     Date, any outstanding interest and principal payments under this
     Promissory Note shall become immediately due and payable on the
     Termination Date. Subject to Section 5(d), below, in the event Borrower
     s employment is terminated involuntarily (other than for Cause) by
     the Company or an affiliate prior to the Maturity Date, any outstanding
     interest and principal payments under this Promissory Note shall become
     due and payable no later than seven (7) months following the Termination
     Date.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (b)    Retirement
     of Borrower.In the event Borrower
     s employment terminates on or after his or her Retirement Date prior
     to the Maturity Date, any outstanding balance (including accrued and
     unpaid interest) under this Promissory Note shall become due and payable
     no later than thirteen (13) months following the Retirement
     Date.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (c)    Death or
     Disability of Borrower.In the event
     Borrower dies or becomes Permanently Disabled prior to the Maturity Date,
     any outstanding balance (including accrued and unpaid interest) under this
     Promissory Note shall become due and payable no later than thirteen (13)
     months following the date of death or the Disability Date.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (d)    Change of
     Control.    In the event an involuntary
     termination of employment, other than for Cause, occurs within 18 months
     of a Change of Control prior to Maturity Date, any outstanding balance
     (including accrued and unpaid interest) under this Promissory Note shall
     become immediately due and payable on the Termination Date.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




6.    NOTICES. 
      All notices and other communications required or permitted
   to be given under this Promissory Note shall be in writing and shall be
   deemed to have been duly given if delivered personally or by inter-office
   mail as follows, if to the Company, Corporate Secretary, The IT Group, Inc.,
   2790 Mosside Boulevard, Monroeville, PA 15146-2792; if to Borrower, at the
   address set forth at the end of this Promissory Note, or to such other
   address as either party shall have last designated by notice to the other
   party. All such notices and communications shall be deemed to have been
   received on the earlier of the date of receipt and the third business day
   after the date of mailing thereof.





EXHIBIT
   A





THE IT GROUP,
   INC.


PROMISSORY
   NOTE





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7.    AMENDMENTS.
       No amendment of this Promissory Note shall be
   effective unless in writing and signed by Borrower and the
   Company.





8.    WAIVER. 
      Borrower, for himself and his legal representatives and
   successors, hereby expressly waives presentment, demand, notice, protest,
   and all other demands or notices in connection with the delivery,
   acceptance, endorsement, performance, default, or enforcement of this
   Promissory Note.





9.    NO SET-OFF.
       This Promissory Note is not subject to set-off for
   any amounts for any reason.





10.    EFFECT OF DELAY
   OR OMISSION.    No delay or omission of the Company
   in exercising any right or remedy hereunder shall constitute a waiver of any
   such right or remedy.





11.    COSTS OF
   COLLECTION.    Borrower will pay all costs and
   expenses of collection, including reasonable attorneys fees, incurred
   or paid by the Company in enforcing this Promissory Note or its rights under
   the Pledge Agreement or the obligations hereby or thereby evidenced, to the
   extent permitted by law.





12.    GOVERNING
   LAW.    This Promissory Note, shall be governed by
   and construed and enforced in accordance and with the laws of the State of
   Delaware, without regard to the application of the conflicts of law
   provisions thereof.





13.    HEADINGS.
       The section and paragraph headings hereof are for
   convenience of reference only and shall not be deemed to construe or affect
   the meaning of any of the provisions hereof.





IN WITNESS WHEREOF, Borrower has executed this Promissory Note as of
   the date first above written.





|THE IT GROUP,
     INC.                             |  | BORROWER                     
|--------------------------------------------------- |  | -----------------------------
|                                                   
|By:                                                 |  |                              
|                                                    |  | Name
     (Signature)        
|                                                   
|Title: Senior
      Vice President, Human Resources |  |                              
|                                                    |  | Street
     Address          
|                                                   
|                                                    |  |                              
|                                                    |  | City, State and Zip
     Code
|                                                   
|                                                    |  |                              
|                                                    |  | Social Security
     Number