0000950124-06-001277 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 16th, 2006 • ITC Holdings Corp. • Electric services • Michigan

THIS AGREEMENT (the “Agreement”) is made effective as of November 16, 2005 (the “Grant Date”), between ITC Holdings Corp., a Michigan corporation (hereinafter called the “Company”), and [NAME], a member of the Board who is not an employee of the Company, hereinafter referred to as the “Grantee”. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan (as defined below).

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FIRST AMENDMENT TO MANAGEMENT STOCKHOLDERS’ AGREEMENT
Management Stockholders’ Agreement • March 16th, 2006 • ITC Holdings Corp. • Electric services • Michigan

THIS FIRST AMENDMENT (the “Amendment”) to the Management Stockholders’ Agreement, which is effective as of September 30, 2005, among ITC Holdings Corp., a Michigan corporation (the “Company”) and the person identified on the signature page attached hereto (the “Management Stockholder”, and such agreement, the “Stockholder’s Agreement”), is made effective as of the same day as the effective date of the Stockholder’s Agreement. This First Amendment to the terms of the Stockholder’s Agreement is effected by the Company and the Management Stockholder in accordance with the provisions of Section 18 of the Stockholder’s Agreement.

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