0000950124-06-004686 Sample Contracts

STOCK OPTION AGREEMENT [NAME]
Stock Option Agreement • August 18th, 2006 • ITC Holdings Corp. • Electric services • Michigan

THIS AGREEMENT, dated as of (the “Grant Date”), is made by and between ITC Holdings Corp., a Michigan corporation (the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary of the Company (the “Optionee”). Any capitalized terms herein but not otherwise defined shall have the meaning set forth in the Company’s 2006 Long Term Incentive Plan (the “Plan”).

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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 18th, 2006 • ITC Holdings Corp. • Electric services • Michigan

THIS AGREEMENT (the “Agreement”) is made effective as of «Grant Date» (the “Grant Date”), between ITC Holdings Corp., a Michigan corporation (hereinafter called the “Company”), and «Firstname» «MI» «Lastname», an employee of the Company or a Subsidiary of the Company, hereinafter referred to as the “Employee”. Capitalized terms not otherwise defined herein shall have the same meanings as in the 2006 Long Term Incentive Plan (the “Plan”).

AMENDMENT TO MANAGEMENT STOCKHOLDER’S AGREEMENT
Management Stockholder’s Agreement • August 18th, 2006 • ITC Holdings Corp. • Electric services

This Amendment, dated as of ___, 200_, to the Management Stockholder’s Agreement, dated as of ___(the “Agreement”), between ITC Holdings Corp., a Michigan corporation (the “Company”), and the undersigned (the “Employee”).

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 18th, 2006 • ITC Holdings Corp. • Electric services • Michigan

THIS AGREEMENT (the “Agreement”) is made effective as of [GRANT DATE] (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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