0000950152-08-006645 Sample Contracts

AMENDMENT TO RESTRICTED STOCK AGREEMENT UNDER 2003 PLAN
Restricted Stock Agreement • August 19th, 2008 • ITC Holdings Corp. • Electric services

WHEREAS, the Company and Grantee have entered into a restricted stock agreement (the “Stock Agreement”) to document a restricted stock grant made to Grantee under the Company’s 2003 Amended and Restated Stock Purchase and Option Plan for Key Employees;

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STOCK OPTION AGREEMENT
Stock Option Agreement • August 19th, 2008 • ITC Holdings Corp. • Electric services • Michigan

THIS AGREEMENT, dated as of August 13, 2008 (the “Grant Date”), is made by and between ITC Holdings Corp., a Michigan corporation (the “Company”), and 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 Amended and Restated 2006 Long Term Incentive Plan (the “Plan”).

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 19th, 2008 • ITC Holdings Corp. • Electric services • Michigan

THIS AGREEMENT (the “Agreement”) is made effective as of August 13, 2008 (the “Grant Date”), between ITC Holdings Corp., a Michigan corporation (hereinafter called the “Company”), and 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 Amended and Restated 2006 Long Term Incentive Plan (the “Plan”).

AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS UNDER 2006 LTIP
Restricted Stock Award Agreement • August 19th, 2008 • ITC Holdings Corp. • Electric services

WHEREAS, the Company and Employee have entered into one or more Restricted Stock Award Agreements (the “Agreements”) to document restricted stock grant(s) made to Employee under the Company’s 2006 Long Term Incentive Plan;

AMENDMENT TO STOCK OPTION AGREEMENT UNDER 2003 PLAN
Stock Option Agreement • August 19th, 2008 • ITC Holdings Corp. • Electric services

WHEREAS, the Company and Optionee have entered into a stock option agreement (the “Agreement”) to document an option grant made to Optionee under the Company’s 2003 Amended and Restated Stock Purchase and Option Plan for Key Employees at the time of the Company’s initial public offering;

AMENDMENT TO STOCK OPTION AGREEMENTS UNDER 2006 LTIP
Stock Option Agreement • August 19th, 2008 • ITC Holdings Corp. • Electric services

WHEREAS, the Company and Optionee have entered into one or more Stock Option Agreements (the “Agreements”) to document option grant(s) made to Optionee under the Company’s 2006 Long Term Incentive Plan;

AMENDMENT TO MANAGEMENT STOCKHOLDER’S AGREEMENT
Management Stockholder’s Agreement • August 19th, 2008 • ITC Holdings Corp. • Electric services

This Amendment, dated as of August ___, 2008, to the Management Stockholder’s Agreement, as amended (the “MSA”), between ITC Holdings Corp. (the “Company”) and the undersigned (“Optionee”).

AMENDMENT TO STOCK OPTION AGREEMENT UNDER 2003 PLAN
Stock Option Agreement • August 19th, 2008 • ITC Holdings Corp. • Electric services

WHEREAS, the Company and Optionee have entered into a stock option agreement (the “Agreement”) to document the first option grant made to Optionee under the Company’s 2003 Amended and Restated Stock Purchase and Option Plan for Key Employees;

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