0001047469-06-012035 Sample Contracts

Shares ITC HOLDINGS CORP. Common Stock UNDERWRITING AGREEMENT
ITC Holdings Corp. • September 25th, 2006 • Electric services • New York
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FORM OF WAIVER AND AGREEMENT
Waiver and Agreement • September 25th, 2006 • ITC Holdings Corp. • Electric services • Michigan

This Waiver and Agreement, dated as of the day of 2006 (this "Agreement") is being entered into by and between ITC HOLDINGS CORP., a corporation incorporated under the laws of the State of Michigan (the "Company") and the person identified on Schedule A hereto (each such person, the "Employee"). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Management Stockholder's Agreement entered into by and between the Company and the Employee (the "Stockholder's Agreement").

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