EMPLOYMENT AGREEMENT [Executive Name]

Exhibit 10.83

EMPLOYMENT AGREEMENT
[Executive Name]

          This EMPLOYMENT AGREEMENT (the “ Agreement ”) is dated as of December 1, 2008 (the “ Effective Date ”) by and between ITC Holdings Corp. (the “ Company ”) and                      , (the “ Executive ”).

          WHEREAS, the Executive and the Company currently are parties to an employment agreement dated as of May 10, 2005 governing the terms of the Executive’s employment with the Company (the “Prior Employment Agreement”);

          WHEREAS, the Company and the Executive desire to modify certain provisions of the Prior Employment Agreement and otherwise update them to reflect the provisions of the final regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

          NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, and intending to be legally bound hereby, the parties agree as follows:

          1. Term of Employment . Subject to the provisions of Section 7 of this Agreement, Executive shall be employed by the Company, International Transmission Company and any of their subsidiaries and/or affiliates that the Board of Directors of the Company (the “ Board ”) shall designate (collectively, the “ Employer ”) for an initial period commencing on the Effective Date and ending on May 10, 2009 on the terms and subject to the conditions set forth in this Agreement; provided , however , that such period of employment shall automatically be extended for successive one-year periods unless the Employer or Executive, at least thirty (30) days prior to the end of any such period, provides written notice to the other party of the intent not to extend such period of employment for any additional one-year period. For purposes of this Agreement, the term “ Employment Term ” shall mean the period of time during which Executive is employed by Employer under this Agreement.

          2. Position .

                    a. During the Employment Term, Executive shall serve as the Employer’s                      . In such position, Executive shall have such duties and authority as the Chief Executive Officer of the Employer (the “ Chief Executive Officer ”) determines from time to time. If requested, Executive shall also serve as a member of the Board without additional compensation.

                    b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Chief Executive Officer; provided that nothing herein shall preclude Executive, subject to the prior approval of the Chief Executive Officer, from

accepting appointment to or continue to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 8 of this Agreement.

          3. Base Salary . During the Employment Term, the Employer shall pay Executive a base salary at the annual rate of $___, payable in regular installments in accordance with the Employer’s normal payroll practices. Executive’s base salary shall be reviewed annually by the Board and Executive shall be entitled to such increases in Executive’s base salary, if any, as may be determined from time to time in the sole discretion of the Board. Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “ Base Salary ”.

          4. Annual Bonus . During the Employment Term, Executive shall be eligible to earn an annual bonus award in respect of each fiscal year of Employer (an “ Annual Bonus ”), payable upon the Employer’s achievement of certain performance targets established by the Board pursuant to the terms of an incentive compensation plan established by the Board (the “ Incentive Plan ”). Executive’s target Annual Bonus for each fiscal year of Employer shall be that percentage of the Executive’s Base Salary as the Board may establish from time to time (the “ Target Bonus ”), but shall generally be one hundred percent (100%) of Executive’s Base Salary. The foregoing notwithstanding, any Annual Bonus to which Executive is entitled shall be paid no later than two and a half (2-1/2) months after the later of the end of the fiscal or calendar year in which such Annual Bonus is no longer subject to a substantial risk of forfeiture (as defined under Code Section 409A and the regulations promulgated thereunder).

          5. Employee Benefits and Perquisites; Business Expenses .

                    a.  Employee Benefits . During the Employment Term, Executive shall be entitled to participate in the Employer’s employee benefit and retirement plans (the “ ITC Plans ”) as in effect from time to time as determined by the Board, which provide certain benefits (collectively the “ Employee Benefits ”) to Executive, including the following plans: (a) welfare benefit plans (including active medical, life, disability, flexible spending accounts and other related welfare plans); (b) fringe benefit plans (including education assistance and adoption assistance); (c) retiree welfare benefit plans (medical and life insurance); (d) qualified and non-qualified defined benefit and defined contribution plans; and (e) vacation plans (except that there shall be limitations set on the amount of vacation that Executive may carry forward from any given calendar year to the next), but excluding absence bank plans.

                    b.  Perquisites . During the Employment Term, Executive shall also be entitled to receive such perquisites as are generally provided to executives of the Employer from time to time, as determined by the Board (or a compensation committee thereof).

                    c.  Business Expenses . During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by the Employer in accordance with the Employer’s policies; provided that such reimbursement shall in any event occur no later than ninety (90) days after the date on which an eligible business expense is incurred.

          6. Equity Participation . Executive’s equity participation in the Company has been documented pursuant to some or all of the 2003 Stock Purchase and Option Plan for Key Employees of the Company and its Subsidiaries and the associated Management Stockholder’s Agreement, the Amended and Restated ITC Holdings Corp. 2006 Long Term Incentive Plan and the associated Amendment to Management Stockholder’s Agreement, and in one or more Stock Option, Restricted Stock Award and Sale Participation Agreements associated therewith, each as executed by the Executive, the Company, and its shareholders, as applicable (such documents, collectively, the “ Equity Documents ”). The Company and Executive each acknowledges that the terms and conditions of the aforementioned documents govern Executive’s acquisition, holding, sale or other disposition of Executive’s equity in the Company, and Executive’s and the Company’s rights with respect thereto.

          7. Termination . Executive’s employment hereunder may be terminated by either party at any time and for any reason, subject to the applicable provisions of this Section 7; provided that Executive will be required to give the Employer at least 30 days advance written notice of any resignation of Executive’s employment; and provided , further , that the Employer will be required to give Executive at least ten (10) business days advance notice of a termination of Executive’s employment by the Employer without Cause (other than in the event of Executive’s Disability) (the “Company Notice Period”), unless the Employer provides Executive with a payment equal to the Base Salary that would otherwise be payable in respect of any portion of the Company Notice Period which the Employer elects to waive. Notwithstanding any other provision of this Agreement (and except as may otherwise be provided in the Equity Documents), the provisions of this Section 7 shall exclusively govern Executive’s rights upon termination of employment with the Employer.

                    a.  By the Employer For Cause or By Executive Resignation Without Good Reason .

               (i) Executive’s employment hereunder may be terminated by the Employer for Cause (as defined below) and shall terminate automatically upon Executive’s resignation without Good Reason.

               (ii) For purposes of this Agreement, “ Cause ” shall mean (A) Executive’s continued failure substantially to perform Executive’s duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 10 days following written notice by the Employer to Executive of such failure, (B) dishonesty in the performance of Executive’s duties hereunder, (C) Executive’s conviction of, or plea of nolo contendere to a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude, (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties hereunder or any act or omission which is injurious to the financial condition or business reputation of the Employer or affiliates or (E) Executive’s breach of the provisions of Sections 8 or 9 of this Agreement.

               (iii) If Executive’s employment is terminated by the Employer for Cause or if Executive resigns without Good Reason (other than due to a Disability (as such term is defined below)), Executive shall be entitled to receive:

               (A) any Base Salary earned through the date of termination, payable in a lump sum at such time as the Base Salary would otherwise be payable in accordance with the normal payroll practices of the Employer;

               (B) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year, payable in a lump sum at such time as such Annual Bonus would normally be paid under the Incentive Plan as provided in Section 4 hereof;

               (C) reimbursement for any unreimbursed business expenses properly incurred by Executive through the date of termination, payable at such time(s) and in accordance with the Employer’s policy prior to the date of Executive’s termination; provided that such reimbursement shall in any event occur no later than ninety (90) days after the date on which an eligible business expense is incurred; and

               (D) such Employee Benefits, if any, as to which Executive may be entitled under the applicable ITC Plans upon termination of employment hereunder (the payments and benefits described in clauses (A) through (D) hereof being referred to, collectively, as the “ Accrued Rights ”).

Following such termination of Executive’s employment by the Employer for Cause or resignation by Executive, except as set forth in this Section 7(a) (iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

                    b.  Disability or Death .

               (i) Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Employer if Executive experiences a “ Disability ” (as such term shall be defined from time to time under Code Section 409A). Any question as to the existence of the Disability of Executive as to which Executive and the Employer cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Employer. If Executive and the Employer cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Employer and Executive shall be final and conclusive for all purposes of the Agreement.

               (ii) Upon termination of Executive’s employment hereunder for Disability or death, Executive, Executive’s then spouse, or Executive’s estate (as the case may be), shall be entitled to receive:

               (A) the Accrued Rights;

               (B) a pro rata portion of the Target Bonus (calculated based on the number of days Executive was employed hereunder during the calendar year in which the date of such termination of employment occurs, relative to the applicable full calendar year), payable in a lump sum within fifteen (15) business days after the date of such termination of employment; and

               (C) full and immediate vesting of any then unvested options to purchase shares of common stock of the Company held by Executive immediately prior to the date of such termination of employment.

Following Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b) (ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

                    c.  By the Employer Without Cause or by Executive Resignation for Good Reason .

               (i) Executive’s employment hereunder may be terminated (A) by the Employer without Cause (which shall not include Executive’s termination of employment due to his Disability) or (B) or by Executive for Good Reason (as defined below).

               (ii) For purposes of this Agreement, “ Good Reason ” shall mean (A) a greater than 10% reduction in the total value of Executive’s Base Salary, Target Bonus, and Employee Benefits; (B) Executive’s job responsibility and authority are substantially diminished; and (C) Executive’s work location is relocated to more than fifty (50) miles from Novi, Michigan or Ann Arbor, Michigan; and provided, further, that “ Good Reason ” shall cease to exist for an event unless:

               (D) no later than the 60 ^th day following the initial existence of such Good Reason condition, Executive has given the Employer written notice thereof ;

               (E) the Employer is afforded a period of thirty (30) days to remedy the condition; and

               (F) in the absence of any such remedy, the Executive terminates employment within one hundred eighty (180) days following the end of the cure period described in (E) above.

               (iii) If Executive’s employment is terminated by the Employer without Cause (other than by reason of death or Disability) or by Executive for Good Reason, subject to Executive’s execution of a release of all claims against Employer, Executive shall be entitled to receive:

               (A) the Accrued Rights;

               (B) a pro rata portion of the Target Bonus (calculated based on the number of days Executive was employed hereunder during the calendar

year in which the date of such termination of employment occurs, relative to the full calendar year), payable based upon the Employer’s actual achievement of the performance targets for such year as determined under and at the time that such an Annual Bonus (if any) would normally be paid as set forth in Section 4 hereof;

          (C) continued payment in substantially equal installments, in accordance with the normal payroll practices of Employer, for a period of two (2) years following the date of termination of Executive’s employment hereunder (the “ Severance Period ”), of the Executive’s annual rate of Base Salary as in effect immediately prior to such termination (such aggregate amount, the “ Severance Payment ”); provided that in the event Executive is a “specified employee” within the meaning of Code Section 409A and in accordance with the involuntary “separation pay plan” exception under the Code Section 409A regulations, the total of all amounts paid to Executive within the first six (6) months following such termination pursuant to the provision shall not exceed two times the lesser of (I) the sum of the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Employer for the calendar year preceding the calendar year in which the termination occurs (adjusted for any increase during that year that was expected to continue indefinitely, if the Executive had not terminated), or (II) the Code Section 401(a)(17) limit on compensation for the calendar year in which the Executive terminates. To the extent a portion of the Severance Payment exceeds such limitation, the payment shall not commence until the first business day following the date that is six months after the date of termination of Executive’s employment hereunder (the period during which such payments may be limited under Code Section 409A, the “ 409A Period ”), at which time Employer shall (III) pay to Executive, in one lump sum, an amount equal to the portion of the Severance Payment that would otherwise have been payable during the 409A Period, and (IV) thereafter continue to pay the remaining unpaid portion of the Severance Payment in accordance with the normal payroll practices of Employer through the end of the Severance Period as otherwise provided in this Section 7(c)(iii)(C) above;

          (D) continued provision, during the Severance Period, of the applicable Employee Benefits that are health and welfare benefits (including health insurance as required to be provided by the Employer pursuant to the Consolidated Omnibus Budget Reconciliation Act), to be provided by the Employer at the same cost(s) to Executive as paid by other executives of the Employer during such time; provided, that such coverage may be provided through the Employer’s purchase of individual insurance policies if the Employer’s group healthcare programs cannot provide the continuing coverage described herein or cannot do so on a non-discriminatory basis for tax purposes;

          (E) in addition to the benefits provided under subsection (D) above, Executive shall, regardless of Executive’s age or number of