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Exhibit 10.72
IPO Option AMENDMENT TO
STOCK OPTION AGREEMENT UNDER 2003 PLAN
This Amendment, dated as of August
___, 2008, between ITC Holdings Corp. (the "Company") and the
undersigned ("Optionee"). 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;
WHEREAS, the Compensation Committee
of the Company’s Board of Directors has authorized the
Company to enter into an amendment to the Agreement on the terms
set forth herein; WHEREAS, the
Company and Optionee desire to amend the Agreement in accordance
with Section 5.6 thereof; NOW,
THEREFORE, in consideration of the premises and mutual agreements
set forth in the Agreement and this Amendment, the parties hereby
agree as follows: 1. A new
Section 1.8 is added to the Agreement, which shall read in its
entirety as follows: Section 1.8. — Retirement
"Retirement" shall mean the
termination of the Optionee’s employment, by the Company or
by Optionee, on or after Optionee’s 65th birthday other than
due to death, Permanent Disability or termination by the Company
for Cause. 2. The preamble to
Section 3.1(a) of the Agreement is amended and restated in its
entirety as follows: (a) So long as
the Optionee continues to be employed by the Company or any of its
Subsidiaries or Affiliates, or in the event Optionee’s
employment terminates due to Retirement, the Option shall become
exercisable pursuant to the following schedule:
3. Paragraphs (b) and
(c) of Section 3.1 of the
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