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AMENDMENT TO
MANAGEMENT STOCKHOLDER’S AGREEMENT
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”).
WHEREAS, the
Company and Optionee have entered into one or more stock option
agreements or restricted stock agreements to document option or
restricted stock grants made to Optionee under the Company’s
2003 Amended and Restated Stock Purchase and Option Plan for Key
Employees;
WHEREAS, the
Compensation Committee of the Company’s Board of Directors
has authorized the Company to enter into an amendment to the MSA on
the terms set forth herein and also to modify such stock option
agreements and restricted stock agreements;
WHEREAS, the
Company and Optionee desire to amend the MSA in accordance with
Section 18 thereof and are contemporaneously amending such
stock option agreements and restricted stock agreements;
NOW, THEREFORE, in
consideration of the premises and mutual agreements set forth in
the MSA and this Amendment, the parties hereby agree as
follows:
1. Clause
(ii) of Section 6(a) of the MSA is amended and restated in its
entirety as follows:
(ii) the
Management Stockho
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