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AMENDMENT TO
RESTRICTED STOCK AWARD AGREEMENTS UNDER 2006 LTIP
This Amendment,
dated as of August
, 2008, between ITC Holdings Corp. (the “Company”) and
the undersigned (“Employee”).
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;
WHEREAS, the
Compensation Committee of the Company’s Board of Directors
has authorized the Company to amend the Agreements on the terms set
forth herein;
WHEREAS, the
Company and Employee desire to amend the Agreement in accordance
with Section 14 thereof;
NOW, THEREFORE, in
consideration of the premises and mutual agreements set forth in
the Agreements and this Amendment, the parties hereby agree as
follows:
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1.
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Section 2 of the Agreements is
amended and restated in its entirety as follows:
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(a) So long as the
Employee continues to be employed by the Company or its
Subsidiaries, the Restricted Stock shall become 100% vested and
non-forfeitable upon the earliest to occur of (i) the fifth
anniversary of the Grant Date (the “Vesting Date”),
(ii) the Employee ceasing to be employed due to
Employee’s death or Disability,
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