0001047469-05-018556 Sample Contracts

FORM OF WAIVER AND AGREEMENT
Waiver and Agreement • June 30th, 2005 • ITC Holdings Corp. • Electric services • Michigan

This Waiver and Agreement, dated as of the day of 2005 (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 (the “Executive”). 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 Executive (the “Stockholder’s Agreement”).

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FORM OF WAIVER AND AGREEMENT
Form of Waiver and Agreement • June 30th, 2005 • ITC Holdings Corp. • Electric services • Michigan

This Waiver and Agreement, dated as of the day of 2005 (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”).

FIRST AMENDMENT TO MANAGEMENT STOCKHOLDERS’ AGREEMENT
Management Stockholders’ Agreement • June 30th, 2005 • ITC Holdings Corp. • Electric services • Michigan

THIS FIRST AMENDMENT (the “Amendment”) dated as of [Date], to the Management Stockholders’ Agreement dated as of the date set forth on the signature page attached hereto among ITC Holdings Corp., a Michigan corporation (the “Company”) and the person identified on the signature page attached hereto (the “Management Stockholder”, and such agreement, the “Stockholder’s Agreement”), is made effective as of the same day as the effective date of the Stockholder’s Agreement. This First Amendment to the terms of the Stockholder’s Agreement is effected by the Company and the Management Stockholder in accordance with the provisions of Section 18 of the Stockholder’s Agreement.

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