0001445305-12-002382 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 1st, 2012 • ITC Holdings Corp. • Electric services • Michigan

THIS AGREEMENT (the “Agreement”) is made effective as of ____________, ____ (the “Grant Date”), between ITC Holdings Corp., a Michigan corporation (hereinafter called the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary of the Company, hereinafter referred to as the “Employee”. Capitalized terms not otherwise defined herein shall have the same meanings as in the Second Amended and Restated 2006 Long Term Incentive Plan (the “Plan”).

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STOCK OPTION AGREEMENT
Stock Option Agreement • August 1st, 2012 • ITC Holdings Corp. • Electric services • Michigan

THIS AGREEMENT, dated as of _______________, ____ (the “Grant Date”), is made by and between ITC Holdings Corp., a Michigan corporation (the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary of the Company (the “Optionee”). Any capitalized terms herein but not otherwise defined shall have the meaning set forth in the Company's Second Amended and Restated 2006 Long Term Incentive Plan (the “Plan”).

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