EX-10.74






Exhibit 10.74




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 Stockholder’s active employment with the
Company (and/or if applicable, its subsidiaries) is terminated by
the Management Stockholder without Good Reason other than due to
Retirement (as defined in the Management Stockholder’s Stock Option
Agreement or Restricted Stock Agreement),



     2. Clauses (i) and (ii) of Section 6(b) of the MSA are amended and restated in their entirety
as follows:




(i) by the Management Stockholder with Good Reason (other than upon
Retirement) or due to death or Permanent Disability; or (ii) by the
Company (and/or, if applicable, its subsidiaries) without Cause
prior to the Management Stockholder’s 65th birthday
(each, a “Section 6(b) Call Event”), then the Company may:



     3. Section 6(c) of the MSA is amended and restated in its entirety as follows:




     (c) Termination upon Retirement. Except as otherwise provided
herein, if, prior to the fifth anniversary of the Effective
Date, the Management Stockholder’s employment with the Company
(and/or, if applicable, its subsidiaries) is terminated as a



 









 







result
of Retirement (a “Section 6(c) Call Event”), then the
Company may, with respect to the Stock, purchase all or any portion
of the shares of Stock then held by the applicable Management
Stockholder Entities, at a per share price equal to the Fair Market
Value Per Share.



     4. All references in Section 6(e) of the MSA to Section 6(c) are hereby deleted.



     5. The term “Agreement” as used in the MSA shall be deemed to refer to the MSA as amended
through the date hereof, including without limitation this Amendment.



     6. This Amendment may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as
of the day and year first above written.



ITC HOLDINGS CORP.



	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 
	(signature)	 	 
	 
	 	 	 	 
	 	 	 
	(print Optionee name)	 	 







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