EX-10.75






Exhibit 10.75




AMENDMENT TO

STOCK OPTION AGREEMENTS UNDER 2006 LTIP




     This Amendment, dated as of August ___, 2008, between ITC Holdings Corp. (the “Company”) and
the undersigned (“Optionee”).



     WHEREAS, the Company and Optionee have entered into one or more Stock Option Agreements (the
“Agreements”) to document option grant(s) made to Optionee 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 Optionee desire to amend the Agreements in accordance with Section
5.3 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:



     1. The preamble to Section 3.1(a) of the Agreements is amended and restated in its entirety as
follows:




     (a) So long as the Optionee continues to be employed by the
Company or any of its Subsidiaries, or in the event Optionee’s
employment terminates due to Retirement, the Option shall become
exercisable pursuant to the following schedule:



     2. Section 3.1(b) of the Agreements is amended and restated in its entirety as follows:




     (b) Notwithstanding the foregoing, the Option shall become
immediately exercisable as to 100% of the shares of Common Stock
subject to such Option (but only to the extent such Option has not
otherwise terminated or become exercisable) (i) if the Optionee
ceases to be employed due to Optionee’s death or Disability, or (ii)
immediately prior to a Change in Control; provided, however, that
this Section 3.1(b)(ii) is subject to the Committee’s rights, in the
event of a Change in Control, to cash out the Option pursuant to
Section 9.2(b) of the Plan. The Committee has irrevocably
determined not to, and shall not (and shall not permit the Board
to), exercise any right it may have under the Plan, including
without limitation under such Section 9.2(c), to determine that the
Option shall not become immediately exercisable upon a Change in
Control.



     3. Paragraphs (a), (b) and (c) of Section 3.2 of the Agreements are amended and restated in
their entirety as follows:



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     (a) If, prior to the date when the Option first becomes
exercisable, Optionee’s employment terminates for any reason other
than death, Disability or Retirement, Optionee’s right to exercise
the Option shall terminate and all rights thereunder shall cease; or




     (b) If, on or after the date when the Option first becomes
exercisable, Optionee’s employment terminates for any reason other
than death, Disability or Retirement, Optionee shall have the right,
within three months after termination of employment to exercise the
Option to the extent that it was exercisable and unexercised on the
date of Optionee’s termination of employment, subject to any other
limitation on the exercise of the Option in effect on the date of
exercise.




If Optionee’s employment terminates due to death, Disability or
Retirement before the tenth anniversary of the Grant Date, Optionee
or the person or persons to whom the Option shall have been
transferred by will or the laws of descent and distribution shall
have the right within the exercise period specified in this
Agreement to exercise the Option, subject to any other limitation on
exercise in effect on the date of exercise.



     4. A new Section 3.4 is hereby added to the Agreements, which shall read in its entirety as
follows:




     3.4. Retirement. “Retirement” as used in this
Agreement shall mean the termination of the Optionee’s employment,
by the Company or by Optionee, on or after Optionee’s
65th birthday, other than due to death or Disability.



     5. The term “Agreement” as used in the Agreements shall be deemed to refer to such Agreement
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.



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     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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