EX-10.76






Exhibit 10.76




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:




	 	1.	 	Section 2 of the Agreements is amended and restated in its entirety as follows:






     (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, or (iii) the occurrence of a Change in Control. 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 Restricted Stock shall not become immediately
100% vested upon a Change in Control.




     (b) If Employee’s employment is terminated for any reason other
than Employee’s death, Disability or Retirement prior to the Vesting
Date or a Change in Control, Employee’s right to shares of Common
Stock subject to the Restricted Stock Award that are not yet vested
automatically shall terminate and be forfeited by Employee unless
the Committee, in the exercise of its authority under the Plan,
modifies the Vesting Date in connection with such termination.




     (c) If Employee’s employment is terminated due to Employee’s
Retirement prior to the Vesting Date or a Change in Control, the
Restricted Stock shall become vested in increments of 20% of such shares in respect of each one year anniversary of the date of this
Agreement prior to the date of such termination of



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employment and the remaining unvested shares of Restricted Stock
shall be cancelled. “Retirement” as used in this Agreement shall
mean the termination of the Employee’s employment, by the Company or
by Employee, on or after Employee’s 65th birthday other
than due to death or Disability.



     2. 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.



     3. 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 Employee name)

	 







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