Grantee hereby acknowledges and agrees that the Company shall retain custody of suchcertificate or certificates until the restrictions imposed by Section 2 on the Common Stock grantedhereunder lapse. As a condition to the receipt of this Restricted Stock Award, the Grantee shalldeliver to the Company a stock power, duly endorsed in blank, relating to the Restricted Stock. Nocertificates shall be issued for fractional shares.          (b) As soon as practicable following the vesting of the Restricted Stock pursuant to Section2, certificates for the Restricted Stock which shall have vested shall be delivered to the Granteeor to the Grantee’s legal guardian or representative along with the stock powers relating thereto.          4. Rights as a Stockholder. The Grantee shall be the record owner of the RestrictedStock unless or until such Restricted Stock is forfeited pursuant to Section 2 hereof or isotherwise sold or disposed of as permitted under Section 6 of this Agreement, and as record ownershall be entitled to all rights of a common stockholder of the Company (including, withoutlimitation, the payment of any dividends on the shares of Restricted Stock).          5. Legend on Certificates. The Restricted Shares shall contain a legend stating thatthey are subject to transfer restrictions and shall be subject to such stop transfer orders andother restrictions as the Board may deem reasonably advisable under the Plan or the rules,regulations, and other requirements of the Securities and Exchange Commission, any stock exchangeupon which such Restricted Shares are listed, any applicable federal or state laws and theCompany’s Articles of Incorporation and Bylaws, and the Committee may cause a legend or legends tobe put on any such certificates to make appropriate reference to such restrictions.          6. Transferability. The Restricted Stock may not, at any time prior to becomingvested pursuant to Section 2 or thereafter, be transferred, sold, assigned, pledged, hypothecatedor otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or otherdisposition complies with the provisions of this Agreement.          7. Securities Laws. The Company may require the Grantee to make or enter into suchwritten representations, warranties and agreements as the Committee may reasonably request in orderto comply with applicable securities laws or with this Agreement. The granting of the RestrictedStock hereunder shall be subject to all applicable laws, rules and regulations and to suchapprovals of any governmental agencies as may be required.          8. Grantee’s Continued Service on the Board. Nothing contained in this Agreement orin any other agreement entered into by the Company and the Grantee guarantees that the Grantee willcontinue to serve as a member of the Board for any specified period of time.          9. Change in Capitalization. If, prior to the time the restrictions imposed bySection 2 on the Restricted Stock granted hereunder lapse, the Company shall be reorganized,recapitalized or restructured, consolidated or merged with another corporation, or otherwiseundergo a significant corporate event, (a) the Restricted Stock may be adjusted or cancelled and(b) any stock, securities or other property exchangeable for Common Stock pursuant to suchreorganization, recapitalization, restructuring, consolidation, merger or other corporate event,shall be deposited with the Company and shall become subject to the restrictions and conditions ofthis Agreement to the same extent as if it had been the original property granted hereby, allpursuant to Sections 8 and 9 of the Plan.
 

 
          10. Payment of Taxes. The Grantee shall have full responsibility, and the Companyshall have no responsibility, for satisfying any liability for any federal, state or local incomeor other taxes required by law to be paid with respect to such Restricted Stock, including upon thevesting of the Restricted Stock. *In connection with the foregoing, the Grantee may, at his or heroption, elect to recognize the fair value of the Restricted Stock upon the Grant Date pursuant toSection 83 of the Internal Revenue Code of 1986, as amended. The Grantee is hereby advised to seekhis own tax counsel regarding the taxation of the grant of Restricted Stock made hereunder*.          11. Limitation on Obligations. The Company’s obligation with respect to theRestricted Stock granted hereunder is limited solely to the delivery to the Grantee of shares ofCommon Stock on the date when such shares are due to be delivered hereunder, and in no way shallthe Company become obligated to pay cash in respect of such obligation. This Restricted StockAward shall not be secured by any specific assets of the Company or any of its Subsidiaries, norshall any assets of the Company or any of its subsidiaries be designated as attributable orallocated to the satisfaction of the Company’s obligations under this Agreement. In addition, theCompany shall not be liable to the Grantee for damages relating to any delays in issuing the sharecertificates to him (or his designated entities), any loss of the certificates, or any mistakes orerrors in the issuance of the certificates or in the certificates themselves.          12. Notices. Any notice to be given under the terms of this Agreement to the Companyshall be addressed to the Company in care of its Secretary, and any notice to be given to theGrantee shall be addressed to him at the address given beneath his signature hereto. By a noticegiven pursuant to this Section 12, either party may hereafter designate a different address fornotices to be given to him. Any notice that is required to be given to the Grantee shall, if theGrantee is then deceased, be given to the Grantee’s personal representative if such representativehas previously informed the Company of his status and address by written notice under this Section12. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope orwrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch postoffice regularly maintained by the United States Postal Service          13. Governing Law. The laws of the State of Michigan shall govern the interpretation,validity and performance of the terms of this Agreement regardless of the law that might be appliedunder principles of conflicts of laws.          14. Restricted Stock Award Subject to Plan. The Restricted Stock Award shall besubject to all terms and provisions of the Plan, to the extent applicable to the Restricted Stock.In the event of any conflict between this Agreement and the Plan, the terms of the Plan shallcontrol.          15. Signature in Counterparts. This Agreement may be signed in counterparts, each ofwhich shall be an original, with the same effect as if the signatures thereto and hereto were uponthe same instrument.[*Continued on next page.*]
 

 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date.         ITC HOLDINGS CORP.           By:      Name: Daniel J. Oginsky    Title: Vice President and General Counsel           GRANTEE        Restricted Stock Agreement (Grant)