Common Contracts

AGREEMENT AND PLAN OF MERGER

Merger Agreement • May 10th, 2016 • New York

• Contract Type
  Merger Agreement
• Filed
  May 10th, 2016
• Jurisdiction
  New York

Closing Date 2 Code 9 Commercial Paper 87 Commitment Letters 30 Committed Financing 31 Company 1 Company Articles of Incorporation 12 Company Board of Directors 1 Company Bylaws 12 Company Capitalization Date 12 Company Change of Recommendation 55 Company Common Stock 12 Company Disclosure Schedule 12 Company Employees 19 Company Financial Advisors 25 Company Material Contract 18 Company Notice 55 Company Plan 19 Company Preferred Stock 12 Company Recommendation 14 Company Requisite Vote 14 Company Securities 13 Company Share 3 Company Shareholders Meeting 58 Company Stock Plans 13 Company Termination Fee 83 Confidentiality Agreement 65 Consent 15 Continuing Employee 66 A-5

AGREEMENT AND PLAN OF MERGER among FORTISUS INC., ELEMENT ACQUISITION SUB INC., FORTIS INC. and ITC HOLDINGS CORP. Dated as of February 9, 2016

Merger Agreement • February 11th, 2016 • ITC Holdings Corp. • Electric services • New York

• Contract Type
  Merger Agreement
• Filed
  February 11th, 2016
• Company
  ITC Holdings Corp.
• Industry
  Electric services
• Jurisdiction
  New York

This AGREEMENT AND PLAN OF MERGER, dated as of February 9, 2016 (this “Agreement”), is entered into among FortisUS Inc., a Delaware corporation (“Parent”), Element Acquisition Sub Inc., a Michigan corporation and a direct subsidiary of Parent (“Merger Sub”), Fortis Inc., a corporation existing under the Corporations Act of Newfoundland and Labrador (“Ultimate Parent”), and ITC Holdings Corp., a Michigan corporation (the “Company” and, together with Ultimate Parent, Parent and Merger Sub, the “Parties” and each, a “Party”).