0001104659-07-008610 Sample Contracts

6,826,287 Shares ITC HOLDINGS CORP. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 8th, 2007 • ITC Holdings Corp. • Electric services • New York

ITC Holdings Corp., a Michigan corporation (the “Company”) and International Transmission Holdings Limited Partnership (the “Selling Stockholder”), confirm their agreement (this “Agreement”) with Credit Suisse Securities (USA) LLC (the “Underwriter”), with respect to the sale by the Selling Stockholder and the purchase by the Underwriter of an aggregate of 6,826,287 shares (the “Stock”) of the Company’s common stock, no par value (the “Common Stock”), being sold by the Selling Stockholder.

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