Acceptance of Retirement and Terms of Transition Sample Contracts

EXECUTION VERSION
Acceptance of Retirement and Terms of Transition • October 14th, 2016 • ITC Holdings Corp. • Electric services

This letter agreement (this “Agreement”) is to confirm our understanding regarding your upcoming retirement as Chief Executive Officer of ITC Holdings Corp. (the “Company”). The Company looks forward to a mutually beneficial and smooth transition, and to that end, this Agreement sets forth the terms of your transition, provides you certain benefits and supersedes the Employment Agreement with the Company, dated December 21, 2012, as amended by the Letter Agreement between you and the Company, dated February 8, 2016 (the “Employment Agreement”) in its entirety.

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