ITC HOLDINGS CORP. (NYSE:ITC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 of the Original Filing is amended and restated as set
forth below. There are no other changes to the Original Filing.

Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Appointment of Directors

On December31, 2016 the shareholder of ITC Holdings Corp. (the
Company) approved the Board of Directors (the Board)
recommendation to expand the size of the Board from nine to ten
directors and appointed Robert A. Elliott as a director of the
Company. There are no understandings or arrangements between
Mr.Elliott and any other person to which Mr.Elliott was selected
as a director of the Company. Mr.Elliott does not have any
familial relationship with any director or executive officer of
the Company. The appointment of Mr.Elliott as a new director was
effective on January1, 2017.

In connection with his service as director, Mr.Elliott will
receive the Companys standard non-employee director cash
compensation. Specifically, Mr.Elliott will receive a $125,000
annual cash retainer (payable in equal quarterly installments),
as well as an annual cash payment if he serves as chair of any
committee or as chairman of the board of directors.

On January19, 2017, the Board reconstituted the Audit and Risk
Committee and the Governance and Human Resources Committee and
created the Operations Committee. The Board appointed the
following directors to serve on the committees:

About ITC HOLDINGS CORP. (NYSE:ITC)

ITC Holdings Corp. (ITC Holdings) is a holding company. The Company is engaged in owning, operating, maintaining and investing in transmission infrastructure. The Company’s business consists primarily of the electric transmission operations of its Regulated Operating Subsidiaries. Its Regulated Operating Subsidiaries include International Transmission Company (ITCTransmission), Michigan Electric Transmission Company, LLC (METC), ITC Midwest LLC (ITC Midwest). The operations performed by its Regulated Operating Subsidiaries fall into the various categories, such as asset planning; engineering, design and construction; maintenance, and real time operations. Its customers include investor-owned utilities, municipalities, cooperatives, power marketers and alternative energy suppliers. It owns and operates high-voltage systems in Michigan’s Lower Peninsula and portions of Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma.

ITC HOLDINGS CORP. (NYSE:ITC) Recent Trading Information

ITC HOLDINGS CORP. (NYSE:ITC) closed its last trading session at 0.0000 with 31,080,598 shares trading hands.