Summary of ITC HOLDINGS CORP.

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events,

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At its regular meeting on November 19, 2008, the Board of Directors of ITC Holdings Corp. (the "Company") adopted amendments to the Company's Bylaws, effective immediately, that:

A. Amend and restate Section 5.01 to increase the maximum size of the board of directors from eight (8) to ten (10); and

B. Amend and restate Section 4.11, the Company's advance notice bylaw provisions.

The material changes to the advance notice bylaw provisions in Section 4.11 are as follows.

1. The provisions have been modified to clarify that unless otherwise provided in the articles of incorporation, the only way for a shareholder to nominate a director is by complying with the notice requirements.

2. Additional information is now required to be provided by the proponent about itself and its affiliates and about any proposed nominee, including:

(a) the nominee's address and stock ownership information, and upon the Company's request, any relevant information regarding a nominee's independence,

(b) more detailed ownership information regarding the proponent and its affiliates,

(d) a description of any ownership interest of the proponent or nominee in any direct competitor of the Company, and

(e) as to business other than nominations, all information required to be disclosed in a proxy statement as if proxies were being solicited regarding the matter and a description of all agreements and understandings between the proponent and any other person in connection with the proposal of such business.

3. The proponent must now update the information provided as of the record date for the meeting and as of 10 business days prior to the meeting.

4. The revised bylaw requires an undertaking from any nominee of a shareholder to comply with the Company's various policies applicable to outside directors if elected to the Board.

5. The definition of "public announcement" has been expanded. The list of news services has been modified to include the service currently used by the Company and other potential choices. Also, the "furnished" reference makes clear that information filed under Items 2.02 or 7.01 of Form 8-K would constitute a public announcement, in the same way as information "filed" under other Form 8-K items.

The above description of the amendments to the Bylaws does not purport to be a complete statement of the provisions thereof. Such description is qualified in its entirety by reference to the amendments, which are attached to this Current Report on Form 8-K as Exhibit 3.2 and are incorporated herein by reference.