Approval of Bonuses

On August 15, 2012, the Compensation Committee (the "Committee") of the Board of Directors of ITC Holdings Corp. (the "Company") approved discretionary cash bonuses to the Company's named executive officers in connection with completion of Phase I of the KETA project. The approximate amounts of the discretionary cash bonuses are set forth in the table below. The final amounts will be determined based on the actual capital investment in the project and will be disclosed in the Company's proxy statement for its next annual meeting.

Name                                       Title                            Bonus
Joseph L. Welch     President and Chief Executive Officer                  $ 97,330
Linda H. Blair      Executive Vice President and Chief Business Officer    $ 43,112
Cameron M. Bready   Executive Vice President and Chief Financial Officer   $ 41,466
Jon E. Jipping      Executive Vice President and Chief Operating Officer   $ 38,175
Daniel J. Oginsky   Senior Vice President and General Counsel              $ 26,739

Approval of Retention Compensation

The Committee also approved a retention compensation arrangement for Joseph L. Welch, in the aggregate amount of $3,000,000, to be paid in two equal cash payments of $1,500,000 on each of June 30, 2014 and June 30, 2016, based upon Mr. Welch's continued employment and satisfactory performance as the Company's Chief Executive Officer at such time. The retention compensation arrangement for Mr. Welch was approved by the Committee subject to the consent of Entergy Corporation ("Entergy") in accordance with the terms of the previously announced Merger Agreement, dated December 4, 2011, among Entergy, Mid South TransCo LLC, the Company and ITC Midsouth LLC (formerly known as Ibis Transaction Subsidiary
LLC), which consent was received on August 21, 2012. The retention payments will not be included in the calculation of benefits payable to Mr. Welch pursuant to the Company's Management Supplemental Benefit Plan.

Declaration of Dividend.

On August 16, 2012, the Board of Directors of the Company declared a quarterly cash dividend of $0.3775 per common share, an increase from the previous quarterly cash dividend of $0.3525 per common share. The quarterly cash dividend is payable on September 17, 2012 to common shareholders of record on September 4, 2012.