Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Directors.
On October 31, 2012, Richard D. McLellan notified the Chairman of the Board of
Directors of ITC Holdings Corp. (the "Company") that he has resigned from the
Board. The resignation is expected to become effective on November 8, 2012, the
date of the Board's next meeting. Mr. McLellan did not resign due to any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
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