Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Directors.

On November 8, 2012, the Board of Directors (the "Board") of ITC Holdings Corp. (the "Company") appointed Thomas G. Stephens as a director of the Company to fill the vacancy created by the prior resignation of a Board member. There are no understandings or arrangements between Mr. Stephens and any other person pursuant to which Mr. Stephens was selected as a director of the Company. Mr. Stephens has no family relationship with any director or executive officer of the Company.

In connection with his service as a director, Mr. Stephens will receive the Company's standard non-employee director cash and equity compensation. Specifically, Mr. Stephens will receive a $75,000 annual cash retainer (payable in equal quarterly installments) and an annual equity retainer of restricted stock with a total value of $75,000 under the Company's equity compensation plans for non-employee directors (awarded through quarterly grants valued at $18,750 each), as well as an annual cash payment if he serves as chair of any committee or as lead director.

At the time of his appointment, it had not been determined on which committees of the Board Mr. Stephens would serve. On December 5, 2012, the Board appointed Mr. Stephens to the Compensation Committee and the Security, Safety, Environmental, Health and Reliability Committee, effective immediately.

---

Top of the Form