X0306 4 2016-10-14 0001317630 ITC Holdings Corp. ITC 0001611961 Hayes Rejji P 27175 ENERGY WAY NOVI MI 48377 1 EVP & CFO Common Stock Without Par Value 2016-10-14 4 D 0 2334 D 37921 D Common Stock Without Par Value 2016-10-14 4 D 0 37921 45.72 D 0 D Common Stock Without Par Value 2016-10-14 4 A 0 10905.6883 0 A 10905.6883 D Common Stock Without Par Value 2016-10-14 4 D 0 9613.9258 0 D 1291.7625 D Common Stock Without Par Value 2016-10-14 4 D 0 1291.7625 45.72 D 0 D Employee Stock Option (Right to Buy) 23.58 2016-10-14 4 D 0 19740 45.72 D 2022-05-22 Common Stock Without Par Value 19740 0 D Employee Stock Option (Right to Buy) 29.31 2016-10-14 4 D 0 15990 45.72 D 2023-05-14 Common Stock Without Par Value 15990 0 D Employee Stock Option (Right to Buy) 36.73 2016-10-14 4 D 0 12912 45.72 D 2024-05-20 Common Stock Without Par Value 12912 0 D Employee Stock Option (Right to Buy) 35.91 2016-10-14 4 D 0 36842 45.72 D 2025-05-19 Common Stock Without Par Value 36842 0 D Pursuant to the Agreement and Plan of Merger among FortisUS Inc., Element Acquisition Sub Inc., Fortis Inc., and ITC Holdings Corp., dated as of February 9, 2016 (the "Merger Agreement"), at the effective time of the merger (the "Effective Time), each outstanding share converted into the right to receive US$22.57 plus .7520 of a share of Fortis Inc. stock, which fractional share had a market value of US$29.84 at the Effective Time. Reporting Person held unvested restricted shares granted in 2014, 2015 and 2016 with time-based performance criteria. Pursuant to the Merger Agreement, these shares became vested at the Effective Time and converted into the right to receive cash. Reporting Person held performance shares granted in 2015 that, along with related dividend equivalents, would vest based on the satisfaction of certain performance criteria. Pursuant to the Merger Agreement, these shares became vested at the Effective Time and converted into the right to receive cash. These stock options were granted on May 20, 2014 and become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the recipient remains an employee. Option was cancelled at the Effective Time pursuant to the Merger Agreement in exchange for the right to receive cash. This is a grant of restricted stock with a three year cliff vest provision. These stock options were granted on May 19, 2015 and become exercisable in three equal installments beginning on the first anniversary of the grant date so long as the recipient remains an employee. /s/ Rejji P. Hayes 2016-10-18