Exhibit 4.2


 




EXECUTION VERSION


 


 


ITC HOLDINGS CORP.


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee


 





 






 


FIFth
Supplemental Indenture


 


Dated
as of May 14, 2020


 


Supplemental
to the Indenture


 


dated
as of April 18, 2013


 





 






 


Establishing
a series of Securities designated


 


2.95%
Senior Notes Due May 14, 2030





 


  






     


     


    

 





		TABLE OF CONTENTS	 



 


		 	Page
	 	 	
	Article
    One DEFINITIONS	1
	 	 	 
	Article
    Two TERMS AND ISSUANCE OF THE NOTES	5
	 	 	 
	Section 2.1.	Issue of Notes	5
	 	 	 
	Section 2.2.	Form of Notes; Incorporation of Terms	6
	 	 	 
	Section 2.3.	Transfer and Exchange.	8
	 	 	 
	Section 2.4.	[Reserved]	19
	 	 	 
	Section 2.5.	Execution and Authentication	19
	 	 	 
	Section 2.6.	[Reserved]	20
	 	 	 
	Section 2.7.	Depositary for Global Notes	20
	 	 	 
	Section 2.8.	Place of Payment	20
	 	 	 
	Section 2.9.	Denominations	20
	 	 	 
	Section 2.10.	Book-Entry Provisions for the Global Notes	20
	 	 	 
	Section 2.11.	Restrictions on Liens	20
	 	 	 
	Section 2.12.	Restrictions on Sale and Leaseback Transactions	20
	 	 	 
	Article
    Three REDEMPTION	20
	 	 	 
	Article
    Four AMENDMENTS TO THE ORIGINAL INDENTURE	21
	 	 	 
	Section 4.1.	Amendments to the Original Indenture	21
	 	 	 
	Article
    Five MISCELLANEOUS	23
	 	 	 
	Section 5.1.	Execution as Supplemental Indenture	23
	 	 	 
	Section 5.2.	[Reserved]	23
	 	 	 
	Section 5.3.	Effect of Headings	24
	 	 	 
	Section 5.4.	Successors and Assigns	24
	 	 	 
	Section 5.5.	Separability Clause	24
	 	 	 
	Section 5.6.	Benefits of Fifth Supplemental Indenture	24
	 	 	 
	Section 5.7.	Execution and Counterparts	24
	 	 	 
	Section 5.8.	Governing Law	24
	 	 	 
	Section 5.9.	Ratification of Original Indenture	24
	 	 	 
	Section 5.10.	Trustee’s Disclaimer	24
	 	 	 






	 	 	 
	Exhibit A	Form of 2.95% Senior Notes due 2030	 
	 	 	 
	Exhibit B	Form of Transfer Certificate	 







 






    i


     


    

 


FIFTH
SUPPLEMENTAL INDENTURE, dated as of May 14, 2020 (herein called the “Fifth Supplemental Indenture”),
between ITC Holdings Corp., a corporation duly organized and existing under the laws of the State of Michigan (hereinafter called
the “Company”), and Wells Fargo Bank, National Association, a national banking association, as Trustee under
the Original Indenture referred to below (hereinafter called the “Trustee”).


 


WITNESSETH:


 


WHEREAS, the Company has heretofore executed
and delivered to the Trustee an indenture dated as of April 18, 2013 (hereinafter called the “Original Indenture”
and, together with this Fifth Supplemental Indenture, the “Indenture”), to provide for the issuance from time
to time in one or more series of its debentures, notes, bonds or other evidences of indebtedness (herein called the “Securities”),
the form and terms of which are to be established as set forth in Sections 2.1, 2.2 and 3.1 of the Original Indenture;


 


WHEREAS, Section 9.1 of the Original
Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original
Indenture to, among other things, establish the form and terms of the Securities of any series as permitted in Sections 2.1,
2.2 and 3.1 of the Original Indenture;


 


WHEREAS, the Company desires to create
a series of the Securities in an aggregate principal amount of $700,000,000 to be designated the “2.95% Senior Notes
due 2030” (the “Notes”) and all action on the part of the Company necessary to authorize the
issuance of the Notes under the Original Indenture and this Fifth Supplemental Indenture has been duly taken; and


 


WHEREAS, all acts and things necessary
to make the Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original
Indenture and this Fifth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents
a valid and binding supplemental indenture and agreement according to its terms, have been done and performed;


 


NOW, THEREFORE, THIS FIFTH
SUPPLEMENTAL INDENTURE WITNESSETH:


 


That in consideration of the premises and
of the acceptance and purchase of the Notes by the holders thereof and of the acceptance of this trust by the Trustee, the Company
covenants and agrees with the Trustee, for the equal benefit of holders of the Notes, as follows:


 


Article
One

DEFINITIONS


 


Except to the extent such terms are otherwise
defined in this Fifth Supplemental Indenture or the context clearly requires otherwise, all terms used in this Fifth Supplemental
Indenture which are defined in the Original Indenture or the form of Notes attached hereto as Exhibit A, have the
meanings assigned to them therein.


 


In addition, as used in this Fifth Supplemental
Indenture, the following terms have the following meanings:


 






     


     


    

 


“144A Global Note” means,
with respect to the Notes, a Global Security substantially in the form of Exhibit A bearing the Global Note Legend
and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee,
which shall be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.


 


“Adjusted Treasury Rate”
means, with respect to any redemption date, the yield, under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated “Statistical Release H.15” or any
successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue (or if no maturity is within three months before
or after the remaining term of the Notes (assuming, for this purpose, that the Notes mature on the Par Call Date), yields for
the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Adjusted Treasury
Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or if such
release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date.


 


“Agent Members” has
the meaning specified in Section 2.2(iii).


 


“Applicable Procedures”
means, with respect to any transfer or exchange of beneficial ownership interests in a Global Note, the rules and procedures of
the Depositary that are applicable to such transfer or exchange.


 


“Certificated Security”
means, with respect to the Notes, a certificated Note registered in the name of the Holder thereof, substantially in the form
of Exhibit A hereto, and such Note shall not bear the Global Note Legend and shall not have the “Schedule of
Increases or Decreases in Global Security” attached thereto.


 


“Clearstream” has the
meaning specified in Section 2.2(i).


 


“Company” has the meaning
given to such term in the recitals hereof.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities having a maturity comparable to the remaining term of such Notes
(assuming, for this purpose, that the Notes mature on the Par Call Date), or, if, in the reasonable judgment of the Independent
Investment Banker, there is no such security, then the Comparable Treasury Issue will mean the United States Treasury security
or securities selected by the Independent Investment Banker as having an actual or interpolated maturity or maturities comparable
to the remaining term of such Notes (assuming, for this purpose, that the Notes mature on the Par Call Date).


 






    2


     


    

 


“Comparable Treasury Price”
means (1) the average of five Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.


 


“DTC” means The Depository
Trust Company, a New York corporation.


 


“Euroclear” has the
meaning specified in Section 2.2(i).


 


“Fifth Supplemental Indenture”
has the meaning given to such term in the recitals hereof.


 


“Global Notes” has the
meaning given to such term in Section 2.10 hereof.


 


“Global Note Legend”
means the legend set forth in Section 2.3(v)(2), which is required to be placed on all Global Notes issued under this Fifth Supplemental
Indenture.


 


“Indenture” has the
meaning given to such term in the recitals hereof.


 


“Independent Investment Banker”
means one of the Reference Treasury Dealers appointed by the Company to act as the “Independent Investment Banker.”


 


“Indirect Participant”
has the meaning specified in Section 2.2(iv)(2).


 


“Make-Whole Price” has
the meaning given to such term in Article Three hereof.


 


“Non-U.S. Person” has
the meaning assigned to such term in Regulation S.


 


“Notes” has the meaning
given to such term in the recitals hereto.


 


“Original Indenture”
has the meaning given to such term in the recitals hereof.


 


“Par Call Date” means
February 14, 2030 (the date that is three months prior to the maturity date of the Notes).


 


“Participant” has the
meaning specified in Section 2.2(iv)(2).


 


“Purchase Agreement”
means the Purchase Agreement, dated as of May 11, 2020, among the Company, Mizuho Securities USA LLC, Credit Suisse Securities
(USA) LLC, Goldman Sachs & Co. LLC and TD Securities (USA) LLC, as representatives (collectively, the “Representatives”)
of the initial purchasers listed on Schedule A thereto.


 


“Primary Treasury Dealer”
means a primary U.S. Government securities dealer in New York City.


 






    3


     


    

 


“Private Placement Legend”
means the legend set forth in Section 2.3(v)(1) to be placed on all Notes issued under this Fifth Supplemental Indenture except
where otherwise permitted by the provisions of this Fifth Supplemental Indenture.


 


“QIB” has the meaning
specified in Section 2.2(i).


 


“Reference Treasury Dealer”
means each of (i) Mizuho Securities USA LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and TD Securities
(USA) LLC, and their respective successors and affiliates and (ii) one Primary Treasury Dealer to be selected by the Company;
provided, however, that if any of the foregoing is not a Primary Treasury Dealer, the Company will appoint another Primary Treasury
Dealer as a substitute.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the third business day next preceding such redemption
date.


 


“Regulation S”
means Regulation S promulgated under the Securities Act.


 


“Regulation S Global Note”
means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.


 


“Regulation S Permanent Global
Note” means, with respect to the Notes, a permanent Global Note in the form of Exhibit A hereto bearing
the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee, which shall be issued in a denomination equal to the outstanding principal amount of the applicable
Regulation S Temporary Global Note upon expiration of the applicable Restricted Period.


 


“Regulation S Temporary Global
Note” means, with respect to the Notes, a temporary Global Note in the form of Exhibit A hereto bearing
the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with
or on behalf of, and registered in the name of, the Depositary or its nominee, which shall be issued in a denomination equal to
the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.


 


“Regulation S Temporary Global
Note Legend” means the legend set forth in Section 2.3(v)(3), which is required to be placed on all Global Notes issued
under this Fifth Supplemental Indenture.


 


“Restricted Certificated Security”
means a Certificated Security, which shall bear a Private Placement Legend.


 


“Restricted Global Note”
means a Global Note, which shall bear a Private Placement Legend and, if applicable, a Regulation S Temporary Global Note
Legend.


 






    4


     


    

 


“Restricted Period”
means the “distribution compliance period” as defined in Regulation S.


 


“Rule 144” means
Rule 144 under the Securities Act or any successor to such Rule.


 


“Rule 144A” means
Rule 144A under the Securities Act or any successor to such Rule.


 


“Securities” has the
meaning given to such term in the recitals hereof.


 


“Securities Custodian”
has the meaning specified in Section 2.2(i).


 


“series” has the meaning
given to such term in the recitals hereof.


 


“Transfer Certificate”
means a written certification substantially in the form set forth in Exhibit B hereto.


 


“Trustee” has the meaning
given to such term in the recitals hereof.


 


“Unrestricted Certificated Security”
means a Certificated Security which does not bear a Private Placement Legend or a Regulation S Temporary Global Note Legend.


 


“Unrestricted Global Note”
means, with respect to the Notes, a permanent Global Note substantially in the form of Exhibit A hereto that bears
the Global Note Legend and that has the “Schedule of Increases or Decreases in Global Security” attached thereto,
and that is deposited with or on behalf of and registered in the name of the Depositary or its nominee, representing the Notes,
and that does not bear the Private Placement Legend.


 


“U.S. Person” means
a U.S. person as defined in Rule 902(o) under the Securities Act.


 


Article
Two

TERMS AND ISSUANCE OF THE NOTES


 


Section 2.1.         
Issue of Notes. (a) A series of Securities which shall be designated the “2.95% Senior Notes due 2030”
shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to,
the terms, conditions and covenants of, the Original Indenture and this Fifth Supplemental Indenture (including the form of Notes
set forth hereto as Exhibit A).


 


(b) The aggregate principal amount
of the Notes which may be authenticated and delivered under this Fifth Supplemental Indenture shall not, except as permitted by
the provisions of the Original Indenture, initially exceed $700,000,000; provided that the Company may from time to time or at
any time, without the consent of the Holders of the Notes, issue additional Notes having the same terms and conditions and the
same CUSIP number as the Notes in all respects, except for issue date, issue price and, if applicable, the first payment of interest
thereon, which additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single
series with, the Notes.


 






    5


     


    

 


Section
2.2.          
Form of Notes; Incorporation of Terms. The Notes will be issuable in fully registered form as Global Securities,
and shall be substantially in the form of Exhibit A attached hereto. The Notes may have such notations, legends or
endorsements approved as to form by the Company and required, as applicable, by law, stock exchange or depository rule, agreements
to which the Company is subject and/or usage. The terms of the Notes set forth in Exhibits A are incorporated herein
by reference and are part of the terms of this Fifth Supplemental Indenture.


 


(i)           
Restricted Global Notes. The Notes are initially being offered and sold to qualified institutional buyers as defined
in Rule 144A (collectively, “QIBs” or individually a “QIB”) in reliance on Rule 144A
under the Securities Act or in offshore transactions in reliance on Regulation S under the Securities Act. The Notes shall
be issued initially in the form of one or more Restricted Global Notes, in fully registered form without interest coupons, which
shall be deposited on behalf of the purchasers of such Notes represented thereby with the Trustee, at its Corporate Trust Office,
as Securities Custodian (the “Securities Custodian”) for the Depositary, and registered in the name of its
nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. With respect to the Notes, Notes
initially offered and sold to QIBs in reliance on Rule 144A shall be issued in the form of one or more 144A Global Notes, and
Notes initially offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be issued
in the form of one or more Regulation S Global Notes. Clearstream Banking, S.A. (“Clearstream”) and Euroclear
Bank S.A./N.V. (“Euroclear”) may hold beneficial interests in the Regulation S Global Notes on behalf of their
participants through their respective depositories. Beneficial interests in a Regulation S Global Note may also be held through
organizations other than Clearstream and Euroclear that are participants in DTC. The aggregate principal amount of each Restricted
Global Note may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian as
hereinafter provided, subject in each case to compliance with the Applicable Procedures.


 


(ii)         
Regulation S Global Notes.


 


(1)          
With respect to the Notes, Notes offered and sold in reliance on Regulation S will be issued initially in the form
of a Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby
with the Trustee, at its Corporate Trust Office, as Securities Custodian for the Depositary, and registered in the name of the
nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. Beneficial ownership interests in a Regulation S Temporary
Global Note shall not be exchangeable for interests in a 144A Global Note (except as set forth in Section 2.2(ii)(2)(b)),
a Regulation S Permanent Global Note (except as set forth in Section 2.2(ii)(2)(a)) or a Certificated Security prior to the
termination of the Restricted Period, and then only upon certification in accordance with Rule 903(b)(3)(ii)(B) of Regulation S,
in form reasonably satisfactory to the Trustee, to the effect that beneficial ownership interests in such Regulation S Temporary
Global Note are owned either by Non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require
registration under the Securities Act. With respect to the Notes, following the termination of the Restricted Period, beneficial
interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent
Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global
Note, the Trustee shall cancel the applicable Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S
Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments
made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interests
therein as hereinafter provided.


 






    6


     


    

 


(2)           
Prior to the expiration of the Restricted Period, beneficial interests in a Regulation S Temporary Global Note may
only be sold, pledged or transferred through Euroclear or Clearstream (as Indirect Participants (as defined below)) or Participants
(as defined below) or Indirect Participants acting for and on behalf of Euroclear and Clearstream, and only:


 


		a.	for interests in a Regulation S Permanent Global Note, and
                                         then only upon certification in form reasonably satisfactory to the Trustee that interests
                                         in such Regulation S Temporary Global Note are owned either by Non-U.S. Persons
                                         or U.S. Persons who purchased such interests in a transaction that did not require registration
                                         under the Securities Act; or



 


		b.	for beneficial interests in a 144A Global Note, and then only
                                         if the transferor first delivers to the Trustee a Transfer Certificate to the effect
                                         that:



 


		i.	the transfer of the beneficial interests in the Regulation S
                                         Temporary Global Note is being made in accordance with Rule 144A; and



 


		ii.	the beneficial interests in the Regulation S Temporary
                                         Global Note is being transferred to a Person:



 


		1)	whom the transferor reasonably believes to be a QIB within the
                                         meaning of Rule 144A purchasing for its own account or the account of a QIB in a transaction
                                         meeting the requirements of Rule 144A; and



 


		2)	accordance with all applicable securities laws of the states
                                         of the United States; or



 


		c.	to the Company or its subsidiaries.



 






    7


     


    

 


(3)           
Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear
System” and “Terms and Conditions Governing Use of Euroclear” published by Euroclear and the “General
Terms and Conditions of Clearstream Banking” and “Customer Handbook” published by Clearstream will be applicable
to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global
Note that are held by participants through Euroclear or Clearstream.


 


(iii)         
Global Notes in General. Each Global Note shall represent such of the Outstanding Notes as shall be specified therein
and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased,
as appropriate, to reflect exchanges, redemptions or purchases of such Notes. Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the principal amount of Outstanding Notes represented thereby shall be made by the Securities
Custodian in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian.
Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose
behalf Agent Members may act shall have rights under this Fifth Supplemental Indenture with respect to any Global Note held in
the name of the Depositary or any nominees thereof, or under the Global Note, and the Depositary (including, for this purpose,
their nominees) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the sole owner and Holder
of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company,
the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or (B) impair, as between the Depositary, its Agent Members and any other Person on whose behalf an
Agent Member may act, the operation of customary practices governing the exercise of the rights of a Holder of any Note.


 


(iv)         
Certificated Securities. Certificated Securities shall be issued only under the limited circumstances provided in
Section 2.3(i)(1) hereof.


 


Section
2.3.          
Transfer and Exchange.


 


(i)          
Transfer and Exchange of Global Notes.


 


(1)           
Certificated Securities shall be issued in exchange for interests in any Global Note only if (a) the Depositary notifies
the Company that it is unwilling or unable to continue as depository for such Global Note or if it at any time shall no longer
be eligible or in good standing under the Exchange Act or other applicable statute or regulation and no successor depository is
appointed by the Company within 90 days of such notice or the Company becomes aware of such ineligibility, (b) there has
occurred and is continuing an Event of Default with respect to the Notes entitling the Holders of Notes to accelerate the maturity
of such Notes in accordance with Section 5.2 of the Original Indenture or (c) at any time the Company determines, in its
sole discretion, that the Notes or portion thereof issued or issuable in the form of one or more Global Notes shall no longer
be represented by such Global Notes. In any of the foregoing cases, the Company shall execute, and the Trustee shall, upon receipt
of a Company Order for the authentication and delivery of Certificated Securities in exchange in whole or in part for such Global
Note, authenticate and deliver Certificated Securities, in definitive form in an aggregate principal amount equal to the principal
amount of such Global Notes in exchange therefor. Only Restricted Certificated Notes shall be issued in exchange for beneficial
interests in Restricted Global Notes, and only Unrestricted Certificated Notes shall be issued in exchange for beneficial interests
in Unrestricted Global Notes. Certificated Securities issued in exchange for beneficial interests in Global Notes shall be registered
in such names and shall be in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. Upon the exchange of the entire principal amount of a Global Note for Certificated
Securities, such Global Note shall be canceled by the Trustee or its agent. The Trustee shall deliver at its Corporate Trust Office
such Certificated Securities to the Persons in whose names such Securities are so registered. Such exchange shall be effected
in accordance with the Applicable Procedures. Nothing herein shall require the Trustee to communicate directly with beneficial
owners, and the Trustee shall in connection with any transfers hereunder be entitled to rely on instructions received through
the registered Holder.


 






    8


     


    

 


In the event that Certificated Securities
are issued in exchange for beneficial interests in Global Notes in accordance with the foregoing paragraph and, thereafter, the
events or conditions specified in this Section 2.3(i)(1) which required such exchange shall have ceased to exist, the Company
shall give notice to the Trustee and to the Holders stating that Holders may exchange Certificated Securities for interests in
Global Notes by complying with the procedures set forth in this Fifth Supplemental Indenture and briefly describing such procedures
and the events or circumstances requiring that such notice be given.


 


(2)           
Notwithstanding any other provisions of this Fifth Supplemental Indenture other than the provisions set forth in Section
2.3(i)(1) hereof, a Global Note may not be transferred, except as a whole by the Depositary to a nominee of the Depositary or
by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee
to successor Depositary or a nominee of such successor Depositary. Nothing in this Section 2.3(i)(2) shall prohibit or render
ineffective any transfer of a beneficial interest in a Global Note effected in accordance with the other provisions of this Section
2.3.


 


(ii)         
Transfer and Exchange. The Notes are issuable only in registered form. Subject to this Section 2.3(ii), a Holder
may transfer a Note only by written application to the Trustee stating the name of the proposed transferee and otherwise complying
with the terms of this Fifth Supplemental Indenture. No such transfer shall be effected until, and such transferee shall succeed
to the rights of a Holder only upon, final acceptance and registration of the transfer by the Trustee in the Security Register.
Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any agent of the Company
shall treat the person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall
be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Furthermore,
any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global
Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) in compliance
with its normal procedures and that ownership of a beneficial interest in the Note shall be required to be reflected in a book
entry system. When Notes are presented to the Trustee with a request to register the transfer or to exchange them for an equal
principal amount of Notes of other authorized denominations, the Trustee shall register the transfer or make the exchange as requested
if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument
of transfer in form satisfactory to the Trustee and the Company, duly executed by the Holder thereof or his attorney duly authorized
in writing). To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate
and deliver such Notes.


 






    9


     


    

 


(iii)         
Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to the
Trustee with a request (x) to register the transfer of the Certificated Securities to a person who will take delivery thereof
in the form of Certificated Securities; or (y) to exchange such Certificated Securities for an equal principal amount of
Certificated Securities of Notes of other authorized denominations, the Trustee shall register the transfer or make the exchange
as requested; provided, however, that the Certificated Securities presented or surrendered for registration of transfer or exchange:


 


(1)           
shall be duly endorsed or accompanied by a written instrument of transfer meeting the requirements of the fifth paragraph
of Section 3.5 of the Original Indenture; and


 


(2)           
in the case of a Restricted Certificated Note, such request shall be accompanied by the following additional information
and documents, as applicable:


 


		a.	if such Restricted Certificated Note is being delivered to the
                                         Trustee by a Holder for registration in the name of such Holder, without transfer, or
                                         such Restricted Certificated Note is being transferred to the Company or a Subsidiary
                                         of the Company, a certification to that effect from such Holder (in substantially the
                                         form set forth in the Transfer Certificate);



 


		b.	if such Restricted Certificated Note is being transferred to (i)
                                         a person the Holder reasonably believes is a QIB in accordance with Rule 144A, (ii) outside
                                         the United States in compliance with Rule 904 under the Securities Act or (iii) pursuant
                                         to an effective registration statement under the Securities Act, a certification to that
                                         effect from such Holder (in substantially the form set forth in the Transfer Certificate);
                                         or



 






    10


     


    

  


		c.	if such Restricted Certificated Note is being transferred pursuant
                                         to an exemption from the registration requirements of the Securities Act in accordance
                                         with Rule 144, a certification to that effect from such Holder (in substantially the
                                         form set forth in item 3 of the Transfer Certificate) and, if the Company, the Trustee
                                         or the Security Registrar so requests, a customary opinion of counsel, certificates and
                                         other information reasonably acceptable to the Company and the Trustee to the effect
                                         that such transfer is in compliance with the Securities Act, and



 


In the case of a transfer pursuant
to Section 2.3(iii)(2)(b)(iii) or Section 2.3(iii)(2)(c), the Notes delivered to the transferee shall be in the form of an Unrestricted
Certificated Security, and shall not bear any Private Placement Legend or Regulation S Temporary Global Note Legend.


 


(iv)        
Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests
in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Fifth Supplemental Indenture
and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global
Notes also shall require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other
following subparagraphs, as applicable:


 


(1)           
Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Notes may
be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration
of the Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or
for the account or benefit of a U.S. Person (other than an Initial Purchaser, as such term is defined in the Purchase Agreement)
except in connection with a transfer pursuant to Section 2.2(ii)(2). Beneficial interests in any Unrestricted Global Note may
be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. Except
as may be required by the Applicable Procedures, no written orders or instructions shall be required to be delivered to the Trustee
to effect the transfers described in this Section 2.3(iv)(1).


 






    11


     


    

 


(2)          
Transfers and Exchanges of Beneficial Interests in Global Notes not subject to Section 2.3(iv)(1). In connection
with all transfers and exchanges of beneficial interests that are not subject to Section 2.3(iv)(1) above, the transferor of such
beneficial interest must deliver to the Trustee either (i) a written order from a participant of the Depositary (a “Participant”)
or an entity that clears through or maintains a custodial relationship with a Participant (an “Indirect Participant”)
given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited
a beneficial interest in another Global Note in an amount equal to the beneficial interests to be transferred or exchanged and
(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account
to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests
in Global Notes contained in the Indenture, this Fifth Supplemental Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant Global Notes.


 


(3)          
Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global
Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global
Note if the transfer complies with the requirements of Section 2.3(iv)(2) above and the Registrar receives the following:


 


		a.	If the transferee is to take delivery in the form of a beneficial
                                         interest in the 144A Global Note, then the transferor must deliver a Transfer Certificate,
                                         including the certifications in item (1) thereof; and



 


		b.	If the transferee is to take delivery in the form of a beneficial
                                         interest in a Regulation S Global Note, then the transferor must deliver a Transfer Certificate,
                                         including the certifications in item (2) thereof.



 


(4)          
Transfer of a Beneficial Interest in a Restricted Global Note for a Beneficial Interest in an Unrestricted Global Note.
Any person having a beneficial interest in a Restricted Global Note may upon request, subject to the Applicable Procedures, transfer
such beneficial interest to a person who is required or permitted to take delivery thereof in the form of an Unrestricted Global
Note. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depositary,
from the Depositary or its nominee on behalf of any person having a beneficial interest in a Restricted Global Note and the following
additional information and documents in such form as is customary for the Depositary from the Depositary or its nominee on behalf
of the person having such beneficial interest in the Restricted Global Note (all of which may be submitted by facsimile or electronically):


 






    12


     


    

 


		a.	if such beneficial interest is being transferred pursuant to an
                                         effective registration statement under the Securities Act, a certification to that effect
                                         from the transferor (in substantially the form set forth in the Transfer Certificate);
                                         or



 


		b.	if such beneficial interest is being transferred pursuant to an
                                         exemption from the registration requirements of the Securities Act Rule 144, a certification
                                         to that effect from the transferor (in substantially the form set forth in the Transfer
                                         Certificate) and, if the Company or the Trustee so requests, a customary opinion of counsel,
                                         certificates and other information reasonably acceptable to the Company and the Trustee
                                         to the effect that such transfer is in compliance with the Securities Act,



  


 the Trustee,
                                         as registrar and Securities Custodian, shall reduce or cause to be reduced the aggregate
                                         principal amount of the Restricted Global Note by the appropriate principal amount and
                                         shall increase or cause to be increased the aggregate principal amount of the Unrestricted
                                         Global Note by a like principal amount. Such transfer shall otherwise be effected in
                                         accordance with the Applicable Procedures. If no Unrestricted Global Note is then outstanding,
                                         the Company shall execute and the Trustee shall, upon receipt of a Company Order (which
                                         the Company agrees to deliver promptly), authenticate and deliver an Unrestricted Global
                                         Note.


 


(5)           
Transfers of Certificated Securities for Beneficial Interest in Global Notes. If Certificated Securities are presented
by a Holder to the Trustee with a request (x) to register the transfer of such Certificated Securities to a person who will
take delivery thereof in the form of a beneficial interest in a Global Note, which request shall specify whether such Global Note
will be a Restricted Global Note or an Unrestricted Global Note; or (y) to exchange such Certificated Securities for an equal
principal amount of beneficial interests in a Global Note, which beneficial interests will be owned by the Holder transferring
such Certificated Securities (provided that in the case of such an exchange, Restricted Certificated Securities may be exchanged
only for Restricted Global Notes and Unrestricted Certificated Securities may be exchanged only for Unrestricted Global Notes),
the Trustee shall register the transfer or make the exchange as requested by canceling such Certificated Security and causing
the aggregate principal amount of the Global Note to be increased accordingly and, if no such Global Note is then outstanding,
the Company shall issue and the Trustee shall authenticate and deliver a new Global Note; provided, however, that:


 


		a.	the Certificated Securities presented or surrendered for registration
                                         of transfer or exchange shall be duly endorsed or accompanied by a written instrument
                                         of transfer meeting the requirements of the fifth paragraph of Section 3.5 of the Original
                                         Indenture;



 






    13


     


    

 


		b.	in the case of a Restricted Certificated Security to be transferred
                                         for a beneficial interest in an Unrestricted Global Note, such request shall be accompanied
                                         by the following additional information and documents, as applicable:



 


		i.	if such Restricted Certificated Security is being transferred
                                         pursuant to an effective registration statement under the Securities Act, a certification
                                         to that effect from such Holder (in substantially the form set forth in the Transfer
                                         Certificate); or



 


		ii.	if such Restricted Certificated Security is being transferred
                                         pursuant to an exemption from the registration requirements of the Securities Act in
                                         accordance with Rule 144, a certification to that effect from such Holder (in substantially
                                         the form set forth in item 3 of the Transfer Certificate) and, if the Company, the Trustee
                                         or the Security Registrar so requests, a customary opinion of counsel, certificates and
                                         other information reasonably acceptable to the Company and the Trustee to the effect
                                         that such transfer is in compliance with the Securities Act;



 


		c.	in the case of a Restricted Certificated Security to be transferred
                                         or exchanged for a beneficial interest in a Restricted Global Note, such request shall
                                         be accompanied by a certification from such Holder (in substantially the form set forth
                                         in the Transfer Certificate) to the effect that such Restricted Certificated Security
                                         is being transferred either (a) to a person the Holder reasonably believes is a QIB (which,
                                         in the case of an exchange, shall be such Holder) in accordance with Rule 144A or (b)
                                         if such Restricted Security is being transferred pursuant to and in accordance with Rule
                                         903 or 904 under the Securities Act, a certification to that effect from such Holder
                                         (in substantially the form set forth in item 2 of the Transfer Certificate); and



 


		d.	in the case of an Unrestricted Certificated Security to be transferred
                                         or exchanged for a beneficial interest in an Unrestricted Global Note, such request need
                                         not be accompanied by any additional information or documents.



 






    14


     


    

 


(v)         
Legends.


 


(1)           
Private Placement Legend. Except as permitted below, each Restricted Global Note and each Restricted Certificated
Security shall bear the legend in substantially the following form:


 


“THIS SECURITY (OR ITS PREDECESSOR)
WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY
BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


 


THE HOLDER OF THIS SECURITY AGREES
FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE
COMPANY OR ITS SUBSIDIARIES, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (V) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY, IF THE COMPANY SO REQUESTS) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND
IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B)
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE.”


 


Each Restricted Certificated Security
shall bear the following legend on the face thereof:


 


“In connection with any transfer,
the Holder will deliver to the Trustee and the Company such certificates and other information as such Trustee or Company may
reasonably require to confirm that the transfer complies with the foregoing restrictions.”


 






    15


     


    

 


(2)          
Global Note Legend. Each Global Note shall bear the legend in substantially the following form:


 


“Unless this certificate
is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the
issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.


 


THIS SECURITY IS A GLOBAL SECURITY
AS REFERRED TO IN THE INDENTURE HEREINAFTER REFERENCED. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”


 


(3)          
Regulation S Temporary Global Note Legend. Each Regulation S Temporary Global Note shall bear a legend
in substantially the following form:


 


“EXCEPT AS SET FORTH BELOW,
BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT
REGULATION S GLOBAL NOTE OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT
CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE 40-DAY “DISTRIBUTION COMPLIANCE PERIOD”
(WITHIN THE MEANING OF RULE 903(B)(3) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM
REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO
PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION
COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP IN THIS TEMPORARY REGULATION S GLOBAL Note
MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.V. OR CLEARSTREAM BANKING, S.A. AND ONLY (1) TO
THE COMPANY OR ITS SUBSIDIARIES, (2) WITHIN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(3) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (4) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (1) THROUGH (4) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S
GLOBAL Note WILL NOTIFY ANY PURCHASER OF THIS Note
OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.


 






    16


     


    

 


BENEFICIAL INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL Note MAY BE EXCHANGED FOR INTERESTS IN A RESTRICTED GLOBAL
NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE
SECURITIES IN COMPLIANCE WITH RULE 144A, AND (2) THE TRANSFEROR OF THE TEMPORARY REGULATION S GLOBAL Note
FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S
GLOBAL Note IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY
BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS
OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND
(C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.


 


BENEFICIAL INTERESTS IN A RESTRICTED
GLOBAL Note MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN
INTEREST IN THE REGULATION S GLOBAL Note, WHETHER BEFORE OR AFTER THE EXPIRATION
OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE
FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT IF SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF
REGULATION S OR RULE 144 (IF AVAILABLE) AND THAT, IF SUCH TRANSFER OCCURS PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION
COMPLIANCE PERIOD, THE INTEREST TRANSFERRED WILL BE HELD IMMEDIATELY THEREAFTER THROUGH EUROCLEAR BANK S.A./N.V. OR CLEARSTREAM
BANKING, S.A.


  



    17


     


    





 


THE FOREGOING LEGEND MAY BE REMOVED
FROM THIS SECURITY AFTER 40 DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DATE OF WHICH THE SECURITIES ARE OFFERED TO PERSONS
OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE ORIGINAL ISSUE DATE OF THE SECURITIES.”


 


(4)              
ERISA Legend. Each Note will bear a legend in substantially the following form:


 


“EACH HOLDER OF THIS SECURITY
OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED AS FOLLOWS THAT EITHER: (A) NO PORTION OF THE ASSETS USED
BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY (I) “EMPLOYEE BENEFIT
PLAN ” (WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”))
THAT IS SUBJECT TO TITLE I OF ERISA, (II) PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975
OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON-U.S. FEDERAL,
STATE, LOCAL OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR
LAWS”), OR (III) ENTITIES WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF ANY OF THE FOREGOING DESCRIBED
IN CLAUSES (I) AND (II), PURSUANT TO ERISA OR OTHERWISE (EACH OF THE FOREGOING DESCRIBED IN CLAUSES (I), (II) AND (III) REFERRED
TO AS A “PLAN”); OR (B) THE ACQUISITION AND HOLDING OF THIS SECURITY, OR ANY INTEREST HEREIN BY SUCH HOLDER, WILL NOT
CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER
ANY APPLICABLE SIMILAR LAWS.”


 


(vi)            
Upon any sale or transfer of a Restricted Global Note or Restricted Certificated Security (x) pursuant to Rule 144, or (y)
pursuant to an effective registration statement under the Securities Act, as a result of which, in the case of a Security transferred
pursuant to clause (x), such Security shall cease to be a “restricted security” within the meaning of Rule 144:


 


(1)               in
the case of any Restricted Certificated Security, the Trustee shall permit the Holder thereof to exchange such Restricted
Certificated Security for an Unrestricted Certificated Security, or (under the circumstances described in Section 2.3(iv)(5)
hereof) to transfer such Restricted Certificated Security to a transferee who shall take such Security in the form of a
beneficial interest in an Unrestricted Global Note, and in each case shall rescind any restriction on the transfer of such
Security; provided, however, that the Holder of such Restricted Certificated Security shall, in connection with such exchange
or transfer, comply with the other applicable provisions of this Article Two;


 






    18


     


    

 


(2)              
in the case of any beneficial interest in a Restricted Global Note, the Trustee shall permit the beneficial owner thereof
to transfer such beneficial interest to a transferee who shall take such interest in the form of a beneficial interest in an Unrestricted
Global Note and shall rescind any restriction on transfer of such beneficial interest; provided, however, that such Unrestricted
Global Note shall continue to be subject to the provisions of Section 2.3(i)(2) hereof, and provided further, however, that the
owner of such beneficial interest shall, in connection with such transfer, comply with the other applicable provisions of this
Article Two; and


 


(3)              
Upon the exchange, registration of transfer or replacement of Notes not bearing the Private Placement Legend or the Regulation S
Temporary Global Note Legend, the Company shall execute, and the Trustee shall authenticate and deliver in certificated or global
form, as applicable, in authorized denominations, Notes that do not bear such legends and which do not have a Transfer Certificate
attached thereto.


 


(vii)         
Upon a sale or transfer after the expiration of the Restricted Period of any Notes acquired pursuant to Regulation S,
all requirements that such Notes bear the Regulation S Temporary Global Note Legend shall cease to apply (but requirements
requiring such Notes to be in global form and bear the Global Note Legend and the Private Placement Legend, to the extent applicable,
shall apply).


 


(viii)       
In connection with any proposed exchange of an interest in a Global Note for a Certificated Security, the Holder shall provide
or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting
obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee
may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.


 


Section 2.4.         
[Reserved].


 


Section 2.5.         
Execution and Authentication. The Trustee, upon a Company Order and pursuant to the terms of the Original Indenture
and this Fifth Supplemental Indenture, shall authenticate and deliver the Notes for original issue in an initial aggregate principal
amount of $700,000,000. Such Company Order shall specify the amount of Notes to be authenticated, the date on which the original
issue of Notes is to be authenticated and the aggregate principal amount of Notes outstanding on the date of authentication. All
of the Notes issued under this Fifth Supplemental Indenture shall be treated as a single series for all purposes under the Original
Indenture and this Fifth Supplemental Indenture, including, without limitation, waivers, amendments and offers to purchase.


 






    19


     


    

 


Section 2.6.         
[Reserved].


 


Section 2.7.         
Depositary for Global Notes. The Depositary for the Notes issued under this Fifth Supplemental Indenture shall
be DTC or any person succeeding thereto by merger, consolidation or acquisition of all or substantially all of its assets, including
substantially all of its securities payment and transfer operations.


 


Section 2.8.         
Place of Payment. The Place of Payment in respect of the Notes will be at the principal office or agency of
the Company in The City of New York, State of New York or at the office or agency of the Trustee which, at the date hereof, is
located at 600 South Forth Street, 7th Floor, Minneapolis, MN 55415.


 


Section 2.9.         
Denominations. The Notes shall be issued in denominations of $2,000 and higher multiples of $1,000.


 


Section 2.10.     
Book-Entry Provisions for the Global Notes. The Notes will be represented by Global Securities in fully registered
form without coupons that will be deposited with and registered in the name of DTC or its nominee (the “Global Notes”),
which, for the avoidance of doubt, shall mean, with respect to Notes issued as Global Securities, individually and collectively,
the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto. Beneficial
interests in the Global Notes may be exchanged for Notes in definitive form to the extent provided under the Original Indenture.


 


Section 2.11.     
Restrictions on Liens. The covenant provided by Section 10.7 of the Original Indenture shall be applicable
to the Notes.


 


Section 2.12.     
Restrictions on Sale and Leaseback Transactions. The covenant provided by Section 10.8 of the Original
Indenture shall be applicable to the Notes.


 


Article
Three

REDEMPTION


 


The Notes may be redeemed, in accordance
with the procedures set forth in the Original Indenture (as amended with respect to the Notes in Section 4.1(iii) of this Fifth
Supplemental Indenture), on not less than 15 nor more than 60 days’ notice given as provided in the Original
Indenture, as further amended and specified below. If the Company requests the Trustee to provide the notice of redemption to the
Holders, in the name of and at the expense of the Company, the Company shall provide the Trustee written notice of such request
at least 10 days prior to when such notice of redemption is required to be sent (unless a shorter notice shall be satisfactory
to the Trustee). Any such notice of redemption may, in the Company’s discretion, be subject to one or more conditions precedent,
and, in such a case, such notice shall describe the conditions precedent and, at the Company’s discretion, shall indicate
that the Redemption Date may be delayed or the written notice rescinded if all such conditions precedent shall not have been satisfied
or waived by the Company. In any such case, the Company shall provide written notice to the Trustee prior to the close of business
two Business Days prior to the Redemption Date (or such shorter period as may be acceptable to the Trustee) if any such redemption
has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the Notes in the same manner
in which the notice of redemption was given.


 






    20


     


    

 


Prior to the Par Call Date, the Notes may
be redeemed as a whole at any time or in part from time to time, at the option of the Company, by paying the Make-Whole Price.
The “Make-Whole Price” is an amount equal to the greater of (i) 100% of the principal amount of the Notes being
redeemed and (ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled
payments of principal and interest thereon assuming the Notes matured on the Par Call Date (not including any portion of such payments
of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at a rate equal to the sum of (x) 35 basis points plus (y) the Adjusted
Treasury Rate on the third business day prior to the redemption date, plus, in each case, accrued and unpaid interest thereon to,
but excluding, the redemption date. The Trustee shall have no responsibility or obligation to calculate the Make-Whole Price.


 


Commencing on the Par Call Date, the Notes
may be redeemed in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to 100%
of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption
date. In each of the foregoing cases, installments of interest on the Notes that are due and payable on an Interest Payment Date
falling on or prior to the relevant redemption date will be payable to the Holders of such Notes, registered as such at the close
of business on the relevant record date according to the terms and provisions of the Original Indenture.


 


In the event of a partial redemption of
Notes, the Company will issue new Notes for the unredeemed portion in the name of the Holder of the partially redeemed Notes.


 


If less than all of the Notes are to be
redeemed, the Trustee will select the Notes to be redeemed pro rata, by lot or by such other method as the Trustee deems fair and
appropriate in accordance with DTC’s applicable procedures. The Trustee may select for redemption Notes and portions of Notes
in amounts of $2,000 or any integral multiple of $1,000 in excess thereof, in accordance with Section 11.3 of the Original
Indenture.


 


Unless the Company defaults in payment of
the redemption price, the portion of Notes called for redemption will no longer accrue interest on and after the redemption date.


 


Article
Four

AMENDMENTS TO THE ORIGINAL INDENTURE


 


Section 4.1.         
Amendments to the Original Indenture. Subject to Article Five hereof:


 


(i)                
Section 1.1 of the Original Indenture is hereby amended with respect to the Notes by amending and restating the following
definitions in their entirety to read as follows:


 


“Credit Agreements”
means, collectively, (i) the Term Loan Credit Agreement, dated as of June 12, 2019, among the Company, as the borrower,
various financial institutions and other persons from time to time parties thereto, as the lenders, and Toronto-Dominion
(Texas) LLC, as administrative agent, Mizuho Bank, Ltd., as syndication agent, and TD Securities (USA) LLC and Mizuho Bank,
Ltd., as joint lead arrangers and joint bookrunners, and (ii) the Revolving Credit Agreement, dated as of October 23, 2017,
as amended and restated on January 10, 2020, among the Company, as the borrower, various financial institutions and other
persons from time to time parties thereto, as the lenders, Wells Fargo Bank, National Association, as successor
administrative agent, JPMorgan Chase Bank, N.A., as resigning administrative agent, Wells Fargo Securities, LLC, JPMorgan
Chase Bank, N.A., Barclays Bank PLC, The Bank of Nova Scotia and Mizuho Bank, Ltd., as joint lead arrangers and joint
bookrunners, Barclays Bank PLC and JPMorgan Chase Bank, N.A., as co-syndication agents and The Bank of Nova Scotia and Mizuho
Bank, Ltd. as co-documentation agents, in the case of each of (i) and (ii), as the same may be further amended, supplemented,
refinanced, refunded, replaced or otherwise modified and in effect from time to time including any successor or replacement
agreement whether by the same or any other agent, lender or group of lenders.


 






    21


     


    

 


“First Mortgage Indentures”
means, collectively, (i) the First Mortgage and Deed of Trust, dated as of July 15, 2003, between International Transmission Company
and BNY Midwest Trust Company (succeeded by The Bank of New York Mellon Trust Company, N.A.), as trustee, (ii) the First Mortgage
Indenture, dated as of December 10, 2003, between Michigan Electric Transmission Company, LLC and JPMorgan Chase Bank (succeeded
by The Bank of New York Mellon Trust Company, N.A.), as trustee, (iii) the First Mortgage and Deed of Trust, dated as of January
14, 2008, between ITC Midwest LLC and The Bank of New York Trust Company, N.A. (succeeded by The Bank of New York Mellon Trust
Company, N.A.), as trustee, (iv) the First Mortgage and Deed of Trust, dated November 12, 2014, between ITC Great Plains, LLC and
Wells Fargo Bank, National Association, as trustee, and (v) any mortgage bond indenture or other document similar to (i) through
(iv) above that secures indebtedness of any Subsidiary by creating Liens on the assets of such Subsidiary similar to those created
by (i) through (iv) above, and in the case of each of (i) through (v) above, as the same may be amended, supplemented or otherwise
modified and in effect from time to time.


 


(ii)             
Sections 7.4(a)and (b) of the Original Indenture are hereby amended and restated in its entirety with respect to the
Notes to read as follows:


 


“(a) Whether or not required
by the Commission, so long as any Securities are outstanding, the Company shall file with the Trustee and deliver to the Holders
of Securities:


 


(i) all quarterly and annual financial
information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required
to file such Forms (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified
independent auditors), each within 15 days after the time periods specified in the Commission’s rules and regulations that
would have been applicable if the Company were subject to the periodic reporting requirements under Section 13 or Section 15(d)
of the Exchange Act;


 


(ii) all current reports that
would have been required to be filed with the Commission on Form 8-K if the Company were required to file such reports,
within five days after the time periods specified in the Commission’s rules and regulations that would have been
applicable if the Company were subject to the periodic reporting requirements under Section 13 or Section 15(d) of the
Exchange Act; and


 






    22


     


    

 


(iii) such additional information,
documents and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture,
which the Company would have been required to file with the Commission if the Company were subject to Section 13 or 15(d) of the
Exchange Act, within five days after the time periods specified in the Commission’s rules and regulations that would have
been applicable if the Company were subject to the periodic reporting requirements under Section 13 or Section 15(d) of the Exchange
Act,


 


provided, that any such information,
documents or reports filed electronically with the Commission for public availability shall be deemed filed with, and delivered
to, the Trustee and the Holders of the Securities. All such reports shall be prepared in all material respects in accordance with
all of the rules and regulations of the Commission applicable to such reports. The Company shall notify the Trustee if the Company
fails to so file any such information, documents or reports with the Commission or if the Commission does not permit such filings,
in which event the Company shall not be so obligated to file such reports with the Commission, and shall instead make such information
available to the Trustee and Holders of Securities by posting the same, within the time periods required above, on a publicly available
website, including the Company’s website, or on a non-public website to which Holders of Securities, prospective investors
and securities analysts are given access (whether a commercial, third-party website or whether sponsored by the Company).


 


(b) So long as the Securities remain
outstanding, the Company shall furnish to the Holders and to prospective investors, upon request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.”


 


(iii)           
Section 11.4 of the Original Indenture is hereby amended with respect to the Notes by amending and restating the first
sentence in its entirety to read as follows:


 


“Notice of redemption shall be given
by first-class mail, postage prepaid, mailed not less than 15 nor more than 60 days prior to the Redemption Date, to each Holder
of Securities to be redeemed, at the Holder’s address appearing in the Security Register.”


 


Article
Five

MISCELLANEOUS


 


Section 5.1.         
Execution as Supplemental Indenture. This Fifth Supplemental Indenture is executed and shall be construed as
an indenture supplemental to the Original Indenture and, as provided in the Original Indenture, this Fifth Supplemental Indenture
forms a part thereof.


 


Section 5.2.         
[Reserved].


 






    23


     


    

 


Section 5.3.         
Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the construction hereof.


 


Section 5.4.         
Successors and Assigns. All covenants and agreements by the Company and the Trustee in this Fifth Supplemental
Indenture shall bind its successors and assigns, whether so expressed or not.


 


Section 5.5.         
Separability Clause. In case any provision in this Fifth Supplemental Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


Section 5.6.         
Benefits of Fifth Supplemental Indenture. Nothing in this Fifth Supplemental Indenture or in the Notes, express
or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit
or any legal or equitable right, remedy or claim under this Fifth Supplemental Indenture.


 


Section 5.7.         
Execution and Counterparts. This Fifth Supplemental Indenture may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
The exchange of copies of this Fifth Supplemental Indenture and of signature pages by facsimile or portable document format (PDF) transmission
shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the Original
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original
signatures for all purposes. The words “execution,” “signed,” “signature,” “delivery,”
and words of like import in or relating to this Fifth Supplemental Indenture or any document to be signed in connection with this
Fifth Supplemental Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery
thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions
contemplated hereunder by electronic means.


 


Section 5.8.         
Governing Law. This Fifth Supplemental Indenture and the Notes shall be governed by and construed in accordance
with the laws of the State of New York.


 


Section 5.9.         
Ratification of Original Indenture. The Original Indenture, as supplemented by this Fifth Supplemental Indenture,
is in all respects ratified and confirmed, and this Fifth Supplemental Indenture shall be deemed part of the Original Indenture
in the manner and to the extent herein provided. For the avoidance of doubt, each of the Company and each Holder of the Notes,
by its acceptance of such Notes, acknowledges and agrees that all of the rights, privileges, protections, immunities and benefits
afforded to the Trustee under the Original Indenture, including without limitation the right to indemnification, are deemed to
be incorporated herein, and shall be enforceable by the Trustee hereunder, in each of its capacities hereunder as if set forth
herein in full.


 


Section 5.10.     
Trustee’s Disclaimer. The Trustee shall not be responsible in any manner whatsoever for or with respect
to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or
for or with respect to (i) the validity or sufficiency of this Fifth Supplemental Indenture or any of the terms or provisions
hereof, (ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof by
the Company or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect
to any such matters.


 






    24


     


    




 


IN WITNESS WHEREOF, the parties hereto have
caused this Fifth Supplemental Indenture to be duly executed as of the day and year first above written.


 


	 	ITC HOLDINGS CORP.
	 	 
	 	By	/s/ Gretchen L. Holloway
	 	 	Name:	Gretchen L. Holloway
	 	 	Title:	Senior Vice President and Chief Financial Officer



 


[ITC Holdings
Corp. — Signature Page to Fifth Supplemental Indenture]


 






     


     


    

 


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By	/s/ Stefan Victory
	 	 	Name:	Stefan Victory
	 	 	Title:	Vice President



 


[ITC Holdings
Corp. — Signature Page to Fifth Supplemental Indenture]


 






     


     


    

 


EXHIBIT A


 


[FORM OF
FACE OF 2.95% SENIOR NOTES DUE 2030]


 


[Applicable legends to be included]


 






    A-1


     


    







 


ITC HOLDINGS CORP.

2.95% SENIOR NOTES DUE 2030


 


	May 14, 2020	$___________1
	No.                           	CUSIP:  [  ]2

ISIN:  [  ]3





 


ITC HOLDINGS CORP., a corporation duly organized
and existing under the laws of The State of Michigan (herein called the “Company,” which term includes any successor
under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of $________1 on May 14, 2030, and to pay interest thereon from May 14, 2020, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for. Interest will be payable semi-annually in arrears on
May 14 and November 14 in each year, commencing November 14, 2020. Interest will be payable at the rate per annum provided in the
title hereof, until the principal hereof is paid or made available for payment, and, subject to the terms of the Indenture, at
the rate per annum provided in the title hereof on any overdue principal and premium and (to the extent that the payment of such
interest shall be legally enforceable) on any overdue installment of interest from the dates such amounts are due until they are
paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest,
which shall be May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date,
or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in
said Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.


 


Payment of the principal of (and
premium, if any) and interest on the Securities of this series will be made at the office or agency of the Company maintained
for that purpose in the City of New York, State of New York or at the office or agency of the Trustee, in such coin or
currency of the United States of America as at the time of payment is legal tender for the payment of public and private
debts. Holders must surrender Securities to a Paying Agent to collect principal payments.


 





 







 	1	For Global Securities, insert: “(as revised by the Schedule of Increases and Decreases attached hereto).”
	2	Initial 144A Global Note CUSIP: 465685 AQ8
		Initial Reg S Global Note CUSIP: U4501W AH5
	3	Initial 144A Global Note ISIN: US465685AQ80
		Initial Reg S Global Note ISIN: USU4501WAH52






 






    A-2


     


    

 


Reference is hereby made to the further
provisions of the Securities of this series set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.


 


Unless the certificate of authentication
hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Security shall not be entitled to any
benefits under the Indenture, or be valid or obligatory for any purpose.




 






    A-3


     


    

 


IN WITNESS WHEREOF, ITC HOLDINGS CORP. has
caused this Security to be duly executed on the date first written above.


 








	 	ITC HOLDINGS CORP.
	 	 
		By	
	 	 	Name:
	 	 	Title:



 






    A-4


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


Date: __________, ____


 





	 	Wells
Fargo Bank, National Association, as Trustee
	 	 
		By	
	 	 	Authorized Signatory


 






    A-5


     


    




 









[FORM OF
REVERSE OF NOTE]


 


This Security is one of the duly authorized
issue of debentures, notes, bonds or other evidences of indebtedness of the Company (hereinafter called the “Securities”),
of the series hereinafter specified, all issued or to be issued under and pursuant to the Original Indenture dated as of April 18,
2013, as supplemented by the Fifth Supplemental Indenture, dated as of May 14, 2020 (as so supplemented, the “Indenture”),
duly executed and delivered by the Company and Wells Fargo Bank, National Association, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Indenture), to which Indenture and any other indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Securities of this series and
of the terms upon which the Securities of this series are issued and are to be authenticated and delivered. This Security is one
of the series designated on the face hereof, which series is initially limited in aggregate principal amount to $700,000,000, provided
that the Company may from time to time or at any time, without the consent of the Holders of Securities of this series, issue additional
Securities of this series having the same terms and conditions and the same CUSIP number as the Securities of this series in all
respects, except for issue date, issue price and, if applicable, the first payment of interest thereon, which Securities shall
increase the aggregate principal amount of, and shall be consolidated and form a single series with, the previous outstanding Securities
of this series. By the terms of the Indenture, additional Securities of other separate series, which may vary as to date, amount,
Stated Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided, may be issued
in an unlimited amount.


 


The Securities of this series are subject
to redemption upon not less than 15 nor more than 60 days’ notice given as provided in the Indenture, as a
whole at any time or in part from time to time, at the option of the Company, at any time prior to February 14, 2030, by paying
the Make-Whole Price. The “Make-Whole Price” is an amount equal to the greater of (i) 100% of the principal
amount of the Securities of this series being redeemed and (ii) as determined by an Independent Investment Banker, the sum
of the present values of the remaining scheduled payments of principal and interest thereon assuming the Securities of this series
matured on the Par Call Date (not including any portion of such payments of interest accrued as of the redemption date) discounted
to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate
equal to the sum of (x) 35 basis points plus (y) the Adjusted Treasury Rate on the third business day prior to the redemption
date, plus, in each case, accrued and unpaid interest thereon to, but excluding, the redemption date. The Trustee shall have no
responsibility or obligation to calculate the Make-Whole Price.


 


Commencing on the Par Call Date, the Securities
of this series may be redeemed in whole at any time or in part from time to time, at the Company’s option, in each case,
at a redemption price equal to 100% of the principal amount of the Securities of this series to be redeemed, plus accrued
and unpaid interest thereon to, but excluding, the redemption date. In each of the foregoing cases, installments of interest on
the Securities of this series that are due and payable on an Interest Payment Date falling on or prior to the relevant redemption
date will be payable to the Holders of such Securities, registered as such at the close of business on the relevant record date
according to the terms and provisions of the Indenture.


 






    A-6


     


    

 


In the event of a redemption of this Global
Security in part only, a new Global Security of this series for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.


 


If less than all of the Securities of this
series are to be redeemed, the Trustee will select the Securities of this series to be redeemed pro rata, by lot or by such other
method as the Trustee deems fair and appropriate in accordance with DTC’s applicable procedures.


 


Any redemption of the Securities may, at
the Company’s discretion, be subject to one or more conditions precedent. Any related written notice of redemption shall
describe the conditions precedent and, at the Company’s discretion, shall indicate that the redemption date may be delayed
or the written notice rescinded if all such conditions precedent shall not have been satisfied or waived by the Company.


 


Unless the Company defaults in payment of
the redemption price, the portion of Securities of this series called for redemption will no longer accrue interest on and after
the redemption date.


 


The Securities of this series are subject
to further redemption provisions and procedures set forth in the Indenture.


 


The Indenture contains provisions for defeasance
of (a) the entire indebtedness of the Securities of this series and (b) certain restrictive covenants upon compliance
by the Company with certain conditions set forth therein.


 


If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of all series
to be affected (voting together as a class). The Indenture also contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of the Securities of this series shall be conclusive and binding
upon such Holder and upon all future Holders of the Securities of this series and of any Securities of this series issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon the Securities of this series.


 


No reference herein to the Indenture and
no provision of the Securities of this series or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and interest on the Securities of this series at the
times, place and rate, and in the coin or currency, herein prescribed.


 






    A-7


     


    

 


As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of the Securities of this series is registrable in the Security Register,
upon surrender of the Securities of this series for registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on the Securities of this series are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable
only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


Prior to due presentment of the Securities
of this series for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name the Securities of this series are registered as the owner hereof for all purposes, whether or not the Securities
of this series be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


The Securities of this series are not subject
to any sinking fund.


 


Each Holder, by accepting a Security, agrees
to be bound by all the terms and provisions of the Indenture, as the same may be amended from time to time in accordance with its
terms.


 


The Securities of this series shall be governed
by and construed in accordance with the laws of the State of New York.


 


All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the Indenture.


 






    A-8


     


    

 


[TO BE
ATTACHED TO GLOBAL SECURITIES]


 





SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL SECURITY


 





The following
increases or decreases in this Global Security have been made:


 


	Date of increase 

or decrease	 	Amount of

 decrease in 

principal

amount of this 

Global Security	 	Amount of

increase in 

principal

amount of this

Global Security	 	Principal 

amount of this 

Global Security

following such 

decrease or

increase	 	Signature of 

authorized

officer of 

Trustee
	 	 	 	 	 	 	 	 	 



 






    A-9


     


    

 


EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER 


 


ITC
Holdings Corp.


 


Wells Fargo Bank, N.A. – DAPS REORG


Corporate Trust Operations


MAC N9300-070


600 South Fourth Street – 7th Floor


Minneapolis, MN 55415

Phone: (800) 344-5128

Fax: (866) 969-1290

Email: dapsreorg@wellsfargo.com


 


2.95% Senior Notes due 2030 (“Notes”)









Reference is hereby made to the Indenture dated as of April 18,
2013 (the “Original Indenture”), as supplemented by the Fifth Supplemental Indenture dated as of May 14, 2020
(the “Fifth Supplemental Indenture” and, together with the Original Indenture, the “Indenture”),
among ITC Holdings Corp. and Wells Fargo Bank, National Association, as trustee, relating to the Notes issued by the Company. Capitalized
terms used but not defined herein shall have the meanings given to them in the Indenture or the Fifth Supplemental Indenture.


 


[________] (the “Transferor”) owns and proposes
to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $[________] in such
Note[s] or interests (the “Transfer”), to [________] (the “Transferee”), as further specified
in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


o 1. Check if
Transferee will take delivery of a beneficial interest in the 144A Global Note or a Certificated Security. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Certificated Security
is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or
Certificated Security for its own account, or for one or more accounts with respect to which such Person each such account is a
“qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of
Rule 144A and such Transfer is in compliance with any applicable securities laws of any state of the United States. Upon consummation
of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Security
will be subject to the restrictions on transfer enumerated in the Private Placement Legend.


 






    B-1


     


    

 


o 2. Check if
Transferee will take delivery of a beneficial interest in a Regulation S Global Note or a Certificated Security pursuant to Regulation
S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the
time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in,
on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its
behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been
made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser, as such term is defined
in the Purchase Agreement). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Certificated Security will be subject to the restrictions on transfer enumerated in the Private Placement
Legend and, if applicable, the Regulation S Temporary Global Note Legend.


 


o 3. Check if
Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Certificated Security
pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act
and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in the Indenture, the Private Placement Legend and the
Regulation S Temporary Global Note Legend are not required in order to maintain compliance with the Securities Act. Upon consummation
of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Security
will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend or the Regulation S Temporary
Global Note Legend.


 


o 4. Check if
Transferee is the Company or a Subsidiary of the Company. The Transferee is the Company or a Subsidiary of the Company.


 


o 5. Check if
Transfer is Pursuant to an Effective Registration Statement. The transfer is being effected pursuant to an effective registration
statement under the Securities Act (file no. [________]). Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Certificated Security will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend or the Regulation S Temporary Global Note Legend.


 






    B-2


     


    

 


This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.


 


		Dated:	                
	 	 	 
	 	 	 
	 	[Insert Name of Transferor]
	 	 
		By:   	 
	 	 	Name:
	 	 	Title:
		 
	 	Tax ID:



 






    B-3


     


    

 


ANNEX A TO CERTIFICATE OF TRANSFER


 





1. The Transferor owns and proposes to transfer the following:


 





[CHECK ONE]


 


	 	 	o	 	(A) 	 	a beneficial interest in the:
	 	 	 	 	 	 	 
	 	 	 	 	(i) 	 	144A Global Note (CUSIP [________]); or
	 	 	 	 	 	 	 
	 	 	 	 	(ii) 	 	Regulation S Global Note (CUSIP [________]); or
	 	 	 	 	 	 	 
	 	 	o	 	(B) 	 	a Restricted Certificated Security.


 


2. After the Transfer the Transferee will hold:


 





[CHECK ONE]


 


	 	 	o	 	(A) 	 	a beneficial interest in the:
	 	 	 	 	 	 	 
	 	 	 	 	(i) 	 	144A Global Note (CUSIP [________]); or
	 	 	 	 	 	 	 
	 	 	 	 	(ii) 	 	Regulation S Global Note (CUSIP [________]); or
	 	 	 	 	 	 	 
	 	 	 	 	(iii) 	 	Unrestricted Global Note (CUSIP [________]).
	 	 	 	 	 	 	 
	 	 	o	 	(B) 	 	a Restricted Certificated Security; or
	 	 	 	 	 	 	 
	 	 	o	 	(C) 	 	an Unrestricted Certificated Security.


 


in accordance with the terms of the Indenture. 


 






    B-4