Exhibit 4.51


 





EXECUTION VERSION







 


EIGHTH SUPPLEMENTAL INDENTURE TO FIRST MORTGAGE
AND DEED OF TRUST


 


INTERNATIONAL TRANSMISSION COMPANY


 


TO


 


The
Bank of New York Mellon Trust Company, N.A.


 


Trustee


 





 



 


Dated as of August 14, 2019


 





 



 


Supplementing the First Mortgage and Deed
of Trust dated as of July 15, 2003, as heretofore supplemented


 


THIS INSTRUMENT CONTAINS AFTER-ACQUIRED
PROPERTY PROVISIONS


 


Establishing a series of Securities designated
3.30% First Mortgage Bonds, Series H, due 2049


 






     


     


    

 


TABLE OF CONTENTS


 




	 	page
	 	 
	ARTICLE One DEFINITIONS
    AND OTHER PROVISIONS OF GENERAL APPLICATION	5
	 	 
	ARTICLE Two TITLE, FORM AND TERMS AND CONDITIONS
    OF THE BONDS	10
	 	 
	Section 2.01. The
    Bonds	10
	Section 2.02. Payment
    on the Bonds	11
	Section 2.03. Mandatory
    Redemption of the Bonds	12
	Section 2.04. Optional
    Redemption	12
	Section 2.05. Purchase
    of Bonds	13
	Section 2.06. Payment
    upon Event of Default	14
	Section 2.07. Transfers	14
	 	 
	ARTICLE Three ADDITIONAL COVENANTS	14
	 	 
	Section 3.01. Affirmative Covenants of the Company	14
	Section 3.02. Negative Covenants of the Company	15
	 	 
	ARTICLE Four ADDITIONAL EVENTS OF DEFAULT;
    REMEDIES	15
	 	 
	Section 4.01. Events
    of Default	15
	Section 4.02. Acceleration
    of Maturity	16
	 	 
	ARTICLE Five Net earnings certificate	17
	 	 
	ARTICLE Six lien	17
	 	 
	ARTICLE Seven amendments to the PROVISIONS	17
	 	 
	ARTICLE Eight MISCELLANEOUS PROVISIONS	21
	 	 
	Section 8.01. Effectiveness of Provisions	21
	Section 8.02. Execution of Eighth Supplemental Indenture	22
	Section 8.03. Trustee	22
	Section 8.04. Effect of Headings	22
	Section 8.05. Successors and Assigns	22
	Section 8.06. Severability Clause	22
	Section 8.07. Benefit of Eighth Supplemental Indenture	22
	Section 8.08. Execution and Counterparts	22
	Section 8.09. Conflict with Indenture	23
	Section 8.10. Recitals	23
	Section 8.11. Governing Law	23
	Section 8.12. Interpretation of Financial Covenants	23


 






     


     


    

 


	Schedule 1	Recording Information
	 	 
	Exhibit A	Description of Properties
	Exhibit B	Subordination Terms
	Exhibit C	Form of Series H Bonds




 






     


     


    

 


EIGHTH SUPPLEMENTAL INDENTURE
(this "EIGHTH SUPPLEMENTAL INDENTURE"), dated as of August 14, 2019, between INTERNATIONAL TRANSMISSION COMPANY,
a corporation organized and existing under the laws of the State of Michigan (herein called the "Company"), having
its principal office at 27175 Energy Way, Novi, Michigan 48377, and The Bank of New York
Mellon Trust Company, N.A. (as successor to BNY MIDWEST TRUST COMPANY), a national banking association, as trustee (herein
called the "Trustee"), the office of the Trustee at which on the date hereof its corporate trust business is administered
being 2 N. LaSalle Street, Suite 700, Chicago, Illinois 60602.


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company
has heretofore executed and delivered to the Trustee a First Mortgage and Deed of Trust dated as of July 15, 2003 (the "Mortgage
Indenture") encumbering the real property interests as more particularly described on Exhibit A attached to the Mortgage
Indenture and providing for the issuance by the Company from time to time of its bonds, notes or other evidences of indebtedness
(in the Mortgage Indenture and herein called the "Securities") to be issued in one or more series and to provide
security for the payment of the principal of and premium (including any Make-Whole Amount), if any, and interest, if any, on the
Securities; and


 


WHEREAS, the Company
has heretofore executed and delivered the following supplemental indentures, each dated as hereinafter set forth:


 


	Instrument	 	Date
	First Supplemental Indenture	 	July 15, 2003
	Second Supplemental Indenture	 	July 15, 2003
	Amendment to Second Supplemental Indenture	 	January 19, 2005
	Second Amendment to Second Supplemental Indenture	 	March 24, 2006
	Third Supplemental Indenture	 	March 28, 2006
	Fourth Supplemental Indenture	 	March 25, 2008
	Fifth Supplemental Indenture	 	August 7, 2013
	Sixth Supplemental Indenture	 	May 23, 2014
	Seventh Supplemental Indenture	 	March 14, 2018




 


WHEREAS, the Mortgage
Indenture, the First Supplemental Indenture, the Second Supplemental Indenture (as amended), the Third Supplemental Indenture,
the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and the Seventh Supplemental
Indenture listed in the foregoing paragraph were recorded in the offices set forth in Schedule 1 attached hereto; and


 






     


     


    

 


WHEREAS, there have heretofore
been issued under the Indenture the following Securities in the principal amounts as follows:


 


	Title	 	Issued	 	 	Principal Amount	 
	4.45% First Mortgage Bonds, Series A, due July 15, 20131	 	 	July 16, 2003	 	 	$	185,000,000	 
	First Mortgage Bonds, Series B, due March 10, 20101	 	 	July 16, 2003	 	 	$	15,000,000	 
	 	 	 	January 4, 2004	 	 	$	10,000,000	 
	 	 	 	January 19, 2005	 	 	$	50,000,000	 
	6.125% First Mortgage Bonds, Series C, due March 31, 2036	 	 	March 28, 2006	 	 	$	100,000,000	 
	5.75% First Mortgage Bonds, Series D, due April 1, 20181	 	 	April 1, 2008	 	 	$	100,000,000	 
	4.625% First Mortgage Bonds, Series E, due August 15, 2043	 	 	August 14, 2013	 	 	$	285,000,000	 
	4.27% First Mortgage Bonds, Series F, due June 10, 2044	 	 	June 10, 2014	 	 	$	100,000,000	 
	4.00% First Mortgage Bonds, Series G, due March 30, 2053	 	 	March 29, 2018	 	 	$	225,000,000	 





 


WHEREAS, in addition
to the property described in the Mortgage Indenture, the Company has acquired certain other property, rights, and interests in
property; and


 


WHEREAS, the Company,
in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Mortgage Indenture and
pursuant to appropriate resolutions of the Board of Directors, has duly determined to make, execute and deliver to the Trustee
this Eighth Supplemental Indenture to the Mortgage Indenture as permitted by Sections 2.01, 3.01, 4.01, 4.02 and 14.01 of the Mortgage
Indenture in order to establish the form and terms of, and to provide for the creation and issuance of, a series of Securities
under the Mortgage Indenture in an aggregate principal amount of $75,000,000 and to amend and supplement the Mortgage Indenture
as herein provided; and


 


WHEREAS, all things necessary
to make the Bonds (as defined herein), when executed by the Company and authenticated and delivered by the Trustee or any Authenticating
Agent and issued upon the terms and subject to the conditions hereinafter and in the Mortgage Indenture set forth against payment
therefor the valid, binding and legal obligations of the Company and to make this Eighth Supplemental Indenture a valid, binding
and legal agreement of the Company, have been done;


 


GRANTING CLAUSES


 


NOW, THEREFORE, THIS
EIGHTH SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the terms of
a series of Securities, and for and in consideration of the premises and of the covenants contained in the Mortgage Indenture and
in this Eighth Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, and in order to secure the payment of the principal of and premium, if any, and interest, if any, on, and all other
amounts (including, without limitation, fees, expenses and indemnities) in connection with, all Securities from time to time Outstanding
and the performance of the covenants therein and herein contained and to declare the terms and conditions on which such Securities
are secured, the Company has granted, bargained, sold, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed
and hereby grants, bargains, sells, conveys, assigns, transfers, mortgages, pledges, sets over and confirms to the Trustee, and
has granted and hereby grants to the Trustee, for itself and for the benefit of the Holders, with power of sale, a lien upon and
a security interest in, the following (subject, however, to the terms and conditions set forth in the Mortgage Indenture and herein):


 










 











		1	The
principal amounts of the First Mortgage Bonds, Series A, due July 15, 2013, the First Mortgage Bonds, Series B, due March 10,
2010 and the First Mortgage Bonds, Series D, due April 1, 2018 have been repaid in full and are no longer outstanding.



 






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GRANTING CLAUSE FIRST


 


All right, title and
interest of the Company, as of the date of the execution and delivery of this Eighth Supplemental Indenture, as originally executed
and delivered, in and to all property, real, personal and mixed, located in the State of Michigan or wherever else situated (other
than Excepted Property), including without limitation, all right, title and interest of the Company in and to the following property
and interests so located (other than Excepted Property):


 


(a)               
all real property owned in fee, easements, easement estates and other interests in real property which are specifically
described or referred to in Exhibit A attached to the Mortgage Indenture and Exhibit A attached hereto;


 


(b)               
all licenses, permits to use the real property of others, franchises to use public roads, streets and other public properties,
rights of way and other rights or interests relating to the occupancy or use of real property;


 


(c)               
all facilities, machinery, equipment and fixtures for the transmission and distribution of electric energy including, but
not limited to, all plants, air and water pollution control and sewage and solid waste disposal facilities, switchyards, towers,
substations, transformers, poles, lines, cables, conduits, ducts, conductors, meters, regulators and all other property used or
to be used for any or all of such purposes;


 


(d)               
all buildings, offices, warehouses, structures or improvements in addition to those referred to or otherwise included in
clauses (a) and (c) above;


 


(e)               
all computers, data processing, data storage, data transmission and/or telecommunications facilities, equipment and apparatus
necessary for the operation or maintenance of any facilities, machinery, equipment or fixtures described or referred to in clause
(c) above;


 


(f)                
all of the foregoing property in the process of construction; and


 


(g)               
(except as hereinbefore or hereinafter expressly excepted) all the right, title and interest of the Company in and to all
other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property
hereinbefore described;


 


GRANTING CLAUSE SECOND


 


Subject to the applicable
exceptions permitted by Sections 8.09, 13.03 and 13.05 of the Mortgage Indenture, all right, title and interest of the Company
in all property of every kind and description and wheresoever situated, real, personal and mixed (other than Excepted Property)
which may be hereafter acquired by the Company, it being the intention of the Company that all such property acquired by the Company
after the date of the execution and delivery of this Eighth Supplemental Indenture, as originally executed and delivered, shall
be as fully embraced within and subjected to the Lien of the Indenture as if such property were owned by the Company as of the
date of the execution and delivery of this Eighth Supplemental Indenture, as originally executed and delivered;


 






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GRANTING CLAUSE THIRD


 


Any Excepted Property,
which may, from time to time after the date of the execution and delivery of this Eighth Supplemental Indenture, as originally
executed and delivered, by delivery or by an instrument supplemental to the Indenture, be subjected to the Lien of the Indenture
by the Company, the Trustee being hereby authorized to receive the same at any time as additional security hereunder; it being
understood that any such subjection to the Lien of the Indenture of any Excepted Property as additional security may be made subject
to such reservations, limitations or conditions respecting the use and disposition of such property or the proceeds thereof as
shall be set forth in such instrument; and


 


GRANTING CLAUSE FOURTH


 


All tenements, hereditaments,
servitudes and appurtenances belonging or in any way appertaining to the aforesaid property, with the reversions and remainders
thereof;


 


EXCEPTED PROPERTY


 


Expressly excepting and
excluding, however, from the Lien of the Indenture all right, title and interest of the Company in and to all Excepted Property,
whether now owned or hereafter acquired;


 


TO HAVE AND TO HOLD all
such property, unto the Trustee, its successors in trust and their assigns forever;


 


SUBJECT, HOWEVER, to
(a) Liens existing at the date of the execution and delivery of the Mortgage Indenture, as
originally executed and delivered, which Liens do not in the aggregate materially and adversely impair the use of the Mortgaged
Property in the operation of the business of the Company, or materially and adversely affect the security afforded by the Indenture,
(b) as to property acquired by the Company after the date of the execution and delivery of the Mortgage Indenture, as originally
executed and delivered, Liens existing or placed thereon at the time of the acquisition thereof (including, but not limited to,
Purchase Money Liens), and (c) Permitted Liens;


 


IN TRUST, for the equal
and ratable benefit and security of the Holders from time to time of all Outstanding Securities without any priority of any such
Security over any other such Security;


 


PROVIDED, HOWEVER,
that the right, title and interest of the Trustee in and to the Mortgaged Property shall cease, terminate and become void in accordance
with, and subject to the conditions set forth in, Article IX of the Mortgage Indenture, and if, thereafter, the principal of and
premium, if any, and interest, if any, on, and any other amounts (including, without limitation, fees, expenses and indemnities)
in connection with, the Securities shall have been paid to the Holders thereof, or shall have been paid to the Company pursuant
to Section 6.03 of the Mortgage Indenture, then and in that case the Indenture shall terminate, and, upon request of the Company,
the Trustee shall execute and deliver to the Company such instruments as the Company shall require to evidence such termination;
otherwise the Indenture, and the estate and rights hereby granted, shall be and remain in full force and effect;


 






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IT IS HEREBY COVENANTED
AND AGREED by and between the Company and the Trustee that all the Securities are to be authenticated and delivered, and that the
Mortgaged Property is to be held, subject to the further covenants, conditions and trusts set forth in the Indenture; and


 


THE PARTIES HEREBY COVENANT
AND AGREE as follows:


 


ARTICLE
One


 


DEFINITIONS
AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


(a)               
Indenture Definitions. Each capitalized term that is used herein and is defined in the Indenture shall have the meaning
specified in the Indenture unless such term is otherwise defined herein; provided, however, that any reference to a "Section"
or "Article" refers to a Section or Article, as the case may be, of this Eighth Supplemental Indenture, unless otherwise
expressly stated.


 


(b)               
Additional Definitions. For purposes of this Eighth Supplemental Indenture, except as otherwise expressly provided
or unless the context otherwise requires, the following capitalized terms shall have the meanings set forth below:


 


"Bonds"
has the meaning assigned to that term in Section 2.01(a) hereof.


 


"Bondholders"
means (a) the Initial Bondholders and (b) each subsequent holder of a Bond as shown on the register maintained by the Company pursuant
to Section 3.05 of the Indenture.


 


"Capital Stock"
means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether
voting or non-voting) in the equity of such Person, including, without limitation, all partnership interests, limited liability
company membership or other interests, common stock, preferred stock and beneficial interests in a trust and any and all warrants,
rights or options to purchase any of the foregoing.


 


"Capital Lease"
means, with respect to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP prior to the implementation of any GAAP Lease Changes is, or is required to be, accounted for as a lease obligation
on the balance sheet of that Person.


 


"Capital Lease
Obligation" means, with respect to any Person, all obligations under Capital Leases of such Person and its subsidiaries,
in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP prior to the implementation of any
GAAP Lease Changes.


 


"Change in Ownership"
means and shall be deemed to have occurred if Holdco ceases to own, directly or indirectly, 85% of the Capital Stock of the Company.


 


"Closing Date"
means August 28, 2019.


 


"Code"
means the United States Internal Revenue Code of 1986, as amended.


 






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"Debt"
means, without duplication, with respect to any Person, the sum of (a) liabilities for borrowed money, (b) liabilities (excluding
accounts payable and other accrued liabilities arising in the ordinary course of business) for the deferred purchase price of property
and conditional sale or title retention agreements, (c) Capital Lease Obligations, (d) liabilities for borrowed money secured by
a Lien on property, (e) reimbursement obligations (contingent or otherwise) in respect of letters of credit, performance bonds
or bankers' acceptances, (f) obligations under any Hedging Agreements, (g) liabilities for Synthetic Leases, (h) obligations evidenced
by bonds, debentures, notes or similar instruments and (i) any guarantee with respect to liabilities in clauses (a) through (h)
above. All references to the principal amount of Debt outstanding at any time shall be understood to include not only the principal
amount of any liabilities for borrowed money or of any bonds, debentures, notes or similar instruments, but also obligations (including
those related to reimbursement obligations in respect of letters of credit, but excluding those in respect of interest, fees and
other similar amounts) under all other types of Debt described in this definition.


 


"Default"
means the occurrence and continuance of an event, which, with the giving of notice or lapse of time, or both, would constitute
an Event of Default.


 


"Dispose"
or "Disposition" means a sale, lease, transfer or other disposition of any assets of the Company.


 


"Eighth Supplemental
Indenture" has the meaning assigned to that term in the introductory paragraph hereof.


 


"Environmental
Laws" means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, licenses or legally enforceable governmental restrictions relating to pollution and the protection of
the environment or the release of any Hazardous Materials into the environment.


 


"Event of Default"
has the meaning assigned to that term in Article Four of this Eighth Supplemental Indenture.


 


"FERC"
means the United States Federal Energy Regulatory Commission.


 


"Financing Agreements"
means the Indenture, including this Eighth Supplemental Indenture, the Purchase Agreement and the Bonds.


 


"GAAP"
means those generally accepted accounting principles in the United States as in effect from time to time.


 


"GAAP Lease Changes"
means any changes in GAAP occurring after March 29, 2018, the effect of which would be to cause leases which would be treated as
operating leases under GAAP as of March 29, 2018 to be recorded as a liability/debt on the Company’s statement of financial
position under GAAP.


 


"Hazardous Materials"
means any and all pollutants, toxic or hazardous wastes or other substances that could reasonably be expected to pose a hazard
to health and safety, the removal of which could reasonably be expected to be required or the generation, manufacture, refining,
production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage
or filtration of which is restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea
formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar
restricted, prohibited or penalized substances.


 






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"Hedging Agreements"
means all interest rate swaps, caps or collar agreements or similar arrangements dealing with interest rates or currency exchange
rates or the exchange of nominal interest obligations, either generally or under specific contingencies.


 


"Holdco"
means ITC Holdings Corp., a Michigan corporation.


 


"Indenture"
means the Mortgage Indenture, as supplemented and modified by any and all indentures supplemental thereto, including this Eighth
Supplemental Indenture.


 


"Initial Bondholder"
means each Bondholder listed on Schedule A to the Purchase Agreement purchasing any Bonds on the Closing Date.


 


"Institutional
Investor" means (a) any Initial Bondholder, (b) any holder of more than $5,000,000 of the aggregate principal amount of
the Bonds and (c) any bank, trust company, other financial institution, pension plan, investment company, insurance company, or
similar financial institution.


 


"Investment"
or "Invest" means (a) a purchase or acquisition of, or an investment or reinvestment in, Rate Base Assets or (b)
without duplication, the making of a firm, good faith contractual commitment, in the ordinary course of business and not subject
to any conditions in the Company's control, to purchase or acquire, or invest or reinvest in, Rate Base Assets.


 


"Law"
means any federal, state, local (including municipal) or other statute, law, rule, regulation, ordinance, order, code, policy or
rule of common law, now or hereafter in effect, and any judicial or administrative interpretation thereof by a Governmental Authority
or otherwise (including any judicial or administrative order, consent decree or judgment to which the Company is a party).


 


"Make-Whole Amount"
means, with respect to any Bond, an amount, as determined by the Company, equal to the excess, if any, of the Discounted Value
of the Remaining Scheduled Payments with respect to the Called Principal of such Bond over the amount of such Called Principal;
provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining any Make-Whole Amount,
the following terms have the following meanings:


 


"Called Principal"
means, with respect to any Bond, the principal of such Bond that is to be redeemed pursuant to Section 2.03 or 2.04
or has become or is declared to be immediately due and payable pursuant to Section 10.02 of the Indenture, as the context requires.


 


"Discounted Value"
means, with respect to the Called Principal of any Bond, the amount obtained by discounting all Remaining Scheduled Payments with
respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal,
in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest
on the Bonds is payable) equal to the Reinvestment Yield with respect to such Called Principal.


 






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"Reinvestment Yield"
means, with respect to the Called Principal of any Bond, 0.50% over the yield to maturity implied by (i) the yields reported, as
of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal,
on the display designated as "Page PX1" on the Bloomberg Financial Markets Services Screen (or such other display as
may replace Page PX1 on the Bloomberg Financial Markets Services Screen) for the most recently issued actively traded on the run
U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date,
or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including
by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have
been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal
Reserve Statistical Release H.15 (or any comparable successor publication) for actively traded on the run U.S. Treasury securities
having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. In the case
of each determination under clause (i) or clause (ii), as the case may be, of the preceding sentence, such implied yield will be
determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted
financial practice and (b) interpolating linearly between (1) the applicable actively traded on the run U.S. Treasury security
with the maturity closest to and greater than such Remaining Average Life and (2) the applicable actively traded on the run U.S.
Treasury security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded
to the number of decimal places as appears in the interest rate of the applicable Bond.


 


"Remaining Average Life"
means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing
(i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining
Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year)
that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.


 


"Remaining Scheduled
Payments" means, with respect to the Called Principal of any Bond, all payments of such Called Principal and interest
thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal
were made prior to its scheduled due date; provided that if such Settlement Date is not a date on which interest payments
are due to be made under the terms of the Bonds, then the amount of the next succeeding scheduled interest payment will be reduced
by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 2.03
or 2.04 or Section 10.02 of the Indenture.


 


"Settlement Date"
means, with respect to the Called Principal of any Bond, the date on which such Called Principal is to be redeemed pursuant to
Section 2.03 or 2.04 or has become or is declared to be immediately due and payable pursuant to Section 10.02 of the Indenture,
as the context requires.


 


"Material"
means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company.


 


"Material Adverse
Effect" means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties
of the Company, (b) the ability of the Company to perform its obligations under any Financing Agreement (including, the timely
payments of principal of, or Make-Whole Amount, if any, and interest on, the Bonds), (c) the legality, validity or enforceability
of the Financing Agreements or (d) the perfection or priority of the Liens purported to be created pursuant to the Indenture or
the rights and remedies of the Bondholders with respect thereto.


 






    8


     


    

 



 


"MISO"
means the Midcontinent Independent System Operator, Inc. (formerly known as the Midwest Independent Transmission System Operator,
Inc.).


 


"Mortgage Indenture"
has the meaning assigned to that term in the first Recital.


 


"Net Proceeds"
means, with respect to any Disposition of assets, the gross proceeds thereof (including any such proceeds received by way of deferred
payment, installment, price adjustment or otherwise), whether in cash or otherwise, net of any taxes paid or reasonably estimated
to be paid as a result thereof (after taking into account any available tax credits or deductions applicable thereto).


 


"OATT"
means, at any given time, the open access transmission tariff of MISO that is applicable to the Company, approved by the FERC and
then in effect.


 


"Property"
means any right or interest in or to assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible
or intangible.


 


"Purchase Agreement"
means that certain Bond Purchase Agreement, to be dated on or about August 28, 2019, between the Company and the Initial Bondholders.


 


"Rate Base Assets"
means assets of the Company which are included in FERC's determination of the Company's revenue requirement under the OATT.


 


"Responsible
Officer", when used with respect to the Company, means any Senior Financial Officer or any vice president of the Company
or Holdco and any other officer of the Company or Holdco with responsibility for the administration of the relevant Financing Agreement,
or portion thereof.


 


"Senior Financial
Officer" means the chief financial officer, principal accounting officer, treasurer, comptroller or any vice president
of Holdco.


 


"Senior Secured
Debt" means (i) the Bonds, (ii) the 6.125% First Mortgage Bonds, Series C, due March 31, 2036 issued pursuant to the Indenture,
(iii) the 5.75% First Mortgage Bonds, Series D, due April 1, 2018 issued pursuant to the Indenture, (iv) the 4.625% First Mortgage
Bonds, Series E, due August 15, 2043 issued pursuant to the Indenture, (v) the 4.27% First Mortgage Bonds, Series F, due June 10,
2044, (vi) the 4.00% First Mortgage Bonds, Series G, due March 30, 2053, (vii) any other amounts due and owing under the Indenture
and (viii) other Securities Outstanding issued pursuant to the Indenture.


 


"Subordinated
Debt" means unsecured Debt of the Company fully subordinated in right of payment to the Bonds, any other amounts due and
owing under the Indenture and other Senior Secured Debt substantially on the terms set forth in Exhibit B attached hereto.


 


"Synthetic Leases"
means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product,
where such transaction is considered debt for borrowed money for tax purposes but is classified as an operating lease in accordance
with GAAP.


 






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ARTICLE
Two



TITLE, FORM AND TERMS AND CONDITIONS OF THE BONDS


 


Section 2.01. The Bonds.


 


(a)              
The Securities of this series to be issued under the Indenture pursuant to this Eighth Supplemental
Indenture shall be designated as "3.30% First Mortgage Bonds, Series H due 2049" (the "Bonds") and shall
be Securities issued under the Indenture.


 


(b)              
The Trustee shall authenticate and deliver the Bonds for original issue on the Closing Date
in the aggregate principal amount of $75,000,000, upon a Company Order for the authentication and delivery thereof pursuant to
Section 4.01 of the Indenture.


 


(c)               
Interest on the Bonds shall be payable to the Persons in whose names such Bonds are registered
at the close of business on the Regular Record Date for such interest (as specified in subsection (e) below), except as otherwise
expressly provided in the form of such Bonds attached hereto as Exhibit C.


 


(d)              
The Bonds shall mature and the principal thereof shall be due and payable together with all
accrued and unpaid interest thereon on August 28, 2049.


 


(e)              
The Bonds shall bear interest at the rate of 3.30% per annum; provided that, to the extent
permitted by law, any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any
overdue payment of any Make-Whole Amount shall bear interest at a rate per annum from time to time equal to the greater of (x)
5.30% and (y) 2.0% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New
York as its "base" or "prime" rate. Interest shall accrue on the Bonds from the Closing Date, or the most recent
date to which interest has been paid or duly provided for. The Interest Payment Dates for the Bonds shall be February 28 and August
28 in each year, commencing February 28, 2020, and the Regular Record Dates with respect to the Interest Payment Dates for the
Bonds shall be the 15th calendar day preceding each Interest Payment Date (whether or not a Business Day); provided, however,
that interest payable at Maturity will be payable to the Bondholder to whom principal is payable.


 


(f)               
Subject to Section 2.02 hereof, the office or agency of the Trustee in New York, New
York, which as of the date hereof is located at c/o The Bank of New York Mellon, 111 Sanders Creek Pkwy, 111
Sanders Creek Corporate Center (Bldg), East Syracuse, NY 13057, shall be the place at which the principal of and Make-Whole
Amount, if any, and interest on the Bonds shall be payable. The office or agency of the Trustee in New York, New York, which as
of the date hereof is located at c/o The Bank of New York Mellon, 111 Sanders Creek Pkwy, 111
Sanders Creek Corporate Center (Bldg), East Syracuse, NY 13057, shall be the place at which registration of transfer
of the Bonds may be effected; and The Bank of New York Mellon Trust Company, N.A. shall be the Security Registrar and the Paying
Agent for the Bonds; provided, however, that the Company reserves the right to designate, by one or more Officer's Certificates,
its principal office in Novi, Michigan as any such place or itself as the Security Registrar; provided, however, that there
shall be only a single Security Registrar for the Bonds.


 


(g)              
The Bonds shall be issuable in registered form in denominations of at least $250,000 or any
integral multiple thereof.


 






    10


     


    

 


(h)               All
payments of the principal of and Make-Whole Amount, if any, and interest on the Bonds shall be made in such coin or currency of
the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.


 


(i)                The
Bonds shall not be defeasible pursuant to Sections 9.04(b) or (c) of the Indenture and such Sections of the Indenture shall not
apply to the Bonds.


 


(j)               
The Bonds shall have such other terms and provisions as are provided in the form thereof attached
hereto as Exhibit C, and shall be issued in substantially such form.


 


Section 2.02. Payment
on the Bonds.


 


(a)              
Subject to Section 2.02(b) hereof, payments of principal, Make-Whole Amount, if any, and interest becoming due and
payable on the Bonds shall be made at the Place of Payment designated in Section 2.01(f) hereof or such place as the Company
may at any time, by notice, specify to each Bondholder, so long as such Place of Payment shall be either the principal office of
the Company or an office of a bank or trust company in New York, New York.


 


(b)               So
long as any Initial Bondholder or its nominee shall be a Bondholder, and notwithstanding anything contained in the Indenture,
Section 2.02(a) hereof or in such Bond to the contrary, the Company will pay all sums becoming due on such Bond for principal,
Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below such Initial Bondholder's
name in Schedule A to the Purchase Agreement, or by such other method or at such other address as such Initial Bondholder shall
have from time to time specified to the Company and the Trustee in writing for such purpose in accordance with the Purchase Agreement,
without the presentation or surrender of such Bond or the making of any notation thereon, except that concurrently with or reasonably
promptly after payment or redemption in full of any Bond, such Initial Bondholder shall surrender such Bond for cancellation to
the Company at its principal office or at the Place of Payment most recently designated by the Company pursuant to Section
2.02(a) hereof. Prior to any sale or other disposition of any Bond held by such Initial Bondholder or its nominee such Initial
Bondholder will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest
has been paid thereon or surrender such Bond to the Company in exchange for a new Bond or Bonds pursuant to Section 3.05 of the
Indenture; provided, that a transfer by endorsement shall not constitute a registration of transfer for purposes of the Indenture
and the Trustee and any agent of the Trustee shall be entitled to the protections of Section 3.08 of the Indenture with respect
to any Bond, the transfer of which has not been so registered. The Company will afford the benefits of this Section 2.02(b)
to any Institutional Investor that is the direct or indirect transferee of any Bond purchased by such Initial Bondholder under
the Indenture. The Company agrees and acknowledges that the Trustee shall not be liable for any Bondholder's failure to perform
its obligations under this Section 2.02(b). Each Initial Bondholder and any such Institutional Investor by its purchase
of its Bond agrees to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without
negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Bondholder's or Institutional
Investor's failure to comply with the provisions of this Section 2.02(b), including the costs and expenses of defending
itself against any claim or liability in connection therewith, such indemnity to survive the payment of such Bonds and the resignation
or removal of the Trustee.


 


(c)               Notwithstanding
anything to the contrary in Section 1.18 of the Indenture, if the Stated Maturity or any Redemption Date of the Bonds shall not
be a Business Day at any Place of Payment, then (notwithstanding any other provision of the Indenture or this Eighth Supplemental
Indenture) payment of interest on or principal (and premium, if any) of the Bonds due at the Stated Maturity or on any Redemption
Date thereof need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such
Place of Payment with the same force and effect as if made on the Stated Maturity or on any Redemption Date thereof, provided that
interest shall accrue on the outstanding principal amount of the Bonds due at the Stated Maturity or on any Redemption Date thereof
at the rate set forth in the Bonds until the date of actual payment.


 






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Section 2.03. Mandatory
Redemption of the Bonds.


 


Pursuant to Section 5.01
of the Indenture, in the event that any one or more Dispositions during any consecutive 12-month period yield Net Proceeds in excess
of 10% of the Fair Value of the Mortgaged Property as of the last day of the fiscal quarter of the Company most recently ended,
in the aggregate, the Net Proceeds of such Disposition or Dispositions shall be used for the mandatory redemption of the Bonds,
and/or the redemption or prepayment of other Senior Secured Debt in accordance with its terms, on a date which is no more than
nine months following a Disposition that, when aggregated with any other Dispositions, requires compliance with this Section
2.03 unless (x) during the nine-month period immediately preceding the date of such Disposition, the Company Invested in any
Rate Base Assets in which case an amount of such Net Proceeds equal to the excess, if any, of (A) the total aggregate amount of
all such Investments made during such preceding nine-month period (excluding, however, the amount of any Investments made pursuant
to clause (b) of the definition of "Investment" that were not expended for Rate Base Assets during such nine-month period)
over (B) the aggregate amount of Debt incurred by the Company (which, with respect to any Debt incurred under any permitted credit
facility of a revolving nature, shall be calculated on a net basis after taking into account any borrowings, prepayments, repayments,
reborrowings or other extensions of credit made by or in favor of the Company thereunder), in each case, during such preceding
nine-month period, need not be applied to such redemption or prepayment, as the case may be, or (y) during the nine-month period
following the date of such Disposition, the Company shall Invest in Rate Base Assets, in which case an amount of such Net Proceeds
so Invested during such following nine-month period need not be applied to such redemption or prepayment, as the case may be; provided,
however, that in the event that any such amounts referred to in this clause (y) Invested pursuant to clause (b) of the definition
of "Investment" are not expended for Rate Base Assets within a period of six months from the end of such following nine-month
period, any such amounts not so expended shall be used for the mandatory redemption of the Bonds, and/or the redemption or prepayment
of other Senior Secured Debt in accordance with its terms, on a date not later than the last day of such six month period. Any
redemption of the Bonds pursuant to this Section 2.03 shall be made (i) at a Redemption Price equal to the principal amount
of the Bonds being redeemed and shall be accompanied by payment of accrued and unpaid interest on the principal amount of the Bonds
so redeemed to the redemption date and a Make-Whole Amount and (ii) in accordance with the procedures for optional redemption set
forth in Section 2.04(c) hereof. Notwithstanding anything to the contrary in this Section 2.03, any amounts utilized
pursuant to clauses (x) or (y) above to reduce the amount of Net Proceeds required to be applied to redemption of the Bonds and/or
redemption or prepayment of other Senior Secured Debt in accordance with its terms may be utilized no more than once with respect
to the Net Proceeds of any one or more Dispositions occurring in any consecutive twelve month period.


 


Section 2.04. Optional
Redemption.


 


(a)               
Pursuant to Section 5.01 of the Indenture, the Bonds may be redeemed at the option of Company, in whole or in part, at any
time or from time to time at a Redemption Price equal to the principal amount of such Bonds plus the Make-Whole Amount plus accrued
and unpaid interest thereon to the redemption date; provided, however, that if the Bonds are redeemed in part, the Bonds
shall not be redeemed in an amount less than $5,000,000 of the aggregate principal amount of the Bonds then Outstanding.


 






    12


     


    

 


(b)               Pursuant
to Section 5.01 of the Indenture, the Bonds may be redeemed at the option of the Company, in whole, on or after February 28, 2049
at a redemption price equal to the principal amount of such Bonds plus accrued and unpaid interest thereon to the redemption date.


 


(c)               Notwithstanding
anything to the contrary in Article V of the Indenture, the redemption of the Bonds shall take place in accordance with the procedures
and requirements set forth in this Section 2.04(c), without prejudice to the requirements of Section 5.02 (which shall
for purposes of this Eighth Supplemental Indenture also be applicable to a redemption under Section 2.03 hereof) and Sections
5.05 and 5.06 of the Indenture. The Company (or the Security Registrar, if so requested, in writing, pursuant to Section 5.04
of the Indenture) shall give each Bondholder written notice of each optional redemption under this Section 2.04, or a mandatory
redemption under Section 2.03 hereof, as the case may be, not less than ten (10) days and not more than sixty (60) days
prior to the date fixed for such redemption. Each such notice shall specify such date, the aggregate principal amount of the Bonds
to be redeemed on such date, the principal amount of each Bond held by such Bondholder to be redeemed (determined in accordance
with Section 2.04(d) hereof) and the interest to be paid on the redemption date with respect to such principal amount being
redeemed, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount, if applicable,
due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth
the details of such computation. Two (2) Business Days prior to such redemption, the Company shall deliver to each Bondholder
and the Trustee a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount, if applicable,
as of the specified redemption date. The Trustee shall have no responsibility for such calculation. Each notice of redemption
shall be irrevocable and unconditional and the principal amount of each Bond to be redeemed shall mature and become due and payable
on the date fixed for such redemption (which shall be a Business Day), together with interest on such principal amount accrued
to such date and the Make-Whole Amount (if applicable). From and after such date, unless the Company shall fail to pay such principal
amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal
amount shall cease to accrue. Any Bond redeemed in full shall be surrendered (as contemplated by Section 2.02(b) hereof)
to the Company and cancelled and shall not be reissued, and no Bond shall be issued in lieu of any redeemed principal amount of
any Bond.


 


(d)               Notwithstanding
anything to the contrary in Article V of the Indenture, in the case of each partial redemption of the Bonds pursuant to Section
2.04(c) hereof, the Company shall redeem the same percentage of the unpaid principal amount of the Bonds, and the principal
amount of the Bonds so to be redeemed shall be allocated by the Trustee among all of the Bonds at the time Outstanding in proportion,
as nearly as practicable, to the respective unpaid principal amounts thereof not theretofor called for redemption.


 


Section 2.05. Purchase
of Bonds.


 


Except as may be agreed
to by a Bondholder or Bondholders in connection with an offer made to all Bondholders on the same terms and conditions, the Company
shall not and shall not permit any Affiliate to purchase, redeem or otherwise acquire, directly or indirectly, any of the Outstanding
Bonds except upon the payment or redemption of the Bonds in accordance with the terms of the Indenture. The Company will promptly
cause the Trustee to cancel all Bonds acquired by it or any Affiliate pursuant to any payment, redemption or purchase of Bonds
pursuant to any provision of the Indenture and no Bonds may be issued in substitution or exchange for any such Bonds.


 






    13


     


    

 


Section 2.06. Payment
upon Event of Default.


 


Upon any Bonds becoming
due and payable under Section 10.02 of the Indenture, whether automatically or by declaration, such Bonds will forthwith mature
and the entire unpaid principal amount of such Bonds, plus (x) all accrued and unpaid interest thereon (including, without limitation,
interest accrued thereon at the applicable rate for overdue payments) and (y) the Make-Whole Amount determined in respect of such
principal amount, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further
notice, all of which are hereby waived. The Company acknowledges that each holder of a Bond has the right to maintain its investment
in the Bonds free from repayment by the Company (except as herein specifically provided for) and that the provision for payment
of a Make-Whole Amount by the Company in the event that the Bonds have become due and payable under Section 10.02 of the Indenture,
whether automatically or by declaration, as a result of an Event of Default, is intended to provide compensation for the deprivation
of such right under such circumstances.


 


Section 2.07. Transfers.


 


In registering the transfer
of any Bond in accordance with Section 3.05 of the Indenture, the Security Registrar and the Trustee shall have no responsibility
to monitor securities law compliance in connection with any such transfer.


 


ARTICLE
Three



ADDITIONAL COVENANTS


 


Section 3.01. Affirmative
Covenants of the Company.


 


For purposes of the Bonds,
pursuant to Section 3.01(u) of the Indenture, Article VI of the Indenture is hereby supplemented by incorporating therein the following
additional affirmative covenants which the Company shall observe solely for the benefit of the Bondholders for so long as any Bond
is Outstanding:


 


(a)               Use
of Proceeds. The Company shall apply the net proceeds from the issuance and sale of the Bonds to (i) refinance existing indebtedness,
partially fund capital expenditures or for general corporate purposes, and (ii) pay reasonable fees and expenses associated with
the sale of the Bonds.


 


(b)               Compliance
with Laws and Regulations. The Company shall comply with all Laws (including Environmental Laws) to which its Property or
assets may be subject, except where failure to comply would not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect. In addition, the Company shall immediately pay or cause to be paid when due all costs and expenses
incurred in such compliance, except to the extent that the same is being contested in good faith by the Company through appropriate
means under circumstances where none of the Mortgaged Property or the Liens thereon will be endangered.


 


(c)               Real
Estate Filings. To the extent that any filing required to perfect any security interest in real property or fixtures constituting
Mortgaged Property is not made on or prior to the Closing Date, the Company shall undertake to present all such documents for
filing with the appropriate registers of deeds as soon as practicable after the Closing Date, but in no event shall any such presentation
for filing take place more than five (5) Business Days after the Closing Date; provided that the Company shall confirm
by an Officer's Certificate delivered to the Trustee within six (6) weeks after the Closing Date that each such document has been
recorded with the applicable registers of deeds and the security interests created or purported to be created in real property
or fixtures by such documents have been fully perfected by recording in the land records, except for documents to be recorded
in the registers of deeds in the Counties of Oakland and Monroe in the State of Michigan, in which case the Company shall confirm
by an Officer's Certificate delivered to the Trustee no more than three (3) months after the Closing Date with respect to the
Counties of Oakland and Monroe.


 






    14


     


    

 


(d)               Delivery of Opinions of Counsel. The Company shall deliver, or cause to be delivered, to the Trustee the opinions
of counsel required pursuant to Section 4.4(a) of the Purchase Agreement.


 


(e)               [Reserved].


 


Section 3.02. Negative
Covenants of the Company.


 


For purposes of the Bonds,
pursuant to Section 3.01(u) of the Indenture, Article VI of the Indenture is hereby supplemented by incorporating therein the following
negative covenants which the Company shall observe solely for the benefit of the Bondholders for so long as any Bond is Outstanding:


 


(a)              
Limitation on Lines of Business. As of the Closing Date, the Company is in the business of owning electric transmission
facilities and providing electric transmission service over such facilities. From the Closing Date onward, the Company shall not
engage in any business, if as a result, the general nature of the business engaged in by the Company taken as a whole would be
substantially changed from the general nature of the business the Company is engaged in on the Closing Date.


 


(b)               Amendments
to Exhibit B Hereto. The Company shall not make any amendments or changes to the subordination terms and conditions set forth
in Exhibit B hereto that adversely affect the Bondholders without the prior written consent of the Bondholders of all the
Outstanding Bonds.


 


ARTICLE
Four



ADDITIONAL EVENTS OF DEFAULT; REMEDIES


 


Section 4.01. Events
of Default.


 


For purposes of the Bonds,
pursuant to Section 3.01(u) of the Indenture, Section 10.01 of the Indenture shall be supplemented to include as "Events of
Default" thereunder the occurrence of any of the following events (each such event, together with those "Events of Default"
in Section 10.01 of the Indenture, an "Event of Default");


 


(a)               Material
Covenants. The Company shall fail to perform or observe any covenant set forth in Section 3.02 hereof or its obligation
to provide notice to the Bondholders under Section 7.1(b) of the Purchase Agreement and such failure is not cured within thirty
(30) days after earlier to occur of (i) a Responsible Officer of the Company obtaining actual knowledge of such failure and (ii)
the Company receiving written notice of such failure from the Trustee or any Bondholder in accordance with the terms of the Indenture
or the Purchase Agreement;


 


(b)               Other
Covenants. The Company shall fail to perform or observe any of its obligations or covenants (other than the covenants described
in Section 4.01(a) hereof) contained in any of the Financing Agreements, including Section 7 of the Purchase Agreement (or in
any modification or supplement thereto), and such failure is not cured within sixty (60) days (or ninety (90) days with respect
to the covenant contained in Section 12.04 of the Indenture) after the earlier to occur of (i) a Responsible Officer of the Company
obtaining actual knowledge of such failure and (ii) the Company receiving written notice of such failure from the Trustee or any
Bondholder in accordance with the terms of the Indenture or the Purchase Agreement;


 






    15


     


    

 


(c)               Representations.
Any representation, warranty or certification by the Company in any of the Financing Agreements or in any certificate furnished
to the Trustee or any Bondholder pursuant to the provisions of this Eighth Supplemental Indenture or any other Financing Agreement
shall prove to have been false in any Material respect as of the time made or furnished, as the case may be;


 


(d)               Debt.


 


(i)              The
Company shall be in default in the payment of any principal, premium, including any make-whole amount, if any, or interest on
any Debt (other than Subordinated Debt) in the aggregate principal amount of $30,000,000 or more beyond the expiration of any
applicable grace or cure period relating thereto;


 


(ii)             The Company shall be in default in the performance or compliance with any term (other than
those referred to in Section 4.01(d)(i) hereof) of any agreement or instrument evidencing any Debt (other than Subordinated
Debt) in the aggregate principal amount of $30,000,000 or more or any other document relating thereto or any condition exists and,
as a consequence, such Debt has become or has been declared (or the holder or beneficiary of such Debt or a trustee or agent on
behalf of such holder or beneficiary is entitled to declare such Debt to be) due and payable before its stated maturity or before
its regularly scheduled dates of payment; or


 


(iii)           
As a consequence of the occurrence or continuation of any event or condition (other than the
passage of time or the right of the holder of Debt to convert such Debt into equity interests), other than as provided in Sections
2.03 or 2.04 hereof or Section 5.01 of the Indenture, (x) the Company shall have become obligated to purchase or repay any Debt
before its regularly scheduled maturity date in the aggregate principal amount of $30,000,000 or more or (y) one or more Persons
have the right to require such Debt to be purchased or repaid;


 


(e)               Judgments.
Any judgment or judgments for the payment of money in excess of $30,000,000 (or its equivalent in any other currency) in the aggregate
by the Company, which is, or are, not covered by insurance, shall be rendered by one or more courts, administrative tribunals
or other bodies having jurisdiction over the Company and the same shall not be discharged (or provision shall not be made for
such discharge), bonded or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and
the Company shall not, within said period of 60 days, or such longer period during which execution of the same shall have been
stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; or


 


(f)                Change
in Ownership. A Change in Ownership shall occur.


 


Section 4.02. Acceleration
of Maturity.


 


For purposes of the Bonds,
pursuant to Section 3.01(u) of the Indenture, Section 10.02 of the Indenture shall be supplemented as follows:


 






    16


     


    

 


(a)              
Acceleration of Maturity. In addition to the provisions set forth in Section 10.02
of the Indenture, if an Event of Default arising from the failure to pay principal of, or interest on, or any Make-Whole Amount
relating to the Bonds shall have occurred and be continuing, then in every such case each Holder of Bonds may declare the principal
amount of the Bonds held by it to be due and payable immediately, by a notice in writing to the Company and to the Trustee, and
upon receipt by the Company or the Trustee of such notice of such declaration, such principal amount, together with Make-Whole
Amount and accrued interest, if any, thereon (including, without limitation, interest accrued thereon at the applicable rate for
overdue payments), shall become immediately due and payable.


 


ARTICLE
Five



Net earnings certificate


 


Notwithstanding Section
1.04 or any other provision of the Mortgage Indenture, the Net Earnings Certificate delivered in connection with the initial issuance
of Bonds on the Closing Date shall be made and signed by an Accountant if it is not signed by an independent public accountant.


 


ARTICLE
Six



lien


 


The Bonds are entitled
to the benefit of the Lien under the Mortgage Indenture, including, without limitation, the Lien on the property referred to in
Exhibit A to the Mortgage Indenture, Exhibit D attached to the Third Supplemental Indenture, Exhibit D attached to the Fourth Supplemental
Indenture, Exhibit D attached to the Fifth Supplemental Indenture, Exhibit A attached to the Sixth Supplemental Indenture, Exhibit
A attached to the Seventh Supplemental Indenture and Exhibit A attached hereto.


 


ARTICLE
Seven



amendments to the PROVISIONS


 


Subject to Article
Eight hereof:


 


(a)               The
definition of "Corporate Trust Office" in Section 1.01 of the Mortgage Indenture is hereby amended by deleting such
section in its entirety and substituting in lieu thereof the following: "Corporate Trust Office" means the office of
the Trustee in Chicago, Illinois at which at any particular time its corporate trust business is administered, which office at
the date of the execution and delivery of this Indenture, is located at 2 N. LaSalle Street, Suite 700, Chicago, Illinois 60602,
Attention: Corporate Trust Administration.


 


(b)               Clause (d) of the definition of "Excepted Property" in the preamble of the Mortgage Indenture is hereby amended
by deleting the phrase "for the purpose of sale or lease."


 


(c)               Clauses (b), (c), (d), (f) and (g) of the definition of "Investment Securities" in Section 1.01
of the Mortgage Indenture is hereby amended by replacing the phrase "rated by a nationally recognized rating organization
in either of the two (2) highest rating categories (without regard to modifiers) for short-term securities or in any of the
three (3) highest rating categories (without regard to modifiers) for long-term securities" with the phrase "rated
investment grade by a nationally recognized rating organization."


 






    17


     


    

 



 


(d)               
Clause (c) of the definition of "Permitted Liens" in Section 1.01 of the Mortgage Indenture is hereby amended
by replacing the phrase "Five Million Dollars ($5,000,000)" with the phrase "Fifty Million Dollars ($50,000,000)"
and by replacing the phrase "three percentum (3%)" with the phrase "ten percentum (10%)," and clause (u) of
the definition of "Permitted Liens" in Section 1.01 of the Mortgage Indenture is hereby amended by replacing the phrase
"twenty five million dollars ($25,000,000)" with the phrase "seventy five million dollars ($75,000,000)."


 


(e)               
The definition of "Person" in Section 1.01 of the Mortgage Indenture is hereby amended by deleting such section
in its entirety and substituting in lieu thereof the following: "'Person' means any individual, corporation, limited
liability company, partnership, limited liability partnership, association, company, joint stock company, joint venture, trust
or unincorporated organization or any Governmental Authority."


 


(f)                
Sections 1.03(b)(ii)(B) and 1.03(b)(ii)(C) of the Mortgage Indenture are hereby amended by replacing the phrase "ten-sevenths
(10/7)" with the phrase "three-halves (3/2)."


 


(g)               
Section 1.08 of the Indenture is hereby amended by deleting the Trustee’s address and substituting in lieu thereof
the following:


 


The Bank of New York Mellon Trust Company, N.A.


2 N. LaSalle Street, Suite 700


Chicago, IL 60602


Attention: Corporate Trust Administration


 


(h)               
Section 1.13 of the Mortgage Indenture is hereby amended by deleting such section in its entirety and substituting
in lieu thereof the following: "In case any provision, or any portion of any provision, in this Indenture or the Securities
shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions (or
portion thereof) shall not in any way be affected or impaired thereby."


 


(i)                
Section 1.17 of the Indenture is hereby amended by adding ", Holders (by their purchase of the Securities)" after
"Company".


 


(j)                
The Indenture is hereby amended by adding the following Section 1.20:


 


"SECTION 1.20. FATCA.


 


Notwithstanding anything to the
contrary contained in the Mortgage Indenture (as amended or supplemented), the Company, the Trustee and any Paying Agent may, to
the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed from principal or interest
payments, or any other amounts due hereunder. The Company, the Trustee and the Paying Agent shall reasonably cooperate with each
other and shall provide each other with copies of documents or information reasonably necessary for each of the Company, the Trustee
and the Paying Agent to comply with any withholding tax or tax information reporting obligations imposed on any of them, including
any obligations imposed pursuant to an agreement with a governmental authority."


 


(k)               
Sections 4.02(a), 4.02(b)(ii)(L), 6.07(b)(iii), 6.07(c)(iii), 8.03(d), 8.03(f), 8.03(x), 8.03(y), 8.04(d), 8.05, 8.06(a)
and 8.07 of the Mortgage Indenture are hereby amended by replacing the phrase "seventy percentum (70%)" with the phrase
"sixty six and two-thirds percentum (66 2/3%)."


 






    18 


     


    

 


(l)                
Section 6.01(b) of the Mortgage Indenture is hereby amended by deleting such section in its entirety and substituting
in lieu thereof the following: "At the date of the execution and delivery of this Indenture, as originally executed and delivered,
the Company covenants and agrees that it shall be lawfully possessed of the Mortgaged Property except for any legal defects or
other failures to lawfully possess Mortgaged Property that do not in the aggregate materially impair the use by the Company of
the Mortgaged Property considered as a whole for the purposes for which it is held by the Company."


 


(m)             
Section 9.04(d)(i) of the Mortgage Indenture is hereby amended by deleting such section in its entirety and substituting
in lieu thereof the following: "The Company shall irrevocably have deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities, (1) cash in an amount, or (2) Eligible Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before
the due date of any payment, cash in an amount, or (3) a combination thereof, in each case sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee to pay and discharge, (i) the principal of and any premium and each installment
of principal of and any premium and interest on the Outstanding Securities on the respective Stated Maturities or Redemption Date,
and (ii) any mandatory sinking fund payments applicable to the Securities on the day on which such payments are due and payable
in accordance with the terms of this Indenture and such Securities."


 


(n)               
Section 9.04(d)(ii) of the Mortgage Indenture is hereby amended by deleting such section in its entirety and substituting
in lieu thereof the following: "In the event of an election to have subsection (b) apply to any Securities or any series of
Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel, subject to customary assumptions
and exceptions, stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a
ruling or (2) since the date of this instrument, there has been a change in the applicable federal income tax law, in either case
(1) or (2) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize
income, gain or loss for federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect
to such Securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would
be the case if such deposit, Defeasance and discharge were not to occur."


 


(o)               
Section 9.04(d)(iii) of the Mortgage Indenture is hereby amended by deleting such section in its entirety and substituting
in lieu thereof the following: "In the event of an election to have subsection (c) apply to any Securities or any series of
Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel, subject to customary assumptions
and exceptions, to the effect that the Holders of such Securities will not recognize income, gain or loss for federal income tax
purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject
to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant
Defeasance were not to occur."


 


(p)               
Section 10.01(c) of the Mortgage Indenture is hereby amended by deleting such section in its entirety and substituting in
lieu thereof the following: "failure to perform or breach of any covenant or warranty of the Company in this Indenture (other
than a covenant or warranty the default in the performance of which or breach of which is elsewhere in this Section specifically
dealt with) for a period of 60 days (or 90 days in the case of the covenant described under Section 12.04) after there has been
given, by registered or certified mail, to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least
twenty-five percentum (25%) in principal amount of Securities then outstanding, a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder, unless the Trustee,
or the Trustee and the Holders of a principal amount of Securities not less than the principal amount of Securities the Holders
of which gave such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration; provided,
however, that the Trustee, or the Trustee and the Holders of such principal amount of Securities, as the case may be, shall be
deemed to have agreed to an extension of such period if corrective action is initiated by the Company within such period and is
being diligently pursued; or."


 






    19 


     


    

 


(q)               
Section 11.03(d) of the Indenture is hereby amended by deleting "written" before "advice".


 


(r)                
Section 11.03(h) of the Indenture is hereby amended by replacing the phrase "unless either: (i)" with the phrase
"unless: (i) in the case of a default,"; deleting “or Event of Default, as the case may be,"; and replacing
the phrase "(ii) a Responsible Officer of the Trustee shall have actual knowledge of such default or Event of Default, as
the case may be" with the phrase "(ii), in the case of an Event of Default either (A) written notice of such Event of
Default shall have been given to a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee from the Company,
any other obligor on the Securities or from any Holder of such Securities in accordance with Section 1.08 hereof and such notice
references this Indenture or the Securities or (B) a Responsible Officer of the Trustee shall have actual knowledge of such Event
of Default."


 


(s)                
Section 11.03 of the Indenture is hereby amended by adding the following clauses (m) and (n) at the end of such Section:


 


"(m)       In no event shall
the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising
out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunction of utilities, communications or computer (software or hardware) services.


 


(n)       In
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action."


 


(t)                
The last paragraph of Section 12.04 is hereby amended by adding "actual or" after "constitute".


 


(u)               
Section 13.01 of the Mortgage Indenture is hereby amended by replacing the phrase "the Company shall not consolidate
with or merge into any other corporation" with the phrase "the Company shall not consolidate with or merge into any other
Person."


 


(v)               
The first paragraph of Section 13.01(b) of the Mortgage Indenture is hereby amended by deleting such paragraph in its entirety
and substituting in lieu thereof the following: "the Person formed by such consolidation or into which the Company is merged
or the Person which acquires by conveyance or other transfer, or which leases, the Mortgaged Property as or substantially as an
entirety shall be a Person organized and existing under the laws of the United States, any State or Territory thereof or the District
of Columbia (such Person being hereinafter sometimes called the "Successor Person") and shall execute and deliver
to the Trustee an indenture supplemental hereto, in form recordable and reasonably satisfactory to the Trustee, which:"


 


(w)             
Sections 1.01, 1.03, 13.01(b)(i), 13.01(b)(ii), 13.02 and 13.03 of the Mortgage Indenture is hereby amended by replacing
the term "successor corporation" or "Successor Corporation," as the case may be, with the term
"Successor Person."


 






    20


     


    

 


(x)               
Section 16.01 of the Mortgage Indenture is hereby amended by deleting such section in its entirety and substituting in lieu
thereof the following: "No recourse shall be had for the payment of the principal of or premium, if any, or interest, if any,
on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof; or of the indebtedness
represented thereby, or upon any obligation, covenant or agreement under this Indenture, against any incorporator, organizer, member,
manager, stockholder, officer, director or employee, as such, past, present or future, of the Company, its direct or indirect owners,
or of any predecessor or successor Person (either directly or through the Company or a predecessor or successor Person), whether
by virtue of any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or otherwise;
it being expressly agreed and understood that this Indenture and all the Securities are solely obligations of the Company and that
no personal liability whatsoever shall attach to, or be incurred by, any incorporator, organizer, member, manager, stockholder,
officer, director or employee, past, present or future, of the Company or its direct or indirect owners or of any predecessor or
successor Person, either directly or indirectly through the Company or its direct or indirect owners or any predecessor or successor
Person, because of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or to be implied herefrom or therefrom; and such personal liability, if
any, is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution and delivery
of this Indenture, as originally executed and delivered, and the issuance of the Securities."


 


ARTICLE
Eight



MISCELLANEOUS PROVISIONS


 


Section 8.01. Effectiveness
of Provisions.


 


(a)               
The provisions of this Eighth Supplemental Indenture shall be effective from and after the date of execution hereof, except
as otherwise expressly provided in this section; and the Mortgage Indenture, as hereby amended, shall remain in full force and
effect.


 


(b)               
Article Seven of this Eighth Supplemental Indenture shall become and be effective (i) with respect to the Bonds
from and after the date of execution of this Eighth Supplemental Indenture; and (ii) with respect to any series of Securities
not previously outstanding that are authenticated by the Trustee and issued by the Company under the Mortgage Indenture (as hereby
amended) subsequent to the date of execution of this Eighth Supplemental Indenture, upon such issuance but not unless and until
(a) all Securities of any series created prior to the date of execution of this Eighth Supplemental Indenture shall have been cancelled
(or surrendered for cancellation), paid, redeemed or otherwise discharged, at, before, or after maturity thereof, or (b) the consent
of the requisite percentage of the Holders of Securities of all previously created series to the effectiveness of Article Seven
shall have been obtained pursuant to Article XIV or Article XV of the Mortgage Indenture.


 


(c)               
Article Seven shall become effective with respect to any other outstanding Securities in the event the consent of
the requisite percentage of the Holders of such Securities is obtained as provided in Article XIV or Article XV of the Mortgage
Indenture.


 






    21 


     


    

 


Section 8.02. Execution
of Eighth Supplemental Indenture.


 


Except as expressly
amended and supplemented hereby, the Indenture shall continue in full force and effect in accordance with the provisions thereof
and the Indenture is in all respects hereby ratified and confirmed. This Eighth Supplemental Indenture and all of its provisions
shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided. The Bonds executed, authenticated
and delivered under this Eighth Supplemental Indenture constitute a series of Securities and shall not be considered to be a part
of a series of Securities executed, authenticated and delivered under any other supplemental indenture entered into pursuant to
the Indenture.


 


Section 8.03. Trustee.


 


The Trustee makes no
undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the
validity or sufficiency of this Eighth Supplemental Indenture, the Bonds or the proper authorization or the due execution hereof
by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made
solely by the Company. The Trustee shall not be accountable for the use or the application by the Company of the Bonds or of the
proceeds thereof.


 


Section 8.04. Effect
of Headings.


 


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


 


Section 8.05. Successors
and Assigns.


 


All covenants and agreements
in this Eighth Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.


 


Section 8.06. Severability
Clause.


 


In case any provision
in this Eighth Supplemental Indenture or in the Bonds 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 8.07. Benefit
of Eighth Supplemental Indenture.


 


Except as otherwise
provided in the Indenture, nothing in this Eighth Supplemental Indenture or in the Bonds, express or implied, shall give to any
person, other than the parties hereto and their successors hereunder and the Bondholders, any benefit or any legal or equitable
right, remedy or claim under this Eighth Supplemental Indenture.


 


Section 8.08. Execution
and Counterparts.


 


This Eighth 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. Any such counterpart, as recorded or filed in any jurisdiction, may
omit such portions of Exhibit A hereto as shall not describe or refer to properties located in such jurisdiction. The exchange
of copies of this Eighth Supplemental Indenture and of signature pages by facsimile or electronic format (i.e., "pdf"
or "tif") transmission shall constitute effective execution and delivery of this Eighth Supplemental Indenture as to
the parties hereto and may be used in lieu of the original Eighth Supplemental Indenture for all purposes. Signatures of the parties
hereto transmitted by facsimile or electronic format (i.e., "pdf" or "tif") shall be deemed to be their original
signatures for all purposes.


 






    22 


     


    

 


Section 8.09. Conflict
with Indenture.


 


If any provision hereof
limits, qualifies or conflicts with another provision of the Indenture, such provision of this Eighth Supplemental Indenture shall
control, insofar as the rights between the Company and the Bondholders are concerned.


 


Section 8.10. Recitals.


 


The recitals and statements
contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness
and makes no representations as to the validity or sufficiency of this Eighth Supplemental Indenture.


 


Section 8.11. Governing
Law.


 


This Eighth Supplemental
Indenture shall be governed by and construed in accordance with the law of the State of New York, except that (i) if this Eighth
Supplemental Indenture shall become qualified and shall become subject to the Trust Indenture Act, to the extent that the Trust
Indenture Act shall be applicable, this Eighth Supplemental Indenture shall be governed by and construed in accordance with the
Trust Indenture Act and (ii) if the law of any jurisdiction wherein any portion of the Mortgaged Property is located shall govern
the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement of the Lien of the Indenture
or exercise of remedies with respect to, such portion of the Mortgaged Property, this Eighth Supplemental Indenture shall be governed
by and construed in accordance with the law of such jurisdiction to the extent mandatory.


 


Section 8.12. Interpretation
of Financial Covenants.


 


For purposes of determining
compliance with the financial covenants set out in the Indenture, any election by the Company to measure an item of Debt using
fair value (as permitted by Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting
Standards No. 159) or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect)
shall be disregarded and such determination shall be made by valuing Debt at 100% of the outstanding principal amount thereof (except
to the extent such Debt was issued at a discount or premium in which case the value of such Debt shall be valued at 100% of the
outstanding principal amount thereof, less any unamortized discount or plus any unamortized premium, as the case may be).


  



    23 


     


    




 


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


 





	 	INTERNATIONAL TRANSMISSION COMPANY
	 	 	 
	 	By:	/s/ Gretchen Holloway
	 	Name:  	Gretchen Holloway
	 	Title:    	Senior Vice President and Chief Financial Officer


 


Drafted by:


 


Elizabeth B. Hardin


Milbank LLP


55 Hudson Yards


New York, NY 10001


 


After Recorded, Return to:


 


The Bank of New York Mellon Trust Company,
N.A.


2 N. LaSalle, Suite 700


Chicago, Illinois 60602


Attention: Corporate Trust Administration


 






     


     


    

 





	 	The Bank of New York Mellon Trust Company, N.A., as Trustee
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Karen Yu
	 	Name:	Karen Yu
	 	Title:  	Vice President







 



     


     


    

 


 

ACKNOWLEDGMENT STATE OF ) ) ss. COUNTY OF ) On the day of [], 2019, before me, the undersigned notary public, personally came
[?], [?] of The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the
United States, and acknowledged to me that she executed the foregoing instrument in [his][her] authorized capacity, and that
by [his][her] signature on the instrument [he][she], or the entity upon behalf of which she acted, executed the instrument.
By: No. Notary Public State of Qualified in County My Commission Expires





    	 



    	 



    

 

 





    	 



    	 



    

 


Schedule 1


 


The recording information
for the Mortgage Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture,
the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and the Seventh Supplemental
Indenture, each recorded in the Offices of the Register of Deeds in the Michigan counties as indicated, is as follows:


 


	County	Mortgage
 Indenture	First
 Supplemental
 Indenture	Second
 Supplemental
 Indenture	Third 
 Supplemental 
 Indenture	Fourth
 Supplemental
 Indenture	Fifth
 Supplemental
 Indenture	Sixth
 Supplemental
 Indenture

                                                                                 
	Seventh
 Supplemental
 Indenture
	Huron	L991; P520	L992; P26	L993; P26	L1151; P497	L1237; P382	L1461; P187	L1494; P159	L1631; P92
	Lapeer	L1751; P1	L1752; P1	L1754; P1	L2149; P655	L2321; P59-161	L2662; P751	L2709; P605	L2950; P500
	Livingston	L4026; P332	L4027; P2	L4033; P2	L5061; P698	2008R-008653	2013R-031867	2014R-015178	2018R-006640
	Macomb	L13839; P1	L13840; P1	L13850; P1	L17701; P311	L19260; P-58 8041631	L22320; P24 3118161	L22841; P258	L25264; P33
	Monroe	L2520; P681	L2521; P1	L2524; P529	L3081; P27	2008R05323	2013R20523	2014R10690	2018R04383
	Oakland	L30354; P1	L30355; P1	L30356; P1	L37303; P1 

Doc # 34749	L40148; P164	L46188; P1 

Doc # 209348	L47078; P564	L51641; P1
	Sanilac	L774; P152	L775; P424	L777; P394	L939; P876	L1027; P737	L1214; P763	L1239; P222	L1364; P662
	St. Clair	L2846; P627	L2847; P753	L2903; P236	L3527; P42	L3828; P114-216	L4429; P1	L4508; P234	L4927; P96
	Tuscola	L942; P378	L943; P1	L944; P124	L1075; P261

 Doc # 200600878885	L-1145; P181-283

 Doc# 200800906082	L1289; P64	L1308; P930	L1393; P188
	Washtenaw	L4284; P485	L4284; P486	L4285; P136	L4547; P123	L4674; P536	L4993; P719 

Doc. No. 6160249	L5039; P 637	L5249; P466
	Wayne	L38882; P1

 L38882; P149

 L38882; P289

 L38882; P439

 L38882; P584

 L38882; P733

 L38882; P880

 L38882; P1028

 L38882; P1175

 L38877; P102

 L38877; P247

 L38877; P395	L38882; P1324

 L38882; P1377

 L38882; P1433

 L38882; P1492

 L38882; P1549

 L38882; P1604

 L38882; P1661

 L38882; P1714

 L38882; P1771

 L38882; P1826

 L38882; P1882

 L38882; P1933  	L38882; P1991

 L38882; P2031

 L38882; P2066

 L38882; P2104

 L38882; P2145

 L38882; P2181

 L38882; P2220

 L38882; P2255

 L38882; P2294

 L38882; P2330

 L38882; P2368

 L38882; P2403  	L44455; P231	L47089; P647-749	L50962; P949	L51566; P765	L54265; P1111



 






     


     


    

 


Exhibit A


 


DESCRIPTION OF PROPERTIES


 


The following properties
of the Company, owned as of the date hereof, have been acquired by the Company subsequent to the date of the Seventh Supplemental
Indenture:


 


See Attached.


 






     


     


    

 




 


 





 

Track Number County Grantee Landowner/Grantor Rights Acquired Dated Use Recorded At International Transmission MI-ASB-1435.000
Macomb Company William E. Hohnstadt and Charlene D. Hohnstadt Voluntary Easement 3/13/2019 Vegetation Management Easement
L25879 P861 International Transmission Dragica Popovski a/k/a Dragica Popovska a/k/a Draga Popovski, MI-ASB-1434.000 Macomb
Company Krume Popovski, and Dobrica Popovski Voluntary Easement 3/10/2019 Vegetation Management Easement L25879 P852 International
Transmission MI-ASB-959.000 Macomb Company Thomas Joseph Dahl and Janice Marie Dahl Revocable Living Trust Voluntary Easement
3/27/2019 Vegetation Management Easement L25964 P214 International Transmission Christopher A. Houghten, on behalf of himself
and as survivor to MI-ASB-958.000 Macomb Company Rebecca J. Houghten Voluntary Easement 2/19/2019 Vegetation Management Easement
L25964 P335 International Transmission MI-ASB-957.000 Macomb Company Ramon Castillo and Lydia M. Castillo Voluntary Easement
5/9/2019 Vegetation Management Easement L25964 P166 International Transmission MI-ASB-956.000 Macomb Company Thomas P. Jones
and Suzanne Jones f/k/a Suzanne Belk Voluntary Easement 3/26/2019 Vegetation Management Easement L25964 P207 International
Transmission MI-ASB-955.000 Macomb Company JoEllen Doolin a/k/a JoEllen Doolin Shubitowski and Ron Shubitowski Voluntary Easement
4/1/2019 Vegetation Management Easement L25964 P200 International Transmission MI-ASB-1429.000 Macomb Company Kristen Arnold
and Danny Lee Jones Voluntary Easement 2/21/2019 Vegetation Management Easement L25964 P221 International Vegetation Management
Easement Transmission MI-ASB-701.000 Macomb Company Patti Jean Hopkins Voluntary Easement 12/18/2018 L25809 P839 International
Transmission MI-ASB-302.000 Macomb Company Cindy M. Kulish Voluntary Easement 3/25/2019 Vegetation Management Easement L25964
P186 International Transmission MI-ASB-308.000 Macomb Company James J. Langan Condemnation Easement 2/6/2019 Vegetation Management
Easement L25828 P290 International Transmission MI-ASB-293.000 Macomb Company Joseph Golaszewski and Elizabeth Golaszewski
Condemnation Easement 5/29/2019 Vegetation Management Easement L25994 P19 International Transmission MI-ASB-291.000 Macomb
Company Aaron and Alison A. Cyrkiel Condemnation Easement 1/15/2019 Vegetation Management Easement L25800 P465 International
Transmission MI-ASB-345.000 Macomb Company Michael LaFerle and Candace M. LaFerle f/k/a Candace M. Kuk Voluntary Easement
2/22/2019 Vegetation Management Easement L25964 P193 International Transmission MI-ASB-1452.000 Macomb Company Brian D. Meredith
and Cheryl Meredith Voluntary Easement 3/23/2019 Vegetation Management Easement L25964 P328 International Transmission MI-ASB-1449.000
Macomb Company Dennis D. Wiegand and Nancy J. Wiegand Voluntary Easement 4/4/2019 Vegetation Management Easement L25964 P321
International Transmission MI-ASB-1448.000 Macomb Company Daniel Zaliwski Jr. and Rachel Zaliwski Voluntary Easement 2/28/2019
Vegetation Management Easement L25964 P314 International Vegetation Management Easement Transmission MI-ASB-1451.000 Macomb
Company Donna Brontkowski Voluntary Easement 12/13/2018 L25767 P94 International Transmission Joann L. Binkowski, Trustee
of the Joann L. Binkowski Self-Trustee MI-ASB-1446.00 Macomb Company Living Trust, dated 9/26/2001 Condemnation Easement 4/24/2019
Vegetation Management Easement L26104 P794 International MI-ASB-276.000 Transmission MI-ASB-277.000 Macomb Company Anthony
Jacobs Condemnation Easement 1/14/2019 Vegetation Management Easement L25793 P930 International Transmission MI-ASB-273.000
Macomb Company Dan D. Campbell; Judith L. Campbell Condemnation Easement 3/4/2019 Vegetation Management Easement L25926 P797
International Transmission MI-ASB-271.000 Macomb Company Midway Real Estate, L.L.C. Condemnation Easement 3/1/2019 Vegetation
Management Easement L25955 P156 International Transmission MI-ASB-1610.000 Macomb Company Christina D'Alessandro and Nicholas
A. Bardyga Condemnation Easement 2/11/2019 Vegetation Management Easement L26097 P233 International Transmission MI-ASB-211.000
Macomb Company William R. Howard and Gary L. Howard Condemnation Easement 1/22/2019 Vegetation Management Easement L25805
P954





    	 



    	 



    

 

Track Number County Grantee Landowner/Grantor Rights Acquired Dated Use Recorded At International MI-ASB-212.000 Transmission
Luther R. Howard or his unknown heirs, legatees, devisees, and MI-ASB-213.000 Macomb Company assigns; William R. Howard; Gary
L. Howard Condemnation Easement 4/8/2019 Vegetation Management Easement L25926 P808 International Transmission MI-ASB-206.000
Macomb Company Harry Woods Voluntary Easement 2/19/2019 Vegetation Management Easement L25964 P172 International Transmission
MI-ASB-223.000 Macomb Company Craig Vogt Voluntary Easement 3/25/2019 Vegetation Management Easement L25964 P179 International
Transmission 120kV/230kV Double Circuit Transmission Line 2861 Macomb Company Creative Employment Opportunities Easement 12/7/2018
Vegetation Management L 25750 p 967 International Transmission 120kV/230kV Double Circuit Transmission Line 3016 Macomb Company
Ronald Gross Easement 7/26/2018 Vegetation Management L 25500 p 547 International Transmission 120kV/230kV Double Circuit
Transmission Line 1436 Macomb Company BKG 6200 26 Mile LLC Easement 11/20/2018 Vegetation Management L 25750 p 962 International
Transmission 120kV/230kV Double Circuit Transmission Line 1432 Macomb Company Dale & Deborah Deaton Easement 7/25/2018
Vegetation Management L 25500 p 550 International Transmission 120kV/230kV Double Circuit Transmission Line 1431 Macomb Company
Glen Seifert Easement 4/4/2018 Vegetation Management L 25368 p 485 International Transmission 120kV/230kV Double Circuit Transmission
Line 1430 Macomb Company Leszek, Barbara, Krystyna & Darek Petrykowski Easement 5/25/2018 Vegetation Management L 25427
p 836 International Transmission 120kV/230kV Double Circuit Transmission Line 705 Macomb Company Ivan & Jamie Case Easement
9/17/2018 Vegetation Management L 25683 p 488 International Transmission 120kV/230kV Double Circuit Transmission Line 303
Macomb Company The Peter Anthony Cleveland Living Trust Easement 9/24/2018 Vegetation Management L 25683 p 476 International
Transmission 120kV/230kV Double Circuit Transmission Line 304 Macomb Company Christopher & Sherry Armstrong Easement Acquisition
1/12/2018 Vegetation Management L 25169 p 949 International Transmission 120kV/230kV Double Circuit Transmission Line 305
Macomb Company Stephen Tighe Easement Acquisition 1/12/2018 Vegetation Management L 25169 p 937 International Transmission
120kV/230kV Double Circuit Transmission Line 306 Macomb Company Roger A. Markiewicz Living Trust Easement 10/1/2018 Vegetation
Management L 25683 p 480 International Transmission 120kV/230kV Double Circuit Transmission Line 307 Macomb Company James
& Shannon Bowman Easement 10/29/2018 Vegetation Management L 25683 p 484 International Transmission 120kV/230kV Double
Circuit Transmission Line 292 Macomb Company Margaret & Patrick Hallahan Easement 9/24/2018 Vegetation Management L 25683
p 468 International Transmission 120kV/230kV Double Circuit Transmission Line 290 Macomb Company Kathleen McKechnie Easement
10/3/2018 Vegetation Management L 25683 p 463 International Transmission 120kV/230kV Double Circuit Transmission Line 289
Macomb Company Tara Hudson Easement 9/11/2018 Vegetation Management L 25683 p 459 International Transmission 120kV/230kV Double
Circuit Transmission Line 288 Macomb Company Jeffrey Dunfield Easement 3/5/2018 Vegetation Management L 25368 p 487 International
Transmission 120kV/230kV Double Circuit Transmission Line 2836 Macomb Company Gregory Seguin Easement Acquisition 1/12/2018
Vegetation Management L 25169 p 951 International Transmission 120kV/230kV Double Circuit Transmission Line 295 Macomb Company
James & Diane Waddington Easement 9/17/2018 Vegetation Management L 25683 p 472 International Transmission 120kV/230kV
Double Circuit Transmission Line 1445 Macomb Company David & Jennifer Wagner Easement 6/12/2018 Vegetation Management
L 25427 p 834 International Transmission 120kV/230kV Double Circuit Transmission Line 1442 Macomb Company Scott & Melanie
Bleeda Easement 2/2/2018 Vegetation Management L 25427 p 832 International Transmission 120kV/230kV Double Circuit Transmission
Line 1438 Macomb Company Douglas & Joan Mack Easement 9/17/2018 Vegetation Management L 25683 p 492





    	 



    	 



    

 

Track Number County Grantee Landowner/Grantor Rights Acquired Dated Use Recorded At International Transmission 120kV/230kV
Double Circuit Transmission Line 2834 Macomb Company Belle Estates Homeowner's Associations Easement 1/19/2019 Vegetation
Management L 25796 p 164 International Transmission 120kV/230kV Double Circuit Transmission Line 1447 Macomb Company The Naski
Living Trust Easement 10/4/2018 Vegetation Management L 25683 p 500 International Transmission 120kV/230kV Double Circuit
Transmission Line 2835 Macomb Company Dirk Matthijs Easement Acquisition 1/12/2018 Vegetation Management L 25169 p 954 International
Transmission 120kV/230kV Double Circuit Transmission Line 1441 Macomb Company Heather & Alex Maes Easement 10/3/2018 Vegetation
Management L 25683 p 496 International Transmission 120kV/230kV Double Circuit Transmission Line 2866 Macomb Company Brodie
Burton II Easement Acquisition 2/2/2018 Vegetation Management L 25206 p 929 International Transmission 120kV/230kV Double
Circuit Transmission Line 2865 Macomb Company Samaritan House Easement 2/8/2018 Vegetation Management L 25243 p 628 International
Transmission 120kV/230kV Double Circuit Transmission Line 283 Macomb Company Monterey Investments, LLC; Judith M. Weimer Trust
Easement Acquisition 1/19/2018 Vegetation Management L 25169 p 945 International Transmission 120kV/230kV Double Circuit Transmission
Line 1613 Macomb Company George & Isabelle Adams Easement Acquisition 1/24/2018 Vegetation Management L 25206 p 933 International
Transmission 120kV/230kV Double Circuit Transmission Line 1612 Macomb Company Midway Group, LLC Easement 1/25/2018 Vegetation
Management L 25206 p 926 International Transmission 120kV/230kV Double Circuit Transmission Line 1611 Macomb Company Joseph
A Perfili Rev Living Trust Easement 9/6/2018 Vegetation Management L 25683 p 504 International Transmission 120kV/230kV Double
Circuit Transmission Line 2862 Macomb Company Newbury Investments LLC Easement 10/23/2018 Vegetation Management L 25683 p
511 International Transmission 120kV/230kV Double Circuit Transmission Line 210 Macomb Company Nikolin Jeri Easement 9/12/2018
Vegetation Management L 25750 p 958 International Transmission 120kV/230kV Double Circuit Transmission Line 209 Macomb Company
Christa Suggs Easement 2/17/2018 Vegetation Management L 25243 p 625 International Transmission 120kV/230kV Double Circuit
Transmission Line 219 Macomb Company Joyce Monte easement Acquisition 1/12/2018 Vegetation Management L 25169 p 934 International
Transmission 120kV/230kV Double Circuit Transmission Line 2863 Macomb Company Villages of Capital Pointe II, LLC Easement
10/9/2018 Vegetation Management L 25683 p 508 International Transmission ITC-005 Monroe Company Stephanie L. White Conmnation
Easement 3/13/2019 Vegetation Management Easement 2019R03573 International Transmission MI-ASB-319.000 Oakland Company Robert
C. Kirschenheiter and Barbara A. Kirschenheiter Voluntary Easement 2/22/2019 Vegetation Management Easement L52854 P581 MI-ASB-2575.000
International MI-ASB-2576.000 Transmission MI-ASB-2577.000 Oakland Company 51001 Dequindre, LLC Condemnation Easement 11/30/2018
Vegetation Management Easement L52418 P256 International Transmission 120kV/230kV Double Circuit Transmission Line 2789 Oakland
Company Singh Cider Mill Village, LLC Easement 3/13/2019 Vegetation Management L 52677 p 837 International Transmission 120kV/230kV
Double Circuit Transmission Line 2785 Oakland Company Brenda Bennett Easement 2/7/2018 Vegetation Management L 51569 p 684
International Transmission Ann Arbor-Spruce UG Washtenaw Company Michael & Lindsay Fleming Easement 7/23/2018 First Net
Underground Fiber Optic L 5278 p 223 International Transmission NSI-3233 Washtenaw Company Car Ger MI Ann Arb L.L.C. Easement
3/7/2019 120kV double-circuit transmission line L5295 P953 International Transmission NSI-3235 Washtenaw Company Boardwalk
Commerce Park Associates LLC Easement 3/7/2019 120kV double-circuit transmission line L5295 P954 International Transmission
NSI-3236 Washtenaw Company Jagar, L.L.C. Easement 3/12/2018 120kV single-circuit transmission line L 5255 p 91





    	 



    	 



    

 

Track Number County Grantee Landowner/Grantor Rights Acquired Dated Use Recorded At International Transmission NSI-3239 Washtenaw
Company Blackbird Ann Arbor LLC Easement 3/7/2019 120kV double-circuit transmission line L5295 P955 International Transmission
NSI-3240 Washtenaw Company Blackbird Ann Arbor LLC Easement 3/7/2019 120kV double-circuit transmission line L5295 P956 International
Transmission NSI-3241 Washtenaw Company Bluebird Ann Arbor LLC Easement 3/7/2019 120kV double-circuit transmission line L5295
P957 International Transmission NSI-3242 Washtenaw Company Blackbird Ann Arbor LLC Easement 3/7/2019 120kV double-circuit
transmission line L5295 P958 International Transmission NSI-3244 Washtenaw Company Intech Ventures of Ann Arbor Easement 4/25/2019
120kV single-circuit transmission line L5300 P962 International Transmission NSI-3246 Washtenaw Company Global Vision Land
Company, LLC Easement 4/24/2018 120kV single-circuit transmission line L5257 p 653 International Transmission NSI-3248 Washtenaw
Company American Honda Motor Co. Easement 12/14/2018 120kV double-circuit transmission line L5286 P915 International Transmission
NSI-3249 Washtenaw Company Ann Arbor Center for Independent Living, Inc. Easement 3/22/2018 120kV single-circuit transmission
line L 5262 p 181 International Transmission NSI-3250 Washtenaw Company AUM Investments Easement 6/6/2018 120kV single-circuit
transmission line L 5261 p 467 International Transmission NSI-3251 Washtenaw Company WSSA Ann Arbor, LLC Easement 3/21/2019
120kV double-circuit transmission line L5297 P394 International Transmission NSI-3252 Washtenaw Company City of Ann Arbor
Easement 4/2/2019 120kV single-circuit transmission line L5298 P669 International Transmission NSI-3254 Washtenaw Company
Zayo Group, LLC Easement 7/9/2018 120kV single-circuit transmission line L5265 p679 International Transmission NSI-3255 Washtenaw
Company Hollenshead Runway, LLC / Diversified Computer Supplies, Inc. Easement 9/14/2018 120kV single-circuit transmission
line L 5275 p 454 International Transmission NSI-3256 Washtenaw Company Pittsfield Charter Township Easement 6/14/2018 120kV
single-circuit transmission line L5266 P572 International Transmission NSI-3257 Washtenaw Company ITC Purchase of Pittsfield
Parcel ITC Ownership 9/7/2018 120kV single-circuit transmission line L5277 P573 International Transmission NSI-3258 Washtenaw
Company 4531 Concourse, LLC Easement 3/7/2019 120kV double-circuit transmission line L5295 P960 International Transmission
NSI-3260 Washtenaw Company Zayo Group, LLC Easement 7/13/2018 120kV single-circuit transmission line L 5265 p678 International
Transmission NSI-3264 Washtenaw Company PIDC Investments, Inc. Easement 5/17/2018 120kV single-circuit transmission line L
5264 p 24 International Transmission NSI-3265 Washtenaw Company PIDC Investments, Inc. Easement 5/17/2018 120kV single-circuit
transmission line L 5264 p 25 International Transmission NSI-3266 Washtenaw Company Pittsfield Charter Township Easement 7/9/2018
120kV single-circuit transmission line L5268 p570 International Transmission NSI-3280 Washtenaw Company Stellar Hospitality
A2 LLC Easement 3/7/2019 120kV double-circuit transmission line L5295 P962 International Transmission NSI-3281 Washtenaw Company
Ann Arbor Kalamazoo Self Storage, LLC Easement 3/7/2019 120kV double-circuit transmission line L5295 P963 International Transmission
NSI-3283 Washtenaw Company Boardwalk I LLC Easement 10/5/2018 120kV single-circuit transmission line L5277 P953 International
Transmission NSI-3284 Washtenaw Company IHP Ann Arbor (MI) Owner, LLC Easement 1/10/2019 120kV single-circuit transmission
line L 5290 p 54





    	 



    	 



    

 

Track Number County Grantee Landowner/Grantor Rights Acquired Dated Use Recorded At International Any Unknown Partners, and
their Unknown Heirs, Devisees, Transmission Legatees and Assigns of McCalla Enterprises, a Michigan Co- NSI-3285 Washtenaw
Company Partnership f/k/a McCalla Enterprises, a Michigan Limited Partnership Condemnation Easement 3/7/2019 120kV double-circuit
transmission line L5295 P964 International Transmission ITC-006 Washtenaw Company Ann Arbor Railroad Easement 11/27/2018 120kV
single-circuit transmission line L5284 P911 International Transmissions ITC-001 Wayne Company Ford Motor Transmission Easement
4/5/2019 120kV single-circuit transmission line L55013 P1309 International Transmission ITC-002 Wayne Company Ford Motor Substation
Easement 4/5/2019 120kV single-circuit transmission line L55013 P1328 International Transmission ITC-003 Wayne Company AK
Steel Transmission Easement 4/5/2019 120kV single-circuit transmission line L55013 P1364 International Transmission ITC-004
Wayne Company AK Steel Substation Easement 4/5/2019 120kV single-circuit transmission line L55013 P1345 International Transmission
3202 Wayne Company Red Hawk Landing One LLC Easement 10/18/2018 Vegetation Management Easement L 54725 p 779





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 






     


     


    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    

 

 





    	 



    	 



    





 


Exhibit
B


 


SUBORDINATION
TERMS


 


The unsecured permitted indebtedness evidenced
by this instrument is subordinated and subject in right of payment to the prior payment in full of all Senior Debt Obligations
(as hereinafter defined) of INTERNATIONAL TRANSMISSION COMPANY, a corporation organized and existing under the laws of the State
of Michigan (the "Company"). Each holder of this instrument, by its acceptance hereof, agrees to and shall be
bound by all the provisions hereof.


 


All capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to them in the Eighth Supplemental Indenture, dated as of August 14,
2019 (as in effect on the date hereof, the "Supplemental Indenture"), between the Company and The Bank of New
York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company), as
trustee (the "Trustee").


 


The term "Senior Debt Obligations",
as used herein, shall include all, loans, advances, debts, liabilities and obligations, howsoever arising (whether or not evidenced
by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become
due, now existing or hereafter arising (collectively, as used herein, "Obligations") of the Company now or hereafter
existing in respect of Senior Debt (as defined herein) and any amendments, modifications, deferrals, renewals or extensions of
any such Senior Debt, or of any notes or evidences of indebtedness heretofore or hereafter issued in evidence of or in exchange
for any such Obligation, whether for principal, interest (including interest payable in respect of any such Obligations subsequent
to the commencement of any proceeding against or with respect to the Company under any chapter of the Bankruptcy Code, 11 U.S.C.
§ 101 et seq. (the "Bankruptcy Code"), or any provision of corresponding bankruptcy, insolvency or
commercial reorganization legislation of any other jurisdiction, whether or not such interest is an allowed claim enforceable against
the debtor, and whether or not the holder of such obligation would be otherwise entitled to receive dividends or payments with
respect to any such interest or any such proceeding), premium (including Make-Whole Amount), if any, fees, expenses or otherwise.


 


The term "Senior Debt",
as used herein, shall mean (i) all Senior Secured Debt and (ii) all unsecured Debt of the Company permitted to be incurred by the
Company pursuant to the Mortgage Indenture or the Supplemental Indenture which is not subject to any subordination terms whether
or not similar to those set forth in this instrument.


 


The term "Subordinated Debt",
as used herein, shall mean all Obligations of the Company evidenced by this instrument owing to any Person now or hereafter existing
hereunder (whether created directly or acquired by assignment or otherwise), whether for principal, interest (including, without
limitation, interest accruing after the filing of a petition initiating any bankruptcy proceeding described in the definition of
Senior Debt Obligations, whether or not such interest accrues after the filing of such petition for purposes of the Bankruptcy
Code or is an allowed claim in such proceeding), fees, expenses or otherwise.


 


On and after the Closing Date, no payment
on account of principal, interest, fees, premium, expenses or otherwise on this Subordinated Debt shall be made by the Company
in cash or otherwise unless (a) full payment of all amounts then due and payable on all Senior Debt Obligations has been made,
(b) such payment would be permitted by the Indenture and any Senior Debt Document (as defined below) and (c) immediately after
giving effect to such payment, there shall not exist any Default or Event of Default. Any such payment permitted pursuant to this
paragraph is hereinafter referred to as a "Permitted Payment". For the purposes of these provisions, no Senior Debt Obligations
shall be deemed to have been paid in full until the obligee of such Senior Debt Obligations shall have received payment in full
in cash and 91 days shall have elapsed since the date of receipt of such payment.


 






    


     


    

 


Upon any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding
up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, then and in any such event all principal, premium and interest and all other amounts due or
to become due upon all Senior Debt Obligations shall first be paid in full before the holders of the Subordinated Debt shall be
entitled to retain any assets so paid or distributed in respect of the Subordinated Debt (whether for principal, premium, interest
or otherwise), and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Subordinated Debt
would be entitled, except as otherwise provided herein, shall be paid pro rata among the holders of Senior Debt Obligations
by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution,
or by the holders of the Subordinated Debt if received by them. So long as any Senior Debt Obligations are outstanding, the holder
of this instrument shall not commence, or join with any creditor other than the Trustee or the Senior Debt Parties (as hereinafter
defined) in commencing, or directly or indirectly causing the Company to commence, or assist the Company in commencing, any proceeding
referred to in the preceding sentence.


 


The holder of this instrument hereby irrevocably
authorizes and empowers (without imposing any obligation on) each Person (each such Person a "Senior Debt Party"
and collectively, the "Senior Debt Parties") that has entered into an agreement, instrument, or other document
evidencing or relating to any Senior Debt Obligation (each such agreement, instrument or other document, a "Senior Debt
Document") as a lender or creditor and such Senior Debt Party's representatives, under the circumstances set forth in
the immediately preceding paragraph, to demand, sue for, collect and receive every such payment or distribution described therein
and give acquittance therefor, to file claims and proofs of claims in any statutory or nonstatutory proceeding, to vote such Senior
Debt Party's ratable share of the full amount of the Subordinated Debt evidenced by this instrument in its sole discretion in connection
with any resolution, arrangement, plan of reorganization, compromise, settlement or extension and to take all such other action
(including, without limitation, the right to participate in any composition of creditors and the right to vote such Senior Debt
Party's ratable share of the full amount of the Subordinated Debt at creditors' meetings for the election of trustees, acceptances
of plans and otherwise), in the name of the holder of the Subordinated Debt evidenced by this instrument or otherwise, as such
Senior Debt Party's representatives may deem necessary or desirable for the enforcement of the subordination provisions of this
instrument. The holder of this instrument shall execute and deliver to each Senior Debt Party and such holder's representatives
all such further instruments confirming the foregoing authorization, and all such powers of attorney, proofs of claim, assignments
of claim and other instruments, and shall take all such other action as may be reasonably requested by such holder or such holder's
representatives in order to enable such holder to enforce all claims upon or in respect of such holder's ratable share of the Subordinated
Debt evidenced by this instrument.


 


The holder of this instrument shall not,
without the prior written consent of the Senior Debt Parties, have any right to accelerate payment of, or institute any proceeding
to enforce, the Subordinated Debt so long as any Senior Debt Obligations are outstanding, unless and until all Senior Debt Parties
have accelerated payment thereof and commenced proceedings to enforce such Senior Debt Obligations.


 


After the payment in full of all amounts
due in respect of Senior Debt Obligations, the holder or holders of the Subordinated Debt shall be subrogated to the rights of
the Senior Debt Parties to receive payments or distributions of cash, property or securities of the Company applicable to Senior
Debt Obligations until the principal of, premium on, interest on and all other amounts due or to become due with respect to the
Subordinated Debt shall be paid in full subject to the terms and conditions of the Subordinated Debt or of any agreement among
the holders of the Subordinated Debt and other Subordinated Debt of the Company.


 






    


     


    

 


If any payment (other than a Permitted
Payment) or distribution of assets of the Company of any kind or character, whether in cash, property or securities, shall be received
by the holder of the Subordinated Debt in such capacity before all Senior Debt Obligations are paid in full, such payment or distribution
will be held in trust for the benefit of, and shall be immediately paid over pro rata among the Senior Debt Parties, for
application to the payment in full of Senior Debt Obligations, until all Senior Debt Obligations shall have been paid in full.


 


Nothing contained in this instrument is
intended to or shall impair as between the Company, its creditors (other than the Senior Debt Parties) and the holders of the Subordinated
Debt, the obligations of the Company to pay to the holders of the Subordinated Debt, as and when the same shall become due and
payable in accordance with their terms, or to affect the relative rights of the holders of the Subordinated Debt and creditors
of the Company (other than the Senior Debt Parties).


 


The Senior Debt Parties shall not be prejudiced
in their rights to enforce the subordination contained herein in accordance with the terms hereof by any act or failure to act
on the part of the Company.


 


The holder of this instrument agrees to
execute and deliver such further documents and to do such other acts and things as the Senior Debt Parties may reasonably request
in order fully to effect the purposes of these subordination provisions. Each holder of this instrument by its acceptance hereof
authorizes and directs the trustee or other representative, if any, of the Subordinated Debt represented by this instrument on
its behalf to take such further action as may be necessary to effectuate the subordination as provided herein and appoints such
trustee or other representative, if any, as its attorney-in-fact for any and all such purposes.


 


The subordination effected by these provisions,
and the rights of the Senior Debt Parties, shall not be affected by (i) any amendment of, or addition or supplement to, the Financing
Agreements, any other Senior Debt Document, or any other document evidencing or securing Senior Debt Obligations, (ii) any exercise
or non-exercise of any right, power or remedy under or in respect to the Financing Agreements, any other Senior Debt Document,
or any other document evidencing or securing Senior Debt Obligations or (iii) any waiver, consent, release, indulgence, extension,
renewal, modification, delay, or other action, inaction or omission, in respect of the Financing Agreements, any other Senior Debt
Document, or any other document evidencing or securing Senior Debt Obligations; whether or not any holder of any Subordinated Debt
shall have had notice or knowledge of any of the foregoing.


 


No failure on the part of any Senior Debt
Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor all any single or partial
exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by Law.


 


The holder of this instrument and the Company
each hereby waive promptness, diligence, notice of acceptance and any other notice with respect to any of the Senior Debt Obligations
and these terms of subordination and any requirement that the Trustee or any Senior Debt Party protect, secure, perfect or insure
any Lien or any property subject thereto or exhaust any right to take any action against the Company or any other Person or any
Mortgaged Property.


 






    


     


    

 


These terms of subordination shall continue
to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Debt Obligations is rescinded
or must otherwise be returned by the Trustee or any Senior Debt Party upon the insolvency, bankruptcy or reorganization of the
Company or otherwise, all as though such payment had not been made.


 


The provisions of these terms of subordination
constitute a continuing agreement and shall (i) remain in full force and effect until the indefeasible payment in full of the Senior
Debt Obligations and the termination or expiration of all obligations to extend credit under the Senior Debt Documents, (ii) be
binding upon the holder of this instrument, the Company and its successors, transferees and assignees and (iii) inure to the benefit
of, and be enforceable by, the Trustee and each Senior Debt Party. Without limiting the generality of the foregoing clause (iii),
each Senior Debt Party may assign or otherwise transfer all or any portion of its rights and obligations under all or any of the
Senior Debt Documents to any other Person (to the extent permitted by the Senior Debt Documents), and such other Person shall thereupon
become vested with all the rights in respect thereof granted to such Senior Debt Party herein or otherwise.


 


This instrument shall be governed by and
construed in accordance with, the laws of the State of New York.


 




    


     


    

 


Exhibit C



 




This
Bond has not been registered pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or pursuant
to the securities laws of any state. Accordingly, this Bond may not be offered, sold or otherwise transferred (1) except in accordance
with an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws
or (2) unless this Bond is registered under the Securities Act and any applicable state securities laws.


 


INTERNATIONAL TRANSMISSION COMPANY


3.30% First Mortgage Bonds, Series H due
2049


 


	
        Original Interest Accrual Date: August 28, 2019

        Stated Maturity: August 28, 2049

        Interest Rate: 3.30% per annum

        Interest Payment Dates: February 28th and August
        28th

        Regular Record Dates: February 13th and August 13th
	 


 


[This Bond is not a Discount Security

within the meaning of the within-mentioned Indenture.

This Bond is a Security within the

meaning of the within-mentioned Indenture.]


_______________________


 


	Registered No. [RB- ]	[DATE]



 


	$[                     ]2	PPN [_______]






 


INTERNATIONAL TRANSMISSION COMPANY, a corporation
organized and existing under the laws of the State of Michigan (herein called the "Company", which term includes
any successor corporation under the Indenture referred to below), for value received, hereby promises to pay to [                     ],
or its registered assigns, the principal sum of [                                     ]
DOLLARS ($ _____) on the Stated Maturity specified above, and to pay interest, after as well as before judgment, (a) thereon from
the Original Interest Accrual Date specified above or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually in arrears on the Interest Payment Dates specified above in each year, commencing on February
28, 2020 and at Maturity, at the Interest Rate per annum specified above, until the principal hereof is paid or duly provided for
and (b) to the extent permitted by law, on any overdue payment (including any overdue prepayment) of principal, any overdue payment
of interest and any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i)
5.30% and (ii) 2.0% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New
York as its "base" or "prime" rate. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Bond (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date specified above (whether or not a Business Day) next
preceding such Interest Payment Date. Notwithstanding the foregoing, interest payable at Maturity shall be paid to the Person to
whom principal shall be paid. Except as otherwise provided in said Indenture, any such interest not so timely paid or duly provided
for shall forthwith cease to be payable to the Bondholder on such Regular Record Date and may either be paid to the Person in whose
name this Bond (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 of which shall be given to the Bondholders 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 or automated quotation system on which the Securities of this series may be listed, and upon such notice
as may be required by such exchange or automated quotation system, all as more fully provided in said Indenture.





 





 














		2	Reference is made to Schedule A attached hereto with
respect to the amount of principal paid hereon and the last date to which interest has been paid hereon.




 






    


     


    

 











CERTIFICATE OF AUTHENTICATION


 


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


 


	Date of Authentication: 		



 





		The Bank of New York Mellon Trust Company, N.A.
	 	as Trustee
	 	 
	 	By:	 
	 	 	Authorized Officer




 








Capitalized terms used in this Bond and
not otherwise defined herein shall have the meaning assigned to such term in the Indenture.


 


Subject to the home office payment obligation
set forth in Section 2.02(b) of the Supplemental Indenture (referred to below), payment of the principal of and Make-Whole Amount,
if any, on this Bond and interest hereon at Maturity shall be made upon presentation of this Bond at the office or agency of the
Trustee in New York, New York at c/o The Bank of New York Mellon, 111 Sanders Creek Pkwy, 111
Sanders Creek Corporate Center (Bldg), East Syracuse, NY 13057, or at such other office or agency as may be designated
for such purpose by the Company from time to time in accordance with the Indenture. Subject to the home office payment obligation
set forth in Section 2.02(b) of the Supplemental Indenture, payment of interest on this Bond (other than interest at Maturity)
shall be made as set forth in Section 3.07 of the Original Indenture (as defined below). Payment of the principal of and Make-Whole
Amount, if any, and interest on this Bond, as aforesaid, shall be made in such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and private debts.


 


This Bond is one of a duly authorized issue
of securities of the Company (all such series of securities herein called the "Securities") issued and issuable
in one or more series under and equally secured by a First Mortgage and Deed of Trust, dated as of July 15, 2003 (such indenture
as originally executed and delivered herein called the "Original Indenture" and as supplemented and modified by
any and all indentures supplemental thereto, including the Supplemental Indenture referred to below, being herein called the "Indenture"),
and has been issued pursuant to that certain Eighth Supplemental Indenture, dated as of August 14, 2019 (the "Supplemental
Indenture"), each of the Indenture and the Eighth Supplemental Indenture being between the Company and The Bank of New
York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company), as trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a description of
the property mortgaged, pledged and held in trust as security for payment of all amounts due under this Bond, the nature and extent
of the security and the respective rights, limitations of rights, duties and immunities of the Company, the Trustee and the Holders
of the Securities thereunder and of the terms and conditions upon which the Securities (including the Securities of this series)
are, and are to be, authenticated and delivered and secured. The acceptance of this Bond shall be deemed to constitute the consent
and agreement by the Holder hereof to all of the terms and provisions of the Indenture. This Bond is one of the series of Securities
designated above.


 









    2


     


    

 

















Notwithstanding anything to the contrary
in Section 1.18 of the Original Indenture, in the Supplemental Indenture or in this Bond, if the Stated Maturity or any Redemption
Date of this Bond shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of the Original
Indenture or the Supplemental Indenture or this Bond) payment of interest on or principal (and premium, if any) of this Bond due
at the Stated Maturity or on any Redemption Date thereof need not be made at such Place of Payment on such date, but may be made
on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Stated Maturity or
on any Redemption Date thereof, provided that interest shall accrue on the Outstanding principal amount of this Bond due at the
Stated Maturity or on any Redemption Date thereof until the date of actual payment. Interest hereon will be computed on the basis
of a 360-day year of twelve 30-day months.


 


This Bond is subject to mandatory redemption
under the circumstances set forth in Section 5.01 of the Original Indenture and as set forth in Section 2.03 of the Supplemental
Indenture. This Bond is subject to redemption at the option of the Company, in whole or in part, as set forth in Section 2.04 of
the Supplemental Indenture.


 


If an Event of Default, as defined in the
Indenture, occurs and is continuing, the principal of this Bond may be declared or otherwise become due and payable in the manner,
at the price (including any applicable Make-Whole Amount) and with the effect provided in the Indenture.


 


The Original Indenture permits, with certain
exceptions as therein provided, the Trustee to enter into one or more supplemental indentures for the purpose of adding any provisions
to, or changing in any manner or eliminating any of the provisions of, the Indenture with the consent of the Holders of a majority
in aggregate principal amount of the Securities of all series then Outstanding under the Indenture, considered as one class; provided,
however, that if there shall be Securities of more than one series Outstanding under the Indenture and if a proposed supplemental
indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then
the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series so directly
affected, considered as one class, shall be required; and provided, further, that if the Securities of any series shall
have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the Holders
of Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required;
and provided, further, that the Original Indenture permits the Trustee to enter into one or more supplemental indentures
for limited purposes without the consent of any Holders of Securities and for certain other purposes with the consent of all Holders
of affected Securities. The Original Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities then Outstanding, 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 this Bond shall be conclusive
and binding upon such Holder and upon all future Holders of this Bond and of any Bond issued upon the registration of transfer
hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Bond.


 


No reference herein to the Indenture and
no provision of this Bond or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal and interest and any Make-Whole Amount on this Bond at the times, place and rate, and in the coin or currency,
herein prescribed.


 






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As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Bond is registrable in the Security Register, upon surrender of
this Bond for registration of transfer at the office or agency of the Trustee in New York, New York, which as of the date hereof
is located at c/o The Bank of New York Mellon, 111 Sanders Creek Pkwy, 111 Sanders
Creek Corporate Center (Bldg), East Syracuse, NY 13057, or such other office or agency as may be designated by the Company from
time to time in accordance with the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in the form
attached hereto as Annex A duly executed by the Holder hereof, or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series of authorized denominations and of like tenor and aggregate principal amount, will be issued
to the designated transferee or transferees.


 


The Securities of this series are issuable
only as registered Securities, without coupons, and in denominations of $250,000 or any integral multiple 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 the same series and Tranche, of any authorized denominations, as requested by the Holder surrendering
the same, and of like tenor upon surrender of the Bond or Bonds to be exchanged at the office or agency of the Trustee in New
York, New York at c/o The Bank of New York Mellon, 111 Sanders Creek Pkwy, 111 Sanders
Creek Corporate Center (Bldg), East Syracuse, NY 13057, or such other office or agency as may be designated by the Company from
time to time in accordance with the Indenture.


 


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 in accordance with the Indenture.


 


The Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name this Bond is registered as the absolute owner hereof for all purposes,
whether or not this Bond 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 entitled
to the benefit of any sinking fund.


 


As provided in Section 2.05 of the Supplemental
Indenture, except as may be agreed to by the Holder hereof in connection with an offer made to all Holders of the Securities of
this series on the same terms and conditions, the Company shall not and shall not permit any Affiliate of the Company to purchase,
redeem or otherwise acquire, directly or indirectly, this Bond, except upon the payment or redemption of this Bond in accordance
with the terms of the Indenture. The Company will promptly cause the Trustee to cancel this Bond once acquired by it or any Affiliate
of the Company pursuant to any payment, redemption or purchase of this Bond pursuant to any provision of the Indenture and no Bonds
may be issued in substitution or exchange for this Bond.


 


As provided in Section 16.01 of the Original
Indenture, no recourse shall be had for the payment of the principal of or Make-Whole Amount, if any, or interest on any Securities,
or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby,
or upon any obligation, covenant or agreement under the Indenture, against, and no personal liability whatsoever shall attach to,
or be incurred by, any incorporator, organizer, member, manager, stockholder, officer, director or employee, as such, past, present
or future of the Company or of any predecessor or successor corporation (either directly or through the Company or a predecessor
or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly agreed and understood that the Indenture and all the Securities (including
the Bonds) are solely corporate obligations and that any such personal liability is hereby expressly waived and released as a condition
of, and as part of the consideration for, the execution of the Indenture and the issuance of the Securities (including the Bonds).


 






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Demand, presentment, protest and notice
of non-payment and protest are hereby waived by the Company.


 


This Bond shall be governed by and construed
in accordance with the law of the State of New York, except that (i) if this Bond shall become qualified and shall become subject
to the Trust Indenture Act, to the extent that the Trust Indenture Act shall be applicable, this Bond shall be governed by and
construed in accordance with the Trust Indenture Act and (ii) if the law of any jurisdiction wherein any portion of the Mortgaged
Property is located shall govern the creation of a mortgage lien on and security interest in, or perfection, priority or enforcement
of the Lien of the Indenture or exercise of remedies with respect to, such portion of the Mortgaged Property, this Bond shall be
governed by and construed in accordance with the law of such jurisdiction to the extent mandatory.


 


Unless the certificate of authentication
hereon has been executed by the Trustee or an Authenticating Agent by manual signature, this Bond shall not be entitled to any
benefit as a Security under the Indenture or be valid or obligatory for any purpose.


 


[The remainder of this page is intentionally
left blank.]





 






    5


     


    

 





IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


		INTERNATIONAL TRANSMISSION COMPANY





 


		By:	 



 


Date:


 







    


     


    

 


SCHEDULE
A


 


SCHEDULE OF NOTATIONS


 


 


The notations on the
following table have been made by the holder of the within Bond in connection with the transfer thereof in accordance with Section
2.02(b) of the Supplemental Indenture.


 


	Date of Notation	Amount of principal paid

 on the within Bond	Last date to which interest has

 been paid on the within Bond	
        Notation by

        Holder



 




    


     


    

 


ANNEX A


 


FORM OF ASSIGNMENT


 





FOR VALUE RECEIVED the undersigned hereby
sell(s), assign(s) and transfer(s) unto


 


Please
Insert Social Security or other Identifying Number


	 	 




______________________________________________________________________________

Please print or typewrite name and address, including postal zip code of assignee


 


________________________________________________________________________________________________________

the within Bond and all rights thereunder, hereby irrevocably constituting and appointing


 


________________________________________________________________________attorney
to transfer said Bond on the Security Register, upon surrender of said Bond at the office or agency of the Trustee in New
York, New York, or such other office or agency as may be designated by the Company from time to time in accordance with the
Indenture, with full power of substitution in the premises.


 


	Dated:		 



 


		[NAME OF TRANSFEROR]	






 


		By:	 
	 	 	 Name:
	 	 	 
	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.



 


	 	Signature Guarantee:	 



 





SIGNATURE
GUARANTEE


 


Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements of the Security Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may
be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.