EXECUTIVE CASH BONUS AGREEMENT



     This EXECUTIVE CASH BONUS AGREEMENT (the "Agreement") is dated as of

February 8, 2006 (the "Effective Date") by and between ITC Holdings Corp. (the

"Company"), International Transmission Company ("ITC") and Daniel J. Oginsky

(the "Executive").



     WHEREAS, the Company and the Executive have entered into an employment

agreement, dated May 10, 2005 (such agreement, as it may be amended from time to

time, the "Employment Agreement"), embodying the terms of the Executive's

employment with the Company and ITC (collectively, the "Employer"), and

Executive is currently employed thereunder;



     WHEREAS, it is in the Company's best interests to provide additional

financial incentive to Executive to remain employed by the Company and to

provide dedicated services to the Employer;



     NOW, THEREFORE, in consideration of the premises and mutual covenants

herein and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties agree as follows:



     1. Definitions. For purposes of this Agreement, the following terms shall

have the meanings set forth below:



               "Bonus Payment" shall have the meaning assigned thereto in

Section 2 of this Agreement.



               "Cause" shall mean (a) Executive's continued failure

substantially to perform Executive's duties under the Employment Agreement

(other than as a result of total or partial incapacity due to physical or mental

illness) for a period of 10 days following written notice by the Employer to

Executive of such failure, (b) dishonesty in the performance of Executive's

duties under the Employment Agreement, (c) Executive's conviction of, or plea of

nolo contendere to a crime constituting (x) a felony under the laws of the

United States or any state thereof or (y) a misdemeanor involving moral

turpitude, (d) Executive's willful malfeasance or willful misconduct in

connection with Executive's duties under the Employment Agreement or any act or

omission which is injurious to the financial condition or business reputation of

the Employer or affiliates or (e) Executive's breach of the provisions of

Sections 8 or 9 of the Employment Agreement.



               "Disability" shall have the meaning assigned to it from time to

time under Section 409A.



               "Good Reason" shall mean (a) a greater than 10% reduction in the

total value of Executive's "Base Salary", "Target Bonus", and "Employee

Benefits" payable under the Employment Agreement (as such terms are defined

thereunder); (b) Executive's job responsibility and authority are substantially

diminished; and (c) Executive's work location is relocated to more than fifty

(50) miles from Novi, Michigan or Ann Arbor, Michigan; and provided, further,

that "Good Reason" shall cease to exist for an event on the 60th day following

the later of its occurrence or Executive's knowledge thereof, unless Executive

has given the Employer written notice thereof prior to such date.



<PAGE>



               "Section 409A" shall mean Section 409A of the Internal Revenue

Code, as amended, and the rules and regulations promulgated thereunder.



     2. Bonus Payment. Except as otherwise provided in this Agreement, ITC shall

pay an annual bonus to Executive in the amount of One Hundred Twenty Thousand

Dollars ($120,000) in each of the years 2006, 2007, 2008 and 2009 (each, a

"Bonus Payment"). Each Bonus Payment shall become due and payable on August 1 of

such year and shall be paid by ITC on the first pay date under ITC's normal

payroll schedule following August 1, unless otherwise provided in this

Agreement.

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