Exhibit 4.13

Execution Copy

SHAREHOLDERS AGREEMENT

SHAREHOLDERS AGREEMENT, dated as of October 10, 2006 (this “ Agreement ”), by and between ITC Holdings Corp., a Michigan corporation (the “ Company ”) and Macquarie Essential Assets Partnership, an Ontario limited partnership (the “ Stockholder ”).

WHEREAS, pursuant to and in accordance with the terms of that certain Purchase Agreement, dated as of May 11, 2006 (as the same may be amended, the “ Purchase Agreement ”), by and among the Company, the Stockholder and the other parties thereto, the Company has agreed to acquire all of the issued and outstanding capital stock of the Acquired Entities (as defined in the Purchase Agreement) in exchange for cash and shares of Common Stock (defined below);

WHEREAS, the Stockholder has elected to receive Common Stock pursuant to the terms of the Purchase Agreement and, as a result of and immediately following the consummation of the transactions contemplated by the Purchase Agreement, the Stockholder owns that number of Registrable Securities (defined below) set forth on the signature page hereto; and

WHEREAS, in connection with the consummation of the transactions contemplated by the Purchase Agreement, the Company and the Stockholder desire to enter into this Agreement to set forth certain rights and obligations of the Company and the Stockholder with respect to the ownership by the Stockholder of the Common Stock, all in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereby agree as follows.

1.             Definitions .            As used in this Agreement, the following terms shall have the following meanings:

(a)           “ Affiliate ” of a specified Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified.  For the avoidance of doubt, the Canadian Pension Plan Investment Board shall be considered an Affiliate of the Stockholder for all purposes of this Agreement.

(b)           “ Closing Date ” has the meaning assigned to such term in the Purchase Agreement.

(c)           “ Common Stock ” means common stock, no par value, of the Company.

(d)           “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

(e)           “ Holder ” means the Stockholder and any Affiliate of the Stockholder to whom the Stockholder Transfers Registrable Securities in accordance with the terms of this Agreement and who agrees in writing with the Company to be bound by the provisions of this Agreement.

(f)            “ Lock-Up Period ” shall mean the period commencing on the Closing Date and ending on the date that is the first anniversary of the Closing Date.

(g)           “ Person ” means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization, government or any department or agency thereof or any other entity.

(h)           “ Registrable Securities ” means shares of Common Stock issued to the Stockholder by the Company pursuant to the Purchase Agreement, and any Common Stock which may be issued or distributed in respect thereof by way of stock dividend or stock split or other distribution, recapitalization or reclassification.  Any particular Registrable Securities that are issued shall cease to be Registrable Securities when (i) a registration statement with respect to the sale by the Holder of such shares of Common Stock shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement; (ii) such shares of Common Stock shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act; (iii) the date on which all such shares of Common Stock may be freely sold publicly under Rule 144(k) under the Securities Act (or any successor provision) (assuming the “holding period” for purposes of Rule 144 commenced on the date hereof) and the Company shall (upon receipt by the Company of any necessary legal opinions to such effect from the Holder’s counsel) have issued to the applicable Holder new unlegended shares and cancelled any stop transfer restrictions or other restrictions with respect to such shares of Common Stock; or (iv) such shares of Common Stock shall have ceased to be outstanding.

(i)            “ Registration Expenses ” means any and all expenses (other than underwriting discounts and commissions) incurred in connection with the registrations, filings or qualifications of Registrable Securities pursuant to Section 3 for each Holder, including (i) all SEC and stock exchange or National Association of Securities Dealers, Inc. (the “ NASD ”) registration and filing fees, (ii) all fees and expenses of complying with securities or blue sky laws (including fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, messenger and delivery expenses and (iv) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or “cold comfort” letters required by or incident to such performance and compliance; provided that such expenses shall not include expenses of counsel other than those provided for in clause (iv) above.

(j)            “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

(k)           “ SEC ” means the United States Securities and Exchange Commission.

(l)            “ Transfer ”  means any voluntary or involuntary attempt to, directly or indirectly through the transfer of interests in controlled Affiliates or otherwise, offer, sell, assign, transfer, grant a participation in, pledge or otherwise dispose of any Registrable Securities, or the consummation of any such transactions.

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2.             Transfer of the Registrable Securities .

(a)           Restrictions on Transfer .  The Stockholder may not Transfer any Registrable Security without the Company’s prior written consent except:

(i)            during the Lock-Up Period, to any Affiliate of the Stockholder who agrees in writing with the Company to be bound by all of the provisions of this Agreement to the same extent as the Stockholder; or

(ii)           after the expiration of the Lock-Up Period and:

(A)          pursuant to an effective registration statement under the Securities Act;

(B)           pursuant to Rule 144 under the Securities Act; or

(C)           upon receipt by the Company of an opinion of counsel, delivered by such Stockholder and reasonably satisfactory to the Company, that such Transfer is exempt from registration under the Securities Act.

(b)           Restrictive Legends .  The Stockholder hereby acknowledges and agrees that, during the term of this Agreement, each of the certificates or book-entry confirmations representing Registrable Securities shall be subject to stop transfer instructions and shall include the applicable portion(s) of the legend set forth below:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR CONFIRMATION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR CONFIRMATION ARE SUBJECT TO THE TERMS OF THE SHAREHOLDERS AGREEMENT, DATED AS OF OCTOBER 10, 2006, AND MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH SHAREHOLDERS AGREEMENT.   A COPY OF SUCH SHAREHOLDERS AGREEMENT IS ON FILE WITH THE SECRETARY OF ITC HOLDINGS CORP. AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR.  THE HOLDER OF THESE SHARES, BY ACCEPTANCE OF THIS CERTIFICATE OR CONFIRMATION, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT.”

The certificates or book-entry confirmations representing such Registrable Securities shall be replaced, at the expense of the Company, with certificates or book-entry confirmations not bearing the legend required by this Section 2(b) and any such stop transfer restrictions shall be cancelled, upon (i) the Transfer of Registrable Securities in compliance with Section 2 or (ii) the

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applicability of clause (iii) of the definition of “Registrable Securities” with respect to the Common Stock.

(c)           Transfers Not In Compliance .  A purported or attempted Transfer of Registrable Securities by the Stockholder that does not comply with this Agreement shall be void ab initio and the purported transferee or successor by operation of law shall not be deemed to be a stockholder of the Company for any purpose and shall not be entitled to any of the rights of a stockholder, including the right to vote any Registrable Securities or to receive a certificate or certificates for the Registrable Securities or any dividends or other distributions on or with respect to the Registrable Securities.

(d)           Restriction on Certain Transactions .  From and after the date hereof until the expiration of the Lock-Up Period, the Stockholder hereby covenants and agrees that such Stockholder shall not, directly or indirectly, enter into any transaction with respect to the Common Stock held by the Stockholder designed to reduce its risk relative to its position as a holder of Common Stock, without the Company’s written consent.

3.                                       Incidental Registrations .

(a)           Right to Include Registrable Securities .  If the Company at any time following the expiration of the Lock-Up Period and before the date that is the second anniversary of the date of this Agreement proposes to register Common Stock under the Securities Act for its own account (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or a registration of Common Stock to be issued by the Company to acquire the assets or securities of another entity in connection with an acquisition or other business combination transaction) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, the Company will, at each such time, give prompt written notice to all Holders of Registrable Securities of its intention to do so and of such Holders’ rights under this Section 3.  Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided that (i) if, at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.  If a registration requested pursuant to this Section 3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in

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writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration.

(b)           Expenses .  The Company will pay all Registration Expenses in connection with each registration of Registrable Securities.  The Holders shall bear and pay any underwriting commissions and discounts applicable to the Registrable Securities offered for their account in connection with any registrations, filings and qualifications made pursuant to this Agreement, as well as fees and disbursements of counsel or other advisors to the Holders.

(c)           Priority in Incidental Registrations .  If a registration pursuant to this Section 3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell, (ii) second, up to 100% of the securities, if any, requested to be registered by any holder of Common Stock pursuant to demand registration rights in any agreement between the Company and such Person, and (iii) third, to the extent of the number of Registrable Securities (and Common Stock held by any other Persons with similar incidental registration rights) requested to be included in such registration pursuant to this Section 3 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities (and such Common Stock held by any other Person) which the Holders (and such other Persons) have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders (and such other Persons) on the basis of the relative number of shares of Registrable Securities then held by each such Holder (or shares of Common Stock then held by such other Person); provided that any shares thereby allocated to any such Holder (or such other Person) that exceed such Holder’s (or such other Person’s) request will be reallocated among the remaining requesting Holders (and such other Persons) in like manner.

4.                                       Registration Procedures .

(a)           If and whenever the Company is required to use its commercially reasonable efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company will use its commercially reasonable efforts to:

(i)            prepare and, in any event within 120 days after the end of the period within which a request for registration may be given to the Company pursuant to Section 3, file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective; provided , however , that the Company may discontinue any registration of its securities which is being effected pursuant to Section 3 at any time prior to the effective date of the registration statement relating thereto;

(ii)           prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary with respect to the disposition of all securities covered by such registration

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statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;

(iii)          furnish to each seller of such Registrable Securities such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits filed therewith, including any documents incorporated by reference), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller;

(iv)          use its commercially reasonable efforts to register or qualify such Registrable Securities covered by suc