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Exhibit 10.1

ITC Holdings Corp.

27175 Energy Way

Novi, MI 48377

Attn: Joseph L. Welch, President and Chief Executive Officer

Re:          Merger Agreement Termination

Dear Mr. Welch:

Reference is made to that certain Merger Agreement, dated as of December 4, 2011, as amended by that certain Amendment No. 1 to the Merger Agreement, dated as of September 21, 2012, and that certain Amendment No. 2 to the Merger Agreement, dated as of January 28, 2013 (collectively, the “Merger Agreement”), among Entergy Corporation, a Delaware corporation (“Entergy”), Mid South TransCo LLC, a Delaware limited liability company and presently a wholly owned subsidiary of Entergy, ITC Holdings Corp., a Michigan corporation (“ITC”), and ITC Midsouth LLC (formerly known as Ibis Transaction Subsidiary LLC), a Delaware limited liability company and a direct wholly owned subsidiary of ITC.

Entergy and ITC hereby mutually agree to terminate the Merger Agreement pursuant to Section 7.01(a) of the Merger Agreement.  Please acknowledge your agreement to terminate the Merger Agreement by executing this letter agreement in the space indicated below and returning one copy to the undersigned.

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