REGISTRATION RIGHTS AGREEMENT



                          DATED AS OF NOVEMBER 21, 2005



                                  BY AND AMONG



                         INTERCONTINENTALEXCHANGE, INC.



                                       AND



                      THE PARTIES LISTED IN ANNEX A HERETO





























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                          REGISTRATION RIGHTS AGREEMENT



         This Registration Rights Agreement (the "Agreement") is dated as of

November 21, 2005 by and among IntercontinentalExchange, Inc., a Delaware

corporation (the "Company"), and those parties listed in Annex A hereto (the

"Stockholders").



                                    RECITALS



         WHEREAS, the Stockholders own shares of the issued and outstanding

Class A Common Stock, Series 2, of the Company, par value $0.01 per share (the

"Class A Shares");



         WHEREAS, in connection with the Company's recapitalization, each Class

A Share will be reclassified by way of a reverse stock split at a ratio of

one-for-four and may be converted into one share of new common stock of the

Company, par value $0.01 per share (the "Shares"), as provided by the Company's

Fourth Amended and Restated Certificate of Incorporation; and



         WHEREAS, the Company and the Stockholders have entered into this

Agreement for the purpose of designating the registration rights of the

Stockholders.



         NOW, THEREFORE, in consideration of the mutual covenants set forth in

this Agreement, the parties agree as follows:



                                    ARTICLE I



                               CERTAIN DEFINITIONS



         The following terms shall have the definitions set forth below:



         "Affiliate" has the meaning set forth in Rule 12b-2 promulgated under

the Exchange Act.



         "Board of Directors" means the board of directors of the Company.



         "Business Day" means any day (other than a day which is a Saturday,

Sunday or legal holiday in the State of New York) on which banks are open for

business in New York.



         "CPEX" means Continental Power Exchange, Inc. and its successors or

assigns.



         "CPEX Agreement" has the meaning set forth in Section 3.1(c).



         "Class A Shares" has the meaning set forth in the preamble of this

Agreement.



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         "Closing Price" means, with respect to the Registrable Securities, as

of the date of determination, the closing price per share of a Registrable

Security on such date on the principal national securities exchange on which the

Registrable Securities are then listed or admitted for trading as published in

The Wall Street Journal (National Edition) or, if no such closing price on such

date is published in The Wall Street Journal (National Edition), the average of

the closing bid and asked prices on such date, as officially reported on the

principal national securities exchange on which the Registrable Securities are

then listed or admitted to trading; or if the Registrable Securities are not

then listed or admitted to trading on any national securities exchange but are

designated as national market system securities by the NASD, the last trading

price per share of a Registrable Security on such date.



         "Commission" means the United States Securities and Exchange

Commission, or any successor governmental agency or authority.



         "Covered Registration" means any Piggyback Registration or any S-3

Registration.



         "Cutback Registration" means any Covered Registration to be effected as

an underwritten Public Offering in which the Managing Underwriter with respect

thereto advises the Company and the Requesting Holders in writing that, in its

opinion, the number of securities requested to be included in such registration

(including securities of the Company that are not Registrable Securities)

exceeds the number which can be sold in such offering without a reduction in the

selling price anticipated to be received for the securities to be sold in such

Public Offering.



         "Exchange Act" means the Securities Exchange Act of 1934, as amended,

and the rules and regulations promulgated thereunder.



         "Form S-3" has the meaning set forth in Section 3.2(a).



         "Indemnified Party" has the meaning set forth in Section 4.1(c).



         "Indemnifying Party" has the meaning set forth in Section 4.1(c).



         "Initial Public Offering" means the Company's initial Public Offering.



         "Losses" has the meaning set forth in Section 4.1(a).



         "Managing Underwriter" means, with respect to any Public Offering, the

lead managing underwriter or underwriters for such Public Offering.



         "Market Price" means, on any date of determination, the average of the

daily Closing Price of Shares for the immediately preceding thirty (30) days on

which the national securities exchanges are open for trading.

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