REGISTRATION RIGHTS AGREEMENT

DATED AS OF NOVEMBER 21, 2005

BY AND AMONG

INTERCONTINENTALEXCHANGE, INC.

AND

THE PARTIES LISTED IN ANNEX A HERETO

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.

“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).

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