TABLE OF CONTENTS

ARTICLE I
Formation of Surviving Corporation
1.1. Organization of the Surviving Corporation			1
1.2. Directors of the Surviving Corporation			2
1.3. Officers of the Surviving Corporation			2
ARTICLE II
The Merger
2.1. The Merger			3
2.2. Closing			3
2.3. Effective Time			3
ARTICLE III
Certificate of Incorporation and Bylaws of the Surviving Corporation
3.1. Certificate of Incorporation			4
3.2. Bylaws			4
3.3. Rules			4
ARTICLE IV
Effect of the Merger on Membership Interests and Capital Stock
4.1. Effect on Membership Interests			4
4.2. Effect on Surviving Corporation Common Stock			5
4.3. Election Procedures			5
4.4. Exchange of Certificates			7
4.5. Adjustments			10
4.6. Bonus Pool			10
4.7. Closing Cash Amount			11

ARTICLE V
Representations and Warranties
5.1. Representations and Warranties of NYBOT			12
5.2. Representations and Warranties of ICE and Merger Sub			27
ARTICLE VI
Covenants
6.1. Interim Operations			32
6.2. Acquisition Proposals			35
6.3. Preparation of Proxy Statements; Information Supplied			37
6.4. Members Meeting			39
6.5. Reasonable Best Efforts; Regulatory Filings and Other Actions			40
6.6. Access			41
6.7. Affiliates			41
6.8. Exchange Listing			42
6.9. Publicity			42
6.10. Employment and Benefit Levels			42
6.11. Taxes			43
6.12. Expenses			43
6.13. Indemnification			44
6.14. Other Actions by ICE and NYBOT			44
6.15. ICE Board of Directors			45
6.16. Clearing Organization			45
ARTICLE VII
Conditions
7.1. Conditions to Each Partys Obligation to Effect the Merger			46
7.2. Conditions to Obligations of NYBOT			47
7.3. Conditions to Obligation of ICE			47
ARTICLE VIII
Termination
8.1. Termination by Mutual Consent			48
8.2. Termination by Either NYBOT or ICE			49
8.3. Termination by ICE			49
8.4. Termination by NYBOT			50

8.5. Effect of Termination and Abandonment; Termination Fee and Expense Reimbursement			51
ARTICLE IX
Miscellaneous and General
9.1. Survival			52
9.2. Modification or Amendment			52
9.3. Waiver of Conditions			53
9.4. Counterparts			53
9.5. GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL			53
9.6. Notices			54
9.7. Entire Agreement			55
9.8. No Third-Party Beneficiaries			55
9.9. Transfer Taxes			55
9.10. Definitions			55
9.11. Severability			55
9.12. Interpretation; Construction			55
9.13. Assignment			56

Exhibit A Certificate of Incorporation of Surviving Corporation
Exhibit B Bylaws of Surviving Corporation
Exhibit C Knowledge of ICE
Exhibit D Knowledge of NYBOT
Annex 1.2(b)(x) Members of the Board of Directors of Surviving Corporation
Annex 1.2(b)(y) NYBOT Designees & Public Directors
Annex 4.6 Bonus Pool Caps

AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of September 14, 2006, is by and among IntercontinentalExchange, Inc., a Delaware corporation (ICE), CFC Acquisition Co., a Delaware corporation (Merger Sub) and Board of Trade of the City of New York, Inc., a New York not-for-profit corporation (NYBOT).

RECITALS

     WHEREAS, in accordance with and subject to the New York Not-For-Profit Corporation Law (the N-PCL) and the bylaws of NYBOT, all record owners of regular memberships in NYBOT other than NYBOT and its Subsidiaries (the Members) own (i) Equity Memberships (as defined under the bylaws and rules of NYBOT) (the Membership Interests) and (ii) Trading Rights (as hereinafter defined) associated with such Membership Interests;

     WHEREAS, ICE desires to acquire all of the Membership Interests on the terms and subject to the conditions set forth in this Agreement and to leave certain Trading Rights outstanding and exercisable from and after the Effective Time through the Surviving Corporation (as hereinafter defined) on the terms and subject to the conditions set forth in the Bylaws and the Rules (as hereinafter defined);

     WHEREAS, the Boards of Directors of ICE, Merger Sub and NYBOT have each determined that it is advisable and in the best interests of their respective members (in the case of NYBOT) and stockholders (in the case of ICE and Merger Sub) to consummate, and have approved, the business combination transaction provided for herein in which NYBOT would merge with and into Merger Sub and Merger Sub would continue to be a wholly owned subsidiary of ICE (the Merger);

     WHEREAS, it is intended that, for United States federal income tax purposes, the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code); and

     WHEREAS, each of ICE and NYBOT desires to make certain representations, warranties, covenants and agreements in connection with this Agreement.

     NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I

Formation of Surviving Corporation

          1.1. Organization of the Surviving Corporation. The certificate of incorporation (the Charter) of Merger Sub (the Surviving Corporation) and the bylaws of the Surviving Corporation (the Bylaws) shall be substantially in the forms

 

attached hereto as Exhibit A and Exhibit B, respectively. Promptly after the date hereof, and in any event prior to the mailing of the Proxy Statement/Prospectus to the Members, ICE and NYBOT shall cooperate to prepare a draft of the rules of the Surviving Corporation (the Rules); provided, however, that such draft Rules shall be identical to the rules of NYBOT as in effect as of the date of this Agreement with only such changes as are reasonably necessary to conform such Rules to the Bylaws and this Agreement and such other changes as the parties mutually agree. Notwithstanding the foregoing, ICE may (but shall not be required to) modify or amend the Charter, Bylaws and/or the Rules, subject to the restrictions contained in Article XVI of the Bylaws, in response to requirements imposed by, or comments received from, the Commodities Futures Trading Commission (CFTC) or its staff or any other governmental authority with lawful jurisdiction without the consent of NYBOT after giving NYBOT notice of such proposed modification or amendment, unless, within five business days of receiving such notice, NYBOT notifies ICE that it has determined in good faith that the modifications or amendments are reasonably likely to have a material adverse effect on the Surviving Corporation.

          1.2. Directors of the Surviving Corporation.