AGREEMENT AND PLAN OF MERGER

by and between

INTERCONTINENTALEXCHANGE INC.,

BOARD OF TRADE OF THE CITY OF NEW YORK, INC.

and

CFC ACQUISITION CO.

Dated as of September 14, 2006

Table of Contents

TABLE OF CONTENTS

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Table of Contents

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Table of Contents

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

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