THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

IntercontinentalExchange, Inc. (ICE)

3/1/2006 Proxy Information

Continental Power Exchange Put Agreement

As a part of the transactions surrounding our formation, we entered into an agreement with our predecessor company, CPEX, on May 11, 2000. Our chief executive officer, Mr. Sprecher, owned then and continues to own substantially all the equity interests in CPEX. Pursuant to the agreement, CPEX conveyed all of its assets and liabilities to us. These assets included intellectual property that we used to develop our electronic platform. In return, we issued to CPEX a 7.2% equity interest in our business and we agreed to give CPEX a put option, by which CPEX could require us to buy its equity interest in our business at the purchase price equal to either our fair market value or $5 million, whichever is greater.

In connection with our initial public offering, in October 2005 we entered an agreement with CPEX and Mr. Sprecher to terminate the put option upon the closing of our initial public offering. In connection with the termination of the put option, we amended certain registration rights previously granted to CPEX pursuant to which, as described below, we may be obligated to pay the expenses of registration of such shares, including underwriting discounts up to a maximum of $4.5 million.

Mr. Sprecher currently owns 92.5% of the equity interest in CPEX and holds an irrevocable proxy enabling him to vote the remaining 7.5%. CPEX currently has no assets other than its equity interest in IntercontinentalExchange, Inc. and conducts no operations.

Continental Power Exchange, Inc. Stock Option Plan

Four of our executives and employees held options that were granted between 1998 and 1999 under the CPEX Stock Option Plan which was terminated in November 2005 in connection with our initial public offering of common stock. These option holders included our president and chief operating officer and our chief technology officer. These options gave the option holder the right to purchase shares of our common stock from CPEX, and were fully vested. The exercise price for these options ranged from $1.04 to $1.72 per share. In total, there were 209,122 options outstanding under the CPEX Stock Option Plan, which could have been exercised against CPEXÕs total equity stake in ICE. In connection with the termination of the CPEX Stock Option Plan, CPEX sold 209,122 shares of New Common Stock in our initial public offering, representing all shares of our common stock underlying the outstanding and vested options. As part of each holderÕs agreement to terminate the Stock Option Plan and cancel all of their outstanding and vested options, CPEX paid each holder an amount equal to (i) the net proceeds received by CPEX in connection with its sale in the offering of the respective number of shares of common stock underlying such holderÕs options, less (ii) the aggregate exercise price of such holderÕs respective options, less (iii) applicable Federal and state withholding taxes. No payments were made to Mr. Sprecher in connection with the sale by CPEX of the 209,122 shares of New Common Stock.

Other

From time to time, we have received investment banking services from Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co., the lead underwriters of our initial public offering and each an affiliate of one of our largest stockholders. From time to time, we have also received consulting services from Goldman, Sachs & Co. and have entered into several foreign exchange forward contracts with Morgan Stanley Capital Group Inc. In 2005, we paid Morgan Stanley & Co. Incorporated $500,000 in financial advisory fees. In connection with the foreign exchange contracts, we paid Morgan Stanley & Co. Incorporated $1.2 million in 2005.

Underwriting discounts in our initial public offering in November 2005 were approximately $31.1 million. Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. were the lead underwriters of our initial public offering and each of them is an affiliate of one of our largest stockholders. SG Americas Securities, LLC was also an underwriter of our initial public offering and is an affiliate of SociŽtŽ GŽnŽrale Financial Corporation, which is one of our largest stockholders. Morgan Stanley & Co., Goldman, Sachs & Co., and SG Americas Securities, LLC, along with other underwriters, received a portion of the aggregate underwriting discounts. Morgan Stanley & Co. and Goldman, Sachs & Co. were each paid approximately $11.7 million, before expenses, and SG Americas Securities, LLC was paid approximately $915,000, before expenses, in connection with their service as underwriters for our initial public offering.

Relationships with Certain Stockholders

Registration Rights

In connection with the agreement to terminate CPEXÕs put option, we amended certain registration rights previously granted to CPEX, which owns 2,197,813 shares of our outstanding Class A2 Common Stock. All of the equity interest in CPEX is owned by Mr. Sprecher, our Chairman and Chief Executive Officer, and members of his family. Under this agreement, CPEX is entitled to require us to register for resale into the public market the common stock CPEX will receive upon conversion of its shares of Class A2 Common Stock it currently holds if Mr. SprecherÕs employment with us has been terminated. In addition, we may be obligated to pay the expenses of registration of such shares, including underwriters discounts up to a maximum of $4.5 million.

In addition, we entered into a registration rights agreement with certain stockholders, including, among others, Morgan Stanley Capital Group Inc. and The Goldman Sachs Group, Inc. (each an affiliate of the lead underwriters of our initial public offering), Total S.A. and SociŽtŽ GŽnŽrale Financial Corporation (an affiliate of an underwriter of our initial public offering). Each of the foregoing stockholders beneficially owns more than five percent of the outstanding shares of our Common Stock. The registration rights agreements contain provisions relating to S-3 demand rights, piggy-back rights and lock-ups, among others.

ShareholdersÕ Agreement

On June 14, 2001, we entered into a ShareholdersÕ Agreement with certain of our stockholders. This agreement provided, among other things, the right to nominate directors to our Board of Directors. When our independent board was elected, the parties to the ShareholdersÕ Agreement voluntarily agreed not to exercise their right under the ShareholdersÕ Agreement to nominate directors. Instead, the nominating shareholders, acting as a group, collectively nominated and elected the members of the independent board. This agreement also provided that the nominating shareholders would nominate and elect the chief executive officer and the chairman of ICE Futures to our Board of Directors as long as our Class B redeemable common stock remained outstanding. Pursuant to this agreement, since the elimination of our Class B redeemable common stock, the nominating shareholders have been required to nominate either the chief executive officer or the chairman of ICE Futures to our Board of Directors, rather than both. The agreement also placed restrictions on the use of proxies and voting trusts with unaffiliated entities. The ShareholdersÕ Agreement terminated on the closing of our initial public offering in November 2005.

Relationships with Our Directors

Chicago Climate Exchange Agreements

One of our directors, Richard L. Sandor, is also the Chairman, Chief Executive Officer and principal owner of the Chicago Climate Exchange, Inc., which operates futures and OTC markets for the trading of emissions. In July 2003, we entered into an agreement with the Chicago Climate Exchange to provide hosting services for the trading of the Chicago Climate Exchange emissions on our electronic platform. Under this agreement, the Chicago Climate Exchange is required to pay us an annual license fee of $725,000 and an annual service fee of $500,000. The Chicago Climate Exchange is also required to pay us for certain technology development work at an agreed upon rate. The initial term of this agreement expires in December 2006. The terms of this agreement provide for automatic renewal for additional one year periods following the expiration of the initial term, unless either party provides at least six monthsÕ notice of its intention not to renew.

In May 2004, we entered into a listing agreement with the Chicago Climate Exchange under which we agreed to allow the Chicago Climate Exchange to make certain emissions contracts available for trading in its emissions trading market, which we host on our platform, and to delist such contracts from trading on our platform. Pursuant to this agreement, the Chicago Climate Exchange is obligated to pay us 10% of the gross revenues earned by the Chicago Climate Exchange in connection with trading in these contracts.

In August 2004, we entered into a license agreement with the Chicago Climate Exchange in respect of certain of its intellectual property relating to an emission reduction trading system and method. Pursuant to our agreement, the Chicago Climate Exchange granted to us, our affiliates (including ICE Futures) and any of our contractors, agents and service providers a perpetual, non-exclusive, royalty-free license, including any patents or related applications thereto, in relation to such intellectual property. Pursuant to the terms of this agreement, we also acknowledged the Chicago Climate ExchangeÕs ownership of the intellectual property and agreed not to challenge the ownership, validity or enforceability of the intellectual property.

In addition, in August 2004, ICE Futures entered into a Cooperation and Licensing Agreement with the Chicago Climate Exchange. Pursuant to this agreement, the Chicago Climate Exchange and ICE Futures formed a cooperative relationship for the purposes of promoting the development of a European emissions trading market through, in particular, the trading of emissions contracts on our electronic platform. The agreement provides for the Chicago Climate Exchange to fund ICE Futures development and operating costs in relation to the emissions contracts. The Chicago Climate Exchange will then receive 75% of net transaction fee income from the emissions contracts (after the deduction of operating costs). In December 2004, the European Climate Exchange, which is a subsidiary of the Chicago Climate Exchange, acceded to the terms of the Cooperation and Licensing Agreement. Emissions contracts refer to any cash or spot or futures contract for European emissions allowances traded on our platform pursuant to this agreement. Consistent with, and subject to, its legal and regulatory obligations and the provisions of this agreement, ICE Futures has agreed, among other obligations, to:

„ use commercially reasonable efforts to cooperate with the Chicago Climate Exchange in the design and listing of the emissions contracts;

„ manage, in cooperation with us, the process of modifying our electronic platform and other hardware and software as necessary to allow the trading of the emissions contracts;

„ provide required market supervision, compliance and regulatory arrangements; and

„ obtain the necessary regulatory approvals to allow the trading of the emissions contracts from trading screens located in the United Kingdom, Germany, France, the Netherlands, Switzerland, Sweden, Norway, the United States, and such other countries as ICE Futures and the Chicago Climate Exchange agree.

The initial term of this agreement concludes on the later of December 31, 2007 and the date on which Phase I of the European Emissions Allowances Trading Scheme terminates, unless sooner terminated pursuant to special termination provisions of the agreement. The terms of this agreement provide for automatic renewal periods of one year following the conclusion of the initial term, unless terminated earlier by either party upon written notice provided no later than twelve months prior to the end of the initial term, or three months prior to the end of any renewal period.

During 2005, we recognized $1.8 million in revenues pursuant to these agreements.

Intercompany Agreements

License and Services Agreements

In May 2003, we entered into a Software License Agreement and an Atlanta Services Agreement with our subsidiary, ICE Futures, pursuant to which we provide ICE Futures with access to our electronic platform. Pursuant to the Software License Agreement, we have granted ICE Futures a license to use software related to our electronic platform, which ICE Futures may sub-license to its members and their customers. The Atlanta Services Agreement requires us to provide hosting, helpdesk and other services to ICE Futures. These agreements are designed to assist ICE Futures in meeting certain of its regulatory obligations as a Recognized Investment Exchange. ICE Futures is required to pay us for the license and related services pursuant to the terms of the agreements, which have been set on the same basis as we would negotiate with an unrelated third party. Similar agreements exist between ICE Futures and two of our other U.K.-based subsidiaries in respect of disaster recovery services and U.K. helpdesk services.

Recharge Agreement

In December 2002, we entered into a Recharge Agreement with ICE Futures under which ICE Futures agreed to incur costs associated with stock issued to ICE Futures employees upon their exercise of options granted under the 2000 Stock Option Plan. Under the terms of the agreement, ICE Futures is required to pay us as soon as reasonably practicable after the exercise of an option an amount equal to the difference between the option exercise price and the value of the shares on the date of exercise. The agreement, which was amended in April 2004, limits ICE FuturesÕ maximum liability under the Recharge Agreement to $18.0 million. There was a total of $19,614 paid in 2005.

Other

Kelly L. Loeffler, a corporate officer and our Vice President, Investor and Public Relations, is married to Jeffrey C. Sprecher, our Chairman and Chief Executive Officer. Since joining ICE in September 2002, Ms. Loeffler has reported directly to Richard V. Spencer, our Chief Financial Officer. In 2005, Ms. Loeffler received total cash compensation of approximately $400,000.