EXHIBIT 2 IntercontinentalExchange, Inc. Common Stock Underwriting Agreement November 15, 2005 Morgan Stanley & Co. Incorporated Goldman, Sachs & Co. As representatives of the several Underwriters named in Schedule I hereto (the "Representatives"),...Underwriting Agreement • December 1st, 2005 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
EXHIBIT 1 IntercontinentalExchange, Inc. Lock-Up Agreement October 26, 2005 Morgan Stanley & Co. Incorporated Goldman, Sachs & Co. As representatives of the several Underwriters named in Schedule I to the Underwriting Agreement (as defined below) c/o...Lock-Up Agreement • December 1st, 2005 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies
Morgan Stanley & Co. Incorporated Goldman, Sachs & Co. As representatives of the several Underwriters named in Schedule I to the Underwriting Agreement (as defined below) c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 and Goldman, Sachs & Co. 85 Broad Street New York, New York 10004
EXHIBIT 3 REGISTRATION RIGHTS AGREEMENT DATED AS OF NOVEMBER 21, 2005Registration Rights Agreement • December 1st, 2005 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York
