Plan and Agreement of Reorganization and Merger Sample Contracts

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INTERNATIONAL SECURITIES EXCHANGE, INC. SECOND AMENDED AND RESTATED PLAN AND AGREEMENT OF REORGANIZATION AND MERGER
Plan and Agreement of Reorganization and Merger • September 1st, 2006 • International Securities Exchange Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

SECOND AMENDED AND RESTATED PLAN AND AGREEMENT OF REORGANIZATION AND MERGER (this “Agreement”), adopted and entered into as of June 28, 2006 by and among International Securities Exchange, Inc., a Delaware corporation (“ISE, Inc.”), International Securities Exchange Holdings, Inc., a Delaware corporation (“Holdco”), and International Securities Exchange, LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdco (“ISE, LLC”). ISE, Inc. and ISE, LLC are sometimes hereinafter referred to together as the “Constituent Entities”.

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