IntercontinentalExchange (ICE)

TO BE HELD MAY 14, 2009

NOTICE HEREBY IS GIVEN that the 2009 Annual Meeting of Stockholders of IntercontinentalExchange, Inc. will be held at the Four Seasons Hotel, 75 Fourteenth Street, Atlanta, Georgia 30309 on Thursday, May 14, 2009 at 8:30 a.m., local time, for the purposes of considering and voting upon:

1. The election of ten directors to serve until the 2010 Annual Meeting of Stockholders;

2. The approval of the IntercontinentalExchange, Inc. Executive Bonus Plan;

3. The approval of the IntercontinentalExchange, Inc. 2009 Omnibus Incentive Plan;

4. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009; and

5. Such other business as properly may come before the Annual Meeting or any adjournments thereof. The Board of Directors is not aware of any other business to be presented to a vote of the stockholders at the Annual Meeting.

The Board of Directors has fixed the close of business on March 17, 2009 as the record date for determining the stockholders entitled to notice of and to vote at the meeting and any adjournments thereof.

If you hold your shares of common stock through a broker or nominee, you will need to bring either a copy of the voting instruction card provided by your broker or nominee or a copy of a brokerage statement showing your ownership as of March 17, 2009.

A list of stockholders entitled to vote at the 2009 Annual Meeting of Stockholders will be available for inspection upon request of any stockholder for a purpose germane to the meeting at our principal executive offices, 2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia 30328 during the ten days prior to the meeting, during ordinary business hours, and at the Four Seasons Hotel, 75 Fourteenth Street, Atlanta, Georgia 30309 during the meeting.