D. Location of Stockholder Meetings and Records Uses in Bylaws Clause

Bylaws from Certificate of Incorporation

IntercontinentalExchange Group, Inc. (the Corporation), a corporation organized and existing under the Delaware General Corporation Law, as amended from time to time (the DGCL), hereby certifies as follows:

Bylaws. No adoption, amendment or repeal of a bylaw by action of stockholders shall be effective unless approved by the affirmative vote of the holders of not less than 66 2/3%, or such higher percentage as may be specified in Section 11.2(b) of the bylaws of the Corporation, of the voting power of all outstanding shares of Common Stock and all other outstanding shares of stock of the Corporation entitled to vote on such matter, with such outstanding shares of Common Stock and other stock considered for this purpose as a single class. Any vote of stockholders required by this ARTICLE IX shall be in addition to any other vote of stockholders that may be required by law, this Amended and Restated Certificate of Incorporation, the bylaws of the Corporation, any agreement with a national securities exchange or otherwise.