the Corporation Uses in Considerations of the Board of Directors Clause

Considerations of the Board of Directors from Certificate of Incorporation

Intercontinental Exchange, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

Considerations of the Board of Directors. In taking any action, including action that may involve or relate to a change or potential change in the control of the Corporation, a director of the Corporation may consider, among other things, both the long-term and short-term interests of the Corporation and its stockholders and the effects that the Corporation's actions may have in the short term or long term upon any one or more of the following matters:

Considerations of the Board of Directors 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:

Considerations of the Board of Directors. In taking any action, including action that may involve or relate to a change or potential change in the control of the Corporation, a director of the Corporation may consider, among other things, both the long-term and short-term interests of the Corporation and its stockholders and the effects that the Corporations actions may have in the short term or long term upon any one or more of the following matters: