EXHIBIT 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, of IntercontinentalExchange, Inc., a Delaware corporation, and further agrees that this joint filing agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated as of July 24, 2006.

MORGAN STANLEY

         /s/ Dennine Bullard           

Name: Dennine Bullard

Title: Authorized Signatory

MORGAN STANLEY CAPITAL GROUP INC.

         /s/ Robert P. Kinney                          

Name :Robert P. Kinney

Title: Vice President

MORGAN STANLEY & CO. INTERNATIONAL LIMITED

         /s/ Derek Bandeen                                  

Name: Derek Bandeen

Title: Authorized Signatory

MORGAN STANLEY DW INC.

         /s/ Kirk Wickman                                      

Name: Kirk Wickman

Title: Managing Director, General Counsel and Secretary