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                         CERTIFICATE OF INCORPORATION OF

                           INSTINET GROUP INCORPORATED



                                    ARTICLE I

         The name of the Corporation is Instinet Group Incorporated (the
"Corporation").

                                   ARTICLE II

         The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.

                                   ARTICLE III

         The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware ("DGCL"), as the same exists or may hereafter be amended.

                                   ARTICLE IV

         The Corporation is authorized to issue two classes of stock to be
designated, respectively, common stock, par value $0.01 per share ("Common
Stock"), and preferred stock, par value $0.01 per share ("Preferred Stock"). The
total number of shares of Common Stock that the Corporation shall have authority
to issue is 950,000,000. The total number of shares of Preferred Stock that the
Corporation shall have authority to issue is 200,000,000. The Preferred Stock
may be issued from time to time in one or more series.

         The board of directors is hereby authorized, subject to limitations
prescribed by law and the provisions of this Article IV, by resolution to
provide for the issuance of the shares of Preferred Stock in one or more series,
and to establish from time to time the number of shares to be included in each
such series, and to fix the designation, powers, preferences, and relative
participating, optional or other rights, if any, of the shares of each such
series and the qualifications, limitations or restrictions thereof.

         The authority of the board of directors with respect to each series of
preferred stock shall include, but not be limited to, determination of the
following:

         A. The number of shares constituting that series (including an increase
or decrease in the number of shares of any such series (but not below the number
of shares in any such series then outstanding)) and the distinctive designation
of that series;

         B. The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;

         C. Whether that series shall have voting rights (including multiple or
fractional votes per share) in addition to the voting rights provided by law,
and, if so, the terms of such voting rights;

         D. Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such privileges, including provision for adjustment
of the conversion rate in such events as the board of directors shall determine;

         E. Whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different conditions and at
different redemption rates;
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         F. Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and the amount of such
sinking funds;

         G. The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and the
relative rights of priority, if any, of payment of shares of that series; and

         H. Any other relative rights, preferences and limitations of that
series.

         No holders of shares of the Corporation of any class, now or hereafter
authorized, shall have any preferential or preemptive rights to subscribe for,
purchase or receive any shares of the Corporation of any class, now or hereafter
authorized, or any options or warrants for such shares, or any rights to
subscribe for, purchase or receive any securities convertible to or exchangeable
for such shares, which may at any time be issued, sold or offered for sale by
the Corporation.

                                    ARTICLE V

         For the management of the business and for the conduct of affairs of
the Corporation, and in further definition, limitation and regulation of the
powers of the Corporation, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that:

         A. The management of the business and the conduct of the affairs of the
Corporation shall be vested in its board of directors. The authorized number of
directors of the Corporation shall be no more than 15 and no less than 6, and
may be fixed and changed within such range from time to time by a resolution
adopted by a majority of the Whole Board. For purposes of this Certificate of
Incorporation, the term "Whole Board" shall mean the total number of authorized
directors, whether or not there exist any vacancies in previously authorized
directorships.

         B. The directors, other than with respect to those directors who may be
elected by the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation, shall be classified, with
respect to the time for which they severally hold office, into three classes, as
nearly equal in number as possible, one class to be originally elected for a
term expiring at the annual meeting of stockholders to be held in 2002, another
class to be originally elected for a term expiring at the annual meeting of
stockholders to be held in 2003, and another class to be originally elected for
a term expiring at the annual meeting of stockholders to be held in 2004, with
directors of each class to hold office until their successors are duly elected
and qualified. At each succeeding annual meeting of stockholders, directors
elected to succeed those directors whose terms then expire shall be elected for
a term of office to expire at the third succeeding annual meeting of
stockholders after their election, with each director, including a director
elected or appointed to fill a vacancy, to hold office until such person's
successor shall have been elected and qualified or until such person's earlier
resignation, removal, death or disqualification. No decrease in the number of
directors constituting the board of directors shall shorten the term of any
incumbent director.

         C. The board of directors is expressly empowered to adopt, amend or
repeal bylaws of the Corporation (the "Bylaws"). The stockholders shall also
have power to adopt, amend or repeal the Bylaws of the Corporation; PROVIDED,
HOWEVER, that, in addition to any vote of the holders of any class or series of
stock of the Corporation required by law or by this Certificate of
Incorporation, the affirmative vote of the holders of a majority of the voting
power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to adopt, amend or repeal any
provision of the Bylaws of the Corporation; AND FURTHER PROVIDED, HOWEVER, that
from and after the date on which Reuters Group PLC, a public limited company
organized under the laws of England and Wales, and its Affiliates ("Reuters"),
or a transferee from Reuters of at least a majority of the then outstanding
shares of Common Stock and its Affiliates (a "Majority Transferee"), shall cease
to beneficially own ("Beneficially Own"), within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended, at least a majority of the then
outstanding shares of Common Stock (in each case, the "Trigger Date"), the
affirmative vote of the holders of at least 66 2/3% of the voting power of all
of the then-outstanding shares of the capital stock of the Corporation entitled
to vote generally in the election of directors, voting together as a single
class, shall be required to adopt, amend or repeal any provision of the Bylaws
of the Corporation.

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         D. The directors need not be stockholders unless so required by the
Bylaws, wherein other qualifications for directors may be prescribed.

         E. The directors of the Corporation need not be elected by written
ballot unless the Bylaws so provide.

         F. Advance notice of stockholder nomination for the election of
directors and of any other business to be brought by stockholders before any
meeting of the stockholders of the Corporation shall be given in the manner
provided in the Bylaws.

         G. Subject to the rights of the holders of any series of Preferred
Stock then outstanding, newly created directorships resulting from any increase
in the authorized number of directors or any vacancies in the board of directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall, unless otherwise required by law or by resolution
of the board of directors, be filled by a majority vote of the directors then in
office, though less than a quorum (and not by stockholders), and directors so
chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of office of the class to which they have been
chosen expires and until such director's successor shall have been duly elected
and qualified. Notwithstanding the foregoing in this paragraph G, the directors
then in office shall fill such vacancies, to the extent permitted by applicable
law, consistent with the terms of the corporate agreement to be entered into
between the Corporation and Reuters Limited, a company organized under the laws
of England and Wales (the "Corporate Agreement").

         H. Prior to the Trigger Date, any corporate action required to be taken
at any annual or special meeting of stockholders of the Corporation, or any
corporate action which may be taken at any annual or special meeting of the
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the corporate action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. On and after the Trigger Date (as hereinafter defined) the power to
act by written consent is expressly denied, and any corporate action required to
be taken at any annual or special meeting of the stockholders, or any corporate
action which may be taken at any annual or special meeting of the stockholders,
may be taken only at a duly called annual or special meeting of stockholders and
may not be taken by written consent of the stockholders in lieu of such meeting.
Except as set forth in this paragraph H and paragraph I, special meetings of the
stockholders may not be called by any other person or persons.

         I. Unless provided by law or by this Certificate of Incorporation,
special meetings of stockholders of the Corporation for any purpose or purposes
may be called only by the Chairman of the board or by the board of directors
acting pursuant to a resolution adopted by a majority of the Whole Board;
provided, however, that prior to the date on which Reuters or a Majority
Transferee shall cease to Beneficially Own at least 15% of the then outstanding
shares of Common Stock, special meetings of stockholders of the corporation may
also be called by Reuters (if Reuters Beneficially Owns 15% of the then
outstanding shares of Common Stock) or any such Majority Transferee (if such
Majority Transferee Beneficially Owns 15% of the then outstanding shares of
Common Stock).

         J. Subject to the rights of the holders of any class of Preferred Stock
or series thereof to elect additional directors and remove directors under
specified circumstances, (i) prior to the Trigger Date, any director may be
removed from office, with or without cause, by the affirmative vote of the
holders of at least of a majority of the then outstanding Common Stock and (ii)
on and after the Trigger Date, any director may be removed from office only for
cause by the affirmative vote of the holders of at least a majority of the then
outstanding Common Stock.

         K. Notwithstanding anything to the contrary contained in this
Certificate of Incorporation, the affirmative vote of the holders of at least 66
2/3% of the voting power of all of the then outstanding shares of the capital
stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to amend, alter,
change or repeal any provision of this Article V; provided, however, that prior
to the Trigger Date, the affirmative vote of the holders of at least a majority
of the voting power of all of the then outstanding shares of the capital stock
of the Corporation entitled to vote generally in the


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election of directors, voting together as a single class, shall be sufficient to
effect any such amendments, alterations, changes or repeals to any provision of
this Article V.



                                   ARTICLE VI

         A. For purposes of this Article VI, the following definitions shall
apply:

            1. "AFFILIATE" means, with respect to a given Person, any other
Person that, directly or indirectly, controls, is controlled by, or is under
common control with, such Person; provided, however, that the Instinet Entities
and their Affiliates, on the one hand, and the Reuters Entities and their
Affiliates, on the other, shall not be deemed to be "Affiliates" of one another.
For purposes of this definition, "control" (including, with correlative
meanings, the terms "controlled by" and "under common control with"), as applied
to any Person, means the possession, directly or indirectly, of the power to
vote forty percent (40%) or more of the securities having voting power for the
election of directors (or other Persons acting in similar capacities) of such
Person or otherwise to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise.

            2. "INSTINET ENTITIES" means the Corporation and its Subsidiaries,
and "Instinet Entity" shall mean any of the Instinet Entities.

            3. "PERSON" means any individual, partnership, limited liability
company, joint venture, corporation, trust, unincorporated organization,
government (and any department or agency thereof) or other entity.

            4. "REUTERS ENTITIES" means Reuters and Subsidiaries of Reuters
(other than Subsidiaries that constitute Instinet Entities).

            5. "SUBSIDIARY" means, as to any Person, any corporation,
association, partnership, joint venture or other business entity of which more
than 50% of the voting power of capital stock or other voting ownership
interests entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof is owned or
controlled, directly or indirectly, by such Person or by one or more of the
Subsidiaries of such Person or by a combination thereof.

         B.       In anticipation that:

                  (1) the Corporation will cease to be a wholly owned subsidiary
         of the Reuters Entities, but that one or more of the Reuters Entities
         will remain, for some period of time, a stockholder of the Corporation;

                  (2) the Instinet Entities and their Affiliates and the Reuters
         Entities and their Affiliates may engage in the same or similar lines
         of business and may have an interest in the same or similar areas of
         corporate opportunities;

                  (3) there will be benefits in providing guidelines for
         directors and officers of the Instinet Entities and their Affiliates
         and the Reuters Entities and their Affiliates with respect to the
         allocation of corporate opportunities and other matters;

                  the provisions of this Article VI are set forth to regulate,
define and guide the conduct of certain affairs of the Instinet Entities and
their Affiliates as they may involve the Reuters Entities and their Affiliates
and their officers and directors, and the powers, rights, duties and liabilities
of the Instinet Entities and their Affiliates and its officers, directors and
stockholders in connection therewith.

         C. Except as the Reuters Entities or their Affiliates may otherwise
agree in writing, the Reuters Entities or their Affiliates shall have the right
to, and shall have no duty to refrain from, (i) engaging directly or indirectly
in the same or similar lines of business as the Instinet Entities or their
Affiliates, or (ii) employing or otherwise engaging any officer or employee of
the Instinet Entities or their Affiliates, and such Reuters Entities or their
Affiliates.

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         D. For the avoidance of doubt and in furtherance of the foregoing, the
following provisions shall be applicable to the fullest extent consistent with,
and permitted by, applicable Delaware law. Subject to the provisions of the next
paragraph below, if the Reuters Entities or any of their Affiliates acquire
knowledge of a potential transaction or matter that may be a corporate
opportunity for any of the Reuters Entities, any of their Affiliates, the
Instinet Entities or their Affiliates, neither the Reuters Entities nor any of
their Affiliates will be under an obligation to communicate or offer such
corporate opportunities to the Instinet Entities or their Affiliates and shall
not be deemed to have breached any fiduciary duty as a stockholder of the
Instinet Entities or their Affiliates solely because any of them pursues or
acquires the corporate opportunity for itself, directs the corporate opportunity
to another Person or does not communicate information regarding the corporate
opportunity to the Instinet Entities or their Affiliates.

         In the event that a director, officer or employee of the Instinet
Entities or their Affiliates who is also a director, officer or employee of any
of the Reuters Entities or their Affiliates is expressly offered in his or her
capacity as a director, officer or employee a potential transaction or matter
that may be a corporate opportunity for both the Instinet Entities or their
Affiliates and any of the Reuters Entities or their Affiliates, such director,
officer or employee of the Instinet Entities shall act in good faith in a manner
consistent with the following:

                  (1) a corporate opportunity offered to any person who is an
         officer or employee (whether or not a director) of any of the Instinet
         Entities or their Affiliates and who is also a director but not an
         officer or employee of any of the Reuters Entities or their Affiliates
         shall belong to the relevant Instinet Entity, unless such opportunity
         is expressly offered to such person in his or her capacity as a
         director of any of the Reuters Entities or their Affiliates, in which
         case such opportunity shall belong to the relevant Reuters Entity;

                  (2) a corporate opportunity offered to any person who is a
         director but not an officer or employee of any of the Instinet Entities
         or their Affiliates and who is also an officer or employee (whether or
         not a director) of any of the Reuters Entities or their Affiliates
         shall belong to the relevant Reuters Entity, unless such opportunity is
         expressly offered to such person in his or her capacity as a director
         of any of the Instinet Entities or their Affiliates, in which case such
         opportunity shall belong to the relevant Instinet Entity;

                  (3)  a corporate opportunity

                           (i) offered to any other person who is either (A) an
                  officer or employee of both any of the Instinet Entities or
                  their Affiliates and any of the Reuters Entities or their
                  Affiliates or (B) a director of both any of the Instinet
                  Entities or their Affiliates and any of the Reuters Entities
                  or their Affiliates (but not an officer or employee of any of
                  the Instinet Entities or their Affiliates or any of the
                  Reuters Entities or their Affiliates), and

                           (ii) that is expressly offered to such person (A) in
                  his or her capacity as an officer, employee or director of any
                  of the Instinet Entities or their Affiliates shall belong to
                  the relevant Instinet Entity; or (B) in his or her capacity as
                  an officer, employee or director of any of the Reuters
                  Entities or their Affiliates shall belong to the relevant
                  Reuters Entity;

otherwise, such corporate opportunity shall belong to the relevant Reuters
Entity.

         Any person acting in a manner consistent with the foregoing, then to
the fullest extent permitted by law, (i) shall be deemed to have fully satisfied
and fulfilled the fiduciary duty of such officer or director to the Corporation
or its stockholders with respect to such corporate opportunity, (ii) shall be
deemed not to have breached any fiduciary duty to the Instinet Entities or their
Affiliates or their stockholders solely by reason of the fact that any Reuters
Entity or any of its Affiliates pursues or acquires such corporate opportunity
for itself, directs the corporate opportunity to another Person, or does not
communicate information regarding the corporate opportunity to any of the
Instinet Entities or their Affiliates, (iii) shall be deemed to have acted in
good faith and in a manner such Person reasonably believes to be in or not
opposed to the best interests of any of the Instinet Entities or their
Affiliates and (iv) shall be deemed not to have

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breached his or her duty of loyalty to the Instinet Entities or their Affiliates
or their stockholders and not to have derived an improper benefit therefrom.

         E.       For the avoidance of doubt and in furtherance of the
         foregoing:

                  (1) nothing contained in this Article VI amends or modifies,
         or will amend or modify, in any respect any written contractual
         arrangement between the Reuters Entities or any of their Affiliates on
         the one hand and the Instinet Entities or any of their Affiliates on
         the other hand;

                  (2) for purposes of this Article VI, a director who is
         Chairman or chairman of a committee of the board is not deemed an
         officer of the Corporation by reason of holding that position unless
         that person is a full-time employee of the Corporation.

         F. Notwithstanding anything in this Certificate of Incorporation to the
contrary, (i) the provisions of this Article VI, shall expire as to the Reuters
Entities and their Affiliates and as to the Instinet Entities and their
Affiliates on the day that Reuters ceases to Beneficially Own shares of Common
Stock representing at least 20% of the voting power of the outstanding shares of
Common Stock and when no person who is a director or officer of the Corporation
is also a director or officer of Reuters or any of its Affiliates and (ii) in
addition to any vote of the stockholders required by this Certificate of
Incorporation, until the time that Reuters ceases to Beneficially Own shares of
Common Stock representing at least 20% of the voting power of the outstanding
shares of Common Stock, the affirmative vote of at least 80% of the voting power
of the outstanding shares of Common Stock shall be required to alter, amend or
repeal (by merger or otherwise) in a manner adverse to the interests of the
Reuters Entities, or adopt any provision adverse to the interests of the Reuters
Entities and inconsistent with, any provision of this Article VI.

                                   ARTICLE VII

         To the fullest extent permitted by the Delaware General Corporation Law
as the same exists or as may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director.

         The Corporation may indemnify to the fullest extent permitted by law
any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestator is or was a director, officer or employee of
the Corporation or serves or served at any other enterprise as a director,
officer or employee at the request of the Corporation or any predecessor to the
Corporation.

         Neither any amendment nor repeal of this Article VII, nor the adoption
of any provision of this Corporation's Certificate of Incorporation inconsistent
with this Article VII, shall eliminate or reduce the effect of this Article VII,
in respect of any matter occurring, or any action or proceeding accruing or
arising or that, but for this Article VII, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.

                                  ARTICLE VIII

         Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the laws of the State of Delaware)
outside of the State of Delaware at such place or places as may be designated
from time to time by the board of directors or in the Bylaws.

                                   ARTICLE IX

         Except as provided in Article V, VI and VII above, and notwithstanding
any other Article of this Certificate of Incorporation, the affirmative vote of
the holders of a majority of the voting power of all of the then-outstanding
shares of the capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by the laws of the
state of Delaware, and all rights conferred upon stockholders herein are granted
subject to this reservation.


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                                    ARTICLE X

         In accordance with Section 203(b)(1) of the DGCL relating to
application of Section 203, the Corporation shall not be governed by Section 203
of the DGCL.

                                   ARTICLE XI

         Notwithstanding any other provision of this Certificate of
Incorporation, this Certificate of Incorporation shall be construed and
interpreted in a manner consistent with the provisions of the Corporate
Agreement.





























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         IN WITNESS WHEREOF, Instinet Group Incorporated has caused this
Certificate of Incorporation to be executed by Mark Nienstedt, its Sole
Incorporator this 9th day of May, 2001.




                                Name: Mark Nienstedt
                                Title: Sole Incorporator

                                            By: /s/ Mark Nienstedt
                                                --------------------------
                                                    Mark Nienstedt














































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