<PAGE>   1

                                                                    Exhibit 10.6


                   INSTINET EARNINGS PARTICIPATION UNIT PLAN

                           Effective January 1, 1993

                           -------------------------

                                   SECTION I

                                    PURPOSE

     The purpose of the Instinet Earnings Participation Unit Plan is to enhance
and promote the growth and success of Reuters Holdings PLC ("Reuters") and the
Instinet operating units of Reuters by providing incentives to participating
employees of Instinet Corporation and certain affiliates, thereby benefiting the
shareholders of Reuters.


                                   SECTION II

                                  DEFINITIONS

     "Adjusted Earnings Participation Pool" means the Earnings Participation
Pool as specified in a Performance Award, adjusted as described below in the
event a Participant does not complete the Performance Period specified in the
Performance Award. Such adjustments shall be determined by the Committee by
eliminating the impact of years within the Performance Period in which the
Participant did not complete a Year of Service.

     "Award Agreement" means the written agreement evidencing each Performance
Award granted to a Participant under the Plan.
<PAGE>   2
     "Beneficiary" means the beneficiary or beneficiaries designated pursuant to
Section VI to receive any amount payable under the Plan upon the death of a
Participant.

     "Committee" means a committee consisting of the President of the Company,
the Executive Director of Reuters responsible for the Company, and the Finance
Director of Reuters, or their successors as determined by a majority of the
members of the Board of Directors of the Company who are not Participants at
the time of the action.

     "Company" means Instinet Corporation, a Delaware corporation, and its
successors and assigns.

     "Disability" means a Participant's inability as determined by the
Committee to perform his or her duties in a normal manner, whether by reason of
illness or injury (physical or mental), or otherwise, for (A) a continuous
period exceeding six (6) months or (B) any noncontinuous period exceeding six
(6) months in the aggregate during any twelve (12) month period excluding any
leaves of absence approved by the Committee.

     "Earnings" means an amount calculated after the end of each calendar year
by the Committee equal to the pre-interest and pre-tax operating contribution
of all Participating Companies prepared in accordance with the management
accounting practices of Reuters and adjusted, at the discretion of the
Committee, to account for capital used in the business of such Participating
Companies or other significant events pursuant to Section 4.2 of the Plan.
Provision for payments under the Plan shall be included in the calculation of
Earnings.


                                       2
<PAGE>   3
     "Earnings Participation Pool" means an amount specified in the Performance
Award.

     "Earnings Participation Units" means units awarded pursuant to a
Performance Award entitling a Participant to a fraction of the Earnings
Participation Pool. The numerator of such fraction shall be equal to the number
of Earnings Participation Units so awarded, and the denominator of such fraction
shall be 200,000 unless otherwise determined by the Committee.

     "Participant" means each employee of a Participating Company who is
designated by the Committee to receive a Performance Award.

     "Participant Account" shall be an appropriate record maintained by the
Company of the name of each Participant and the Earnings Participation Units
credited to each Participant pursuant to a Performance Award.

     "Participating Company" means the Company and any subsidiary or other
affiliate of the Company which the Committee has authorized to adopt the Plan
and which has adopted the Plan by action of its Board of Directors.

     "Performance Award" means a grant of Earnings Participation Units made for
a Performance Period under specified terms in accordance with the provisions of
the Plan.

     "Performance Objective" means, in relation to a Performance Period, the
following items used to determine the Earnings Participation Pool for such
Performance Period: (i) an annual "hurdle" growth rate or rates and (ii) the
percentage of

                                       3
<PAGE>   4
aggregate Earnings during such Performance Period in excess of aggregate
Earnings  that would have been earned had actual growth rates been equal to such
"hurdle" growth rates.


     "Performance Period" means a period consisting of four consecutive
calendar years or such other period as may be set forth in a Performance Award.

     "Plan" means this Instinet Earnings Participation Unit Plan.

     "Vesting Percentage" means in relation to any Performance Award a
Participant's entitlement to payment of such Award expressed as a percentage
determined (unless otherwise specified in the Plan) according to the following
table:

          Years of Service
          Within the
          Performance Period                 Vesting Percentage
          ------------------                 ------------------

          Less than four                             0
          Four or more                             100.

     "Years of Service" means those complete calendar years within each
Performance Period of continuous service as an active employee or on a leave of
absence approved by the Committee or an officer of a Participating Company;
provided, however, that if an individual completes fewer than six months of
continuous service during a calendar year such service shall be disregarded for
purposes of determining Years of Service, and if an individual completes six
months or more of continuous service during a calendar year and is employed on
the last day of such year he or she shall be given credit for a full year of
Service.

                                       4


<PAGE>   5
                                  SECTION III

               GRANT OF PERFORMANCE AWARDS AND AWARD AGREEMENTS

      3.1  Subject to the provisions of the Plan, the Committee shall
determine the number of Earnings Participation Units to be granted to any
Participant and determine the other terms and conditions of each Performance
Award, including, without limitation, any vesting provisions.

      3.2  Each Performance Award granted under the Plan shall be evidenced by a
written Award Agreement, in a form approved by the Committee. Such agreement
shall be subject to and incorporate the express terms and conditions, if any,
required under the Plan or as required by the Committee and such other terms and
conditions as the Committee may specify.

                                   SECTION IV
                               PERFORMANCE AWARDS

      4.1   The Committee shall determine the Performance Objectives for grants
of Performance Awards. The Committee many delegate part or all of such authority
to the President of the Company. Performance Periods may overlap and
Participants may participate simultaneously with respect to Performance Awards
for which different Performance Periods are prescribed.

      4.2   If during the course of a Performance Period there shall occur a
significant event as determined by the Committee, including but not limited to a
sale, merger, or reorganization of the Company, which the Committee determines
will have a substantial effect on a Performance Objective or a


                                       5
<PAGE>   6
Participant during such period, the Committee may revise such Objective, or
agree to an adjustment to reported operating contribution to determine Earnings,
in accordance with the purpose of the Plan.

                                   SECTION V

                   PAYMENT OF PERFORMANCE AWARDS AND DEFERRAL

     5.1  Subject to Sections 5.2, 5.3, and 5.4, the Earnings Participation
Units awarded pursuant to a Performance Award shall be valued and paid by the
Participating Company which employs or employed the Participant in a lump cash
sum as soon as practicable after the end of the Performance Period covered by
such Performance Award. If a Participant was employed by more than one
Participating Company during a Performance Period, each such Participating
Company shall be responsible for paying a percentage of the total payment equal
to the percentage of the Performance Period during which the Participant was
employed by it. The values of Performance Awards shall be calculated in U.S.
dollars, and Performance Awards shall be payable in the currency of the
Participating Company which pays the award.

     5.2  In the event a Participant ceases to be employed by any Participating
Company during a Performance Period by reason of death, Disability, or
retirement on or after age 60 or at an earlier age with consent of the
Committee, that Participant (or the Participant's Beneficiary) shall be entitled
only to payment in settlement of each Performance Award calculated and paid at
the end of the Performance Period in accordance with




                                       6


<PAGE>   7
Section 5.1, but based upon either the Adjusted Earnings Participation Pool or
the Earnings Participation Pool, whichever results in a lower payment. In the
event of a termination of service described in the preceding sentence, (i) a
Participant's Vesting Percentage shall be 100% regardless of the Participant's
number of Years of Service and (ii) the Committee may provide for an earlier
payment in settlement of such Performance Award in such amount and under such
terms and conditions as the Committee deems appropriate or desirable.

     5.3  In the event a Participant ceases to be employed by any Participating
Company during a Performance Period for any reason not specified in Section 5.2,
such Participant shall be entitled to a payment in settlement of each
Performance Award to be made at the end of the Performance Period and equal to
the product of the payment calculated pursuant to the first sentence of Section
5.2 and the Vesting Percentage. Any non-vested portion shall thereupon be
forfeited and canceled, and the Company shall have no obligation to make any
payment to the Participant or Beneficiary with respect to any such Performance
Award.

     5.4  Notwithstanding any other provision of the Plan, a Participant's
Vesting Percentage shall be zero if a Participant's employment is terminated by
a Participating Company by reason of the Participant's conviction of a felony or
a determination of the Board of Directors of the Participating Company that the
Participant has engaged in gross misconduct, including without limitation the
defrauding of a Participating


                                       7

<PAGE>   8
Company or Reuters, the misappropriation of the property of a Participating
Company or Reuters, the use of confidential information about a Participating
Company or Reuters for the benefit of another, or the intentional and material
damage of the property or business of a Participating Company or Reuters.

     5.5  A Participant may elect upon terms and conditions specified by the
Committee to defer receipt of part or all of the payment of a Performance
Award, in which event the Committee shall determine in advance a rate of return
to be credited to such deferred payment.

     5.6  Following payment of any Performance Award, the Performance Award
shall be canceled and the Company shall have no further obligation to the
Participant with respect to such Performance Award.

                                   SECTION VI
                            BENEFICIARY DESIGNATIONS

     6.1  Each Participant shall file with the Company a written designation of
one or more persons as the Beneficiary who shall be entitled to receive any
amounts payable under the Plan upon his or her death. A Participant may from
time to time revoke or change his or her Beneficiary designation without the
consent of any prior Beneficiary by filing a new designation with the Company.
The last such designation received by the Company shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall
be effective unless received

                                       8
<PAGE>   9
by the Company prior to the Participant's death, and in no event shall it be
effective as of a date prior to such receipt.

     6.2 If no such Beneficiary designation is in effect at the time of a
Participant's death, or if no designated Beneficiary survives the Participant
or if such designation conflicts with law, the Participant's estate shall be
entitled to receive the amounts, if any, payable under the Plan upon his or her
death. If the Company is in doubt as to the right of any person to receive such
amounts, the Company or a Participating Company may retain such amounts,
without liability for any interest thereon, until the Company or a
Participating Company determines the rights thereto, or the Company or a
Participating Company may pay such amounts into any court of appropriate
jurisdiction and such payment shall be a complete discharge of the liability of
the Company and each Participating Company therefor.

                                  SECTION VII

                           ADMINISTRATION OF THE PLAN

     7.1 Except as set forth in Section 4.1, the Plan shall be administered by
the Committee.

     7.2 All decisions, determinations or actions of the Committee made or
taken pursuant to grants of authority under the Plan shall be made or taken in
the sole discretion of the Committee and shall be final, conclusive and binding
on all persons for all purposes.

                                       9
<PAGE>   10
     7.3  The Committee shall have full power, discretion and authority to
interpret, construe and administer the Plan and any part thereof, and its
interpretations and constructions thereof and actions taken thereunder shall
be, except as otherwise determined by a majority of those members of the Board
of Directors of the Company who are not Participants at the time of the action,
final, conclusive and binding on all persons for all purposes. The Committee
may agree upon policy guidelines to assist it in making determinations under
the Plan, but such guidelines shall not be binding on the Committee.

     7.4  The Committee's decisions and determinations under the Plan need not
be uniform and may be made selectively among Participants, whether or not such
Participants are similarly situated, and whether or not such decisions and
determinations are consistent with any policy guidelines of the Committee.

     7.5  The act of a majority of the members present at a meeting duly called
and held shall be the act of the Committee. Any decision or determination
reduced to writing and signed by all members of the Committee shall be fully as
effective as if made by unanimous vote at a meeting duly called and held. No
member of the Committee may act in his or her own interest under the Plan in
any manner not affecting the interests of all Participants generally.

     7.6  Notwithstanding anything else herein to the contrary, the Committee
shall not be required to direct any


                                       10
<PAGE>   11
Participating Company to issue any Performance Award under this Plan.

                                  SECTION VIII

                      AMENDMENT OR TERMINATION OF THE PLAN

     8.1  Although it is the present intention of the Company and each
Participating Company to maintain this Plan to reward Participants for
contributing to the Participating Company's growth and success, each
Participating Company (except the Company) may withdraw from the Plan at any
time by action of its Board of Directors, in which event the effect of such
action shall be as specified by such Board of Directors. The Company by
action of its Board of Directors or a duly appointed committee thereof may
supplement, modify, amend, or terminate the Plan at any time without the
consent of any Participant. Each Participating Company shall be bound by any
such action of the Company.

     8.2  Notwithstanding the provisions of Section 8.1 but subject to Section
5.4, no withdrawal from, supplementation, modification, amendment, or
termination of the Plan by any Participating Company shall diminish the right
of any Participant to be paid for his or her Earnings Participation Units, to
the extent vested under the Plan at the time of the action by such
Participating Company, calculated on the basis of that portion of the
Performance Period completed before such action.


                                       11
<PAGE>   12
                                   SECTION IX

                                  WITHHOLDING

          9.1  In the event any Participating Company is required to withhold
income tax on the amount distributed to any Participant pursuant to the terms of
the Plan, the Participating Company in its discretion shall determine the method
and amount of withholding.

                                   SECTION X

                                 MISCELLANEOUS

          10.1 Nothing contained in this Plan shall be construed to:

               (a)  give any officers or employees of any Participating Company
          any right to be awarded Earning Participation Units other than as set
          forth herein;

               (b)  confer upon any employee any right to continue in the employ
          of any Participating Company or limit in any way the right of any
          Participating Company to terminate a Participant's employment with the
          Participating Company at any time; or

               (c)  be evidence of any agreement or understanding, express or
          implied, that any Participating Company will employ a Participant in
          any particular position or at any particular rate of compensation.

          10.2 No Performance Award payable under the Plan shall be deemed
salary or compensation for the purpose of


                                       12
<PAGE>   13
computing benefits under any employee benefit plan or other arrangement of any
Participating Company for the benefit of its employees unless the Participating
Company shall determine otherwise.

     10.3  No right or benefit under this Plan shall be subject to voluntary or
involuntary anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber
or charge the same shall be void. No right or benefit hereunder shall in any
manner be liable for or subject to the debts, contracts, liabilities or torts of
the person entitled to such benefit.

     10.4  The invalidity or unenforceability of any provision of this Plan
shall not affect the validity or enforceability of any other provision of this
Plan, which shall remain in full force and effect.

     10.5  To the extent that any Participant acquires a right to receive
payments from a Participating Company under this Plan, such right shall be no
greater than the right of an unsecured general creditor of the Participating
Company. All payments provided for under the Plan shall be paid from the general
funds of the Participating Company; provided, however, that such payments shall
be reduced by the amount of any payments made to the Participant or his or her
dependents, beneficiaries or estate from a trust or special or separate fund, if
any, established by the Participating Company to assure such payments. The
Participating Company shall not be required to establish a special or separate
fund or other segregation of assets to assure



                                       13



<PAGE>   14
such payments, and, if the Participating Company shall make any investments to
aid it in meeting its obligations hereunder, the Participant shall have no
right, title, or interest whatsoever in or to any such investments. Nothing
contained in this Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind between a Participating
Company and any Participant.

     10.6  Absence on leave approved by the Committee or a duly constituted
officer of a Participating Company shall not be considered interruption or
termination of employment for any purposes of the Plan; provided, however, that
no Performance Award may be granted to an employee while he or she is absent on
leave.

     10.7  If the Committee shall find that any person to whom any amount is
payable under the Plan is unable to care for his or her affairs because of
illness or accident, or is a minor, then any payment due him or her (unless a
prior claim therefor has been made by a duly appointed legal representative)
may, if the Committee so directs the Participating Company, be paid to his or
her spouse, a child, a relative, an institution maintaining or having custody of
such person, or any other person deemed by the Committee to be a proper
recipient on behalf of such person. Any right of a Participant to a payment from
a Participating Company under the terms of the Plan by virtue of participation
in this Plan shall (a) be no greater than the right of any unsecured general
creditor of the Participating Company,


                                       14


<PAGE>   15
and (b) shall not vest until such payments become due as provided herein.

     10.8  All elections, designations, requests, notices, instructions and
other communications from a Participant, Beneficiary or other person to the
Committee, required or permitted under the Plan, shall be in such form as is
prescribed from time to time by the Committee and shall be mailed by
first-class mail or delivered to such location as shall be specified by the
Committee.

     10.9  Captions preceding the sections hereof are inserted solely as a
matter of convenience and in no way define or limit the scope or intent of any
provision hereof.

     10.10 The Plan shall be governed by and construed in accordance with the
laws of the State of New York (without reference to the principles of conflict
or choice of laws thereof).

     IN WITNESS WHEREOF, this Plan has been approved by the Board of Directors
of Instinet Corporation and executed the first day of September, 1993,
effective as of January 1, 1993.

                                        INSTINET CORPORATION




                                        By:  /s/ Charles R. Hood
                                           -------------------------------------
                                        Title: Senior Vice President,
                                               General Counsel and
                                               Secretary

                                       15
<PAGE>   16
                   INSTINET EARNINGS PARTICIPATION UNIT PLAN

                               PERFORMANCE AWARD

     NOTICE, effective this thirtieth day of January, 1998, by Instinet
Corporation, a Delaware corporation, with principal offices at 875 Third Avenue,
New York, New York 10022 (hereinafter called the "Company"), to
(hereinafter called the "Participant").

     WHEREAS, the Company desires to provide an incentive for the Participant to
contribute to the growth and success of Reuters Holdings PLC and the Company by
granting to the Participant Earnings Participation Units pursuant and subject to
the Instinet Earnings Participation Unit Plan (the "Plan").

     NOW, THEREFORE, the Company hereby grants to the Participant a Performance
Award under the Plan, as described below:

1.   PERFORMANCE PERIOD. The Performance Period shall be the four-year period
     commencing on January 1, 1998 and ending on December 31, 2001.

2.   EARNINGS PARTICIPATION UNITS. This Performance Award consists of
     Earnings Participation Units.

3.   EARNINGS PARTICIPATION POOL. The Earnings Participation Pool shall be
     based on the following schedule:

<TABLE>
<CAPTION>
   COMPOUND GROWTH RATE                    UNIT VALUE
(OVER THE FOUR YR. PERIOD)              (AFTER FOUR YRS.)
--------------------------              -----------------
<S>                                     <C>
 9.99% ...............................  $  0.00
10.00% ...............................    50.00
15.00% ...............................   100.00
20.00% ...............................   150.00
25.00% ...............................   200.00
30.00% ...............................   250.00
35.00% ...............................   300.00
40.00% ...............................   350.00
</TABLE>

<PAGE>   17
     Each Earnings Participation Unit shall be subject to the terms, conditions,
and restrictions set forth in the Plan, including any supplements, modifications
or amendments adopted to the plan subsequent to the date of grant. The Plan is
hereby incorporated by reference. Execution of this Notice by the Participant
acknowledges receipt by the Participant of a copy of the Plan.



                              INSTINET CORPORATION

<PAGE>   18
                           INSTINET 1999 EQUITY SUPER
                           PLAN SUMMARY AND AMENDMENT

PURPOSE

Instinet's Equity SUPER Plan (formerly the Earnings Participation Unit Plan)
(the "Plan") was established effective 1 January 1993 with the following
objectives:

-    To provide a long term compensation opportunity to employees of Instinet
     based on the success of Instinet as a distinct operating unit of Reuters
     Group.

-    To motivate employees of Instinet to perform in ways that are beneficial
     to the Company and shareholders of Reuters Group.

-    To provide compensation opportunities that are competitive with the
     external market, allowing Instinet to attract and retain high caliber
     staff.

ELIGIBILITY

All regular full-time employees are eligible to participate in this Plan (i.e.,
part-time and/or hourly paid employees are not eligible) provided they have
achieved one year of service as of the beginning of the performance period. (On
the exception basis, the length of service requirement may be waived in order
to attract senior executives into the company. Prior approval is required from
Instinet's President and CEO for this to occur.) This broad participation is
designed to promote a sense of ownership and teamwork throughout the
organization.

1999 PLAN TERM

For purposes of plan administration (i.e., vesting schedules, etc.) the
Performance Period under this Plan shall commence on January 1, 1999 and end on
December 31, 2001.

1999 PLAN DESCRIPTION

The Plan provides for cash awards based on the number of units held by
participants and value of each unit as based on the aggregate operating profit
(or Contribution) of Instinet in 1999 and 2000 (see "Valuation of Units"
below). Any applicable Plan pay-out will occur after the end of the full Plan
term (i.e. after the end of 2001).

GRANTING OF UNITS

For Vice President and below, unit grants are determined based on each
participant's organizational level and/or function within the Company. Unit
grants for Senior Vice
<PAGE>   19
Presidents and above are determined based on a combination of factors including
organizational level, performance, experience and other individual
considerations.

VALUATION OF UNITS

The valuation of units under the 1999 Equity SUPER Plan shall be based on the
following schedule:

<TABLE>
<CAPTION>
CUMULATIVE TWO-YEAR
  CONTRIBUTION(1)      SUPER UNIT
    (MILLIONS)          VALUE(2)
-------------------    ----------
<S>                       <C>

less than $390            $  0.0
     $390                 $ 40.0
     $420                 $ 50.0
     $450                 $ 60.0
     $480                 $ 70.0
     $510                 $ 80.0
     $540                 $ 90.0
     $570                 $100.0
$600 or higher            $110.0
--------------            ------
</TABLE>

(1) Fixed Income is excluded from the calculation of contribution.

(2) Based on actual contribution between achievement points above, the unit
    value will be adjusted accordingly.


PAYMENT TERMS

-  Plan payments will occur, if appropriate, in the February following the close
   of the Performance Period and are subject to applicable payroll deductions.

-  To receive a plan payment, the plan participant must be an active employee on
   the last day of the Performance Period. In the event an employee voluntarily
   resigns or is terminated for cause prior to the last day of the Performance
   Period, he/she shall forfeit any award under this plan.

-  In the event of termination with severance or due to death, disability or
   retirement, the participant (or the participant's beneficiary) should
   consult the EPU Plan Document.

PLAN ADMINISTRATION

-  Each Earnings Participation Unit is subject to the terms, conditions, and
   restrictions set forth in the Plan Document, including any supplements,
   modifications or
<PAGE>   20
     amendments adopted to the Plan subsequent to the date of grant. The Plan
     Document is hereby incorporated by reference.

-    The Company retains the authority to interpret the Plan, approve unit
     awards, and modify or discontinue the Plan at any time.

-    The structure of this Plan does not establish a pattern for future bonus
     arrangements.

-    There are no costs to the employee with regard to participation in this
     Plan.

-    The Company is not required to allocate all the units that have been
     approved for the Plan Year.

-    The Company reserves the right to change the responsibilities of any plan
     participant at any time during the term of the plan. The Company may also
     terminate the employment relationship with a plan participant upon either
     written or oral notice at any time during the plan in accordance with
     Company policies.

ACCOUNTING TREATMENT
--------------------

The plan is self-funding, in that, on a monthly basis, the Company records a
liability for the estimated, interim cost of the Plan as a charge to earnings.
The full cost of any Performance Period, therefore, will be charged to earnings
before any pay outs are distributed.

OTHER
-----

For additional information regarding the plan and its provisions, please refer
to the plan document, which is available upon request from the Instinet Human
Resources Department in New York.




<PAGE>   21
                              INSTINET CORPORATION

                  1999 SUPER (EPU) PLAN FOR FIXED INCOME GROUP

                                 March 21, 2000



OBJECTIVES

Overall Objective: To lay the foundation of a business of enduring value.

     *    Encourage a high-quality and effective launch of the Fixed Income
          (FI) product in line with project plan timeframe.

     *    Motivate FI management to select business development strategies that
          support Instinet.

     *    Reward significant revenue positioning and market share achievement
          while minimizing the risk of over-paying due to inaccurate revenue
          forecasts.

     *    Encourage an internal control and compliance mindset.

     *    Encourage responsible investment and operational spending, including
          consideration of appropriate acquisition opportunities.

     *    Clarify expectations of how to build the business the right way.


SUPER PLAN DESIGN

     *    Each FI employee receives a 1999 grant of SUPER units.

          -    Unit has a target value of $100

          -    The actual unit value may range from $0 to $250

          -    Each employee's grant is based on competitive practice for the
               position and other relevant factors.

     *    The 1999 SUPER Program for Fixed Income has a three-year performance
          period beginning 1/1/99 and ending 12/31/01.

     *    Upon completion of the plan's performance period, Instinet's
          Renumeration Committee will assess the degree of achievement against
          performance goals.


                                        Instinet Corporation - A Reuters Company
<PAGE>   22
Actual Plan Measures:

The plan payout will be calculated in three separate portions:

     1. $50.00 is payable in full if the Fixed Income business is "live" at 31
        Dec 01; $0 payable if it is not.

     2. $100.00 is payable proportionately, based on "active trading" on the
        F.I. electronic platform by some or all of the "Key Clients" (listed on
        the attached exhibit) in the 4th quarter of 2001. "Active trading" is
        defined as 300 or more electronic trades executed during the October -
        December 2001 period. If 60% of the Key Clients were actively trading,
        60% of the $100.00 would be payable. If two Key Clients merged, the
        merged entity would count as two. If a Key Client otherwise ceased to
        exist, we would reduce the count of Key Clients.

     3. $100.00 is payable based on the total operating contribution of the
        Fixed Income business during the two-year period 2000 - 2001. At the
        targeted two year loss of $41.0 million, 50% of the $100.00 ($50.00) is
        payable. For each $1.0 million improvement, a further $2.50 is payable
        (up to the maximum $100.00 for this portion). For every $1.0 million
        unfavorable variance, $2.50 is deducted (to a minimum of $0 for this
        portion).

     -    The actual unit awards will vest at the end of 2001 and be payable in
          early 2002.

     -    Plan administration is subject to the terms, conditions and
          restrictions set forth in the Instinet Earnings Participation Unit
          Plan Document, including any supplements or amendments. The Plan
          Document is hereby incorporated by reference.



                    Instinet Corporation - A Reuters Company