EXHIBIT 2
to SCHEDULE 13D
GAP COINVESTMENT PARTNERS II, L.P.
3 Pickwick Plaza
Greenwich, CT 06830
December 22, 1999
POWER OF ATTORNEY
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The undersigned, GAP Coinvestment Partners II, L.P., a
Delaware limited partnership, with its principal office at 3 Pickwick Plaza,
Greenwich, Connecticut, United States of America (the "Partnership"), by its
Managing General Partner, Steven A. Denning, a U.S. citizen of full legal age,
domiciled at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and
appoints Thomas J. Murphy, a U.S. citizen, of full legal age, domiciled at 221
Old King's Highway North, Darien, CT 06820, its true and lawful attorney-in-fact
and agent, in any and all capacities, to execute and deliver any and all
documents and instruments and to make any governmental filings on behalf of the
Partnership as fully to all intents and purposes as a General Partner of the
Partnership might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact may lawfully do or cause to be done. This power of
attorney shall expire on December 31, 2000.
GAP COINVESTMENT PARTNERS II, L.P.
By /s/ Steven A. Denning
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Steven A. Denning
Managing General Partner
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 22nd day of December, 1999, before me personally came
Steven A. Denning, to me known, and known to me to be the individual described
in, and who executed the foregoing document, and he acknowledged to me that he
executed the same.
/s/ Sheila Hughes
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NOTARY PUBLIC
My commission expires August 31, 2001
