EXHIBIT 3
to SCHEDULE 13D
GAP COINVESTMENT PARTNERS, L.P.
3 Pickwick Plaza
Greenwich, CT 06830
December 22, 1999
POWER OF ATTORNEY
The undersigned, GAP Coinvestment Partners, L.P., a New York 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 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, 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
