EXHIBIT 3
to SCHEDULE 13D
GAP COINVESTMENT PARTNERS II, L.P.
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
January 7, 2002
POWER OF ATTORNEY
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The undersigned, GAP Coinvestment Partners II, L.P., a
Delaware limited partnership, with its principal office at 0 Xxxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxxxxx, Xxxxxx Xxxxxx xx Xxxxxxx (the "Partnership"), by its
Managing General Partner, Xxxxxx X. Xxxxxxx, a U.S. citizen, of full legal age,
hereby constitutes and appoints Xxxxxx X. Xxxxxx, a U.S. citizen, of full legal
age, 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 January 1, 2003.
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Managing General Partner
STATE OF CONNECTICUT )
: ss.
COUNTY OF FAIRFIELD )
On the 7th day of January 2002, before me personally came
Xxxxxx X. Xxxxxxx, 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/ Xxxxxx Xxxxxxxxx
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Notary Public