EXHIBIT 3
To SCHEDULE 13D
GAP COINVESTMENT PARTNERS II, L.P.
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
January 4, 2004
POWER OF ATTORNEY
-----------------
The undersigned, GAP Coinvestment Partners II, L.P., a Delaware limited
partnership, with its principal office at ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ (the "Partnership"), by its Managing
General Partner, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a U.S. citizen, of full legal age, hereby
constitutes and appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, 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 4, 2005.
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Managing Member
STATE OF CONNECTICUT )
: ss.
COUNTY OF FAIRFIELD )
On the 4th day of January 2004, before me personally came ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Notary Public
