<PAGE>

                                                                   EXHIBIT 10.22
================================================================================


                             AMENDED AND RESTATED
                         REGISTRATION RIGHTS AGREEMENT

                                     among

                             PRIME RESPONSE, INC.

                                      and

                        THE OTHER PARTIES NAMED HEREIN


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

                         Dated as of December 6, 1999

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



================================================================================
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                    Page No.
                                                                                    --------
<S>         <C>                                                                          <C>
1.  Definitions..........................................................................  1

2.  General; Securities Subject to this Agreement........................................  5
    (a)      Grant of Rights.............................................................  5
    (b)      Registrable Securities......................................................  5
    (c)      Holders of Registrable Securities...........................................  6

3.  Demand Registration..................................................................  6
    (a)      Request for Demand Registration.............................................  6
    (b)      Incidental or "Piggy-Back" Rights with Respect to a Demand Registration.....  6
    (c)      Effective Demand Registration..............................................   7
    (d)      Expenses...................................................................   7
    (e)      Underwriting Procedures....................................................   7
    (f)      Selection of Underwriters..................................................   8

4.  Incidental or "Piggy-Back" Registration.............................................   8
    (a)      Request for Incidental Registration........................................   8
    (b)      Expenses...................................................................   9

5.  Form S-3 Registration...............................................................   9
    (a)      Request for a Form S-3 Registration........................................   9
    (b)      Form S-3 Underwriting Procedures...........................................   9
    (c)      Limitations on Form S-3 Registrations......................................  10
    (d)      Expenses...................................................................  10
    (e)      No Demand Registration.....................................................  10

6.  Holdback Agreements.................................................................  11
    (a)      Restrictions on Public Sale by Designated Holders..........................  11
    (b)      Restrictions on Public Sale by the Company.................................  11

7.  Registration Procedures.............................................................  11
    (a)      Obligations of the Company.................................................  11
    (b)      Seller Information.........................................................  14
    (c)      Notice to Discontinue......................................................  14
    (d)      Registration Expenses......................................................  14

8.  Indemnification; Contribution.......................................................  15
    (a)      Indemnification by the Company.............................................  15
    (b)      Indemnification by Designated Holders......................................  15
    (c)      Conduct of Indemnification Proceedings.....................................  16
    (d)      Contribution...............................................................  16
</TABLE>

                                      -i-
<PAGE>

<TABLE>

<S>      <C>                                                                              <C>
9.  Rule 144............................................................................  17

10. Miscellaneous.......................................................................  17
    (a)      Recapitalizations, Exchanges, etc..........................................  17
    (b)      No Inconsistent Agreements.................................................  17
    (c)      Remedies...................................................................  18
    (d)      Amendments and Waivers.....................................................  18
    (e)      Notices....................................................................  18
    (f)      Successors and Assigns; Third Party Beneficiaries..........................  19
    (g)      Counterparts...............................................................  20
    (h)      Headings...................................................................  20
    (i)      GOVERNING LAW..............................................................  20
    (j)      Severability...............................................................  20
    (k)      Entire Agreement...........................................................  20
    (l)      Further Assurances.........................................................  20

</TABLE>

                                      -ii-
<PAGE>

                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

          AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of
December 6, 1999 (this "Agreement"), among Prime Response, Inc. (previously
named "Prime Response Group, Inc."), a Delaware corporation (the "Company"),
General Atlantic Partners 42, L.P., a Delaware limited partnership ("GAP LP"),
GAP Coinvestment Partners, L.P., a New York limited partnership ("GAP
Coinvestment"), General Atlantic Partners 48, L.P., a Delaware limited
partnership ("GAP 48"), General Atlantic Partners 52, L.P., a Delaware limited
partnership ("GAP 52"), GAP Coinvestment Partners II, L.P., a Delaware limited
partnership ("GAP Coinvestment II"), General Atlantic Partners 57, L.P., a
Delaware limited partnership ("GAP 57"), Andersen Consulting LLP, an Illinois
limited liability partnership ("Andersen"), AC Ventures B.V., a Netherlands
limited liability corporation ("AC Ventures"), KITE LIMITED ("KITE") and James
Carling ("Carling").

          WHEREAS, the parties hereto (other than Andersen) are parties to a
Registration Rights Agreement dated as of October 24, 1997, as amended as of
September 21, 1998, February 28, 1999 and July 15, 1999 (as amended, the
"Original Agreement"); and

          WHEREAS, GAP 57 is a Permitted Transferee (as defined in the
Stockholders Agreement) of one or more General Atlantic Stockholders and KITE is
a Permitted Transferee of Nevin Prakash and, accordingly, are parties to the
Original Agreement; and

          WHEREAS, the parties hereto desire to grant Andersen certain
registration rights with respect to securities of the Company as set forth in
this Agreement and to otherwise restate the provisions of the Original
Agreement;

          NOW, THEREFORE, the parties hereto agree as follows:

          1.   Definitions.  As used in this Agreement the following terms have
               -----------
the meanings indicated:

          "Affiliate" shall mean any Person who is an "affiliate" as defined in
           ---------
Rule 12b-2 of the General Rules and Regulations under the Exchange Act. The
following shall be deemed to be Affiliates of GAP LP: (a) GAP LLC, the members
of GAP LLC and the limited partners of GAP LP, GAP 48, GAP 52 or GAP 57; (b) any
Affiliate of GAP LLC, the members of GAP LLC and the limited partners of GAP LP,
GAP 48, GAP 52 or GAP 57; and (c) any limited liability company or partnership a
majority of whose members or partners, as the case may be, are members of GAP
LLC. GAP LP, GAP 48, GAP 52, GAP 57, GAP Coinvestment and GAP Coinvestment II
shall be deemed to be Affiliates of one another.

          "Andersen Stockholders" means Andersen Consulting LLP, an Illinois
           ---------------------
limited liability partnership, AC Ventures B.V., a Netherlands limited liability
corporation, and all Affiliates of the foregoing.

          "Andersen Warrants" means (i) that certain warrant to purchase Common
           -----------------
Stock dated as of December 6, 1999, issued by the Company pursuant to that
certain Common Stock and Warrant Purchase Agreement, of the same date, among the
Company, Andersen and AC
<PAGE>

Ventures, and (ii) those certain warrants to purchase Common Stock, dated as of
December 6, 1999, issued by the Company pursuant to that certain Warrant
Purchase Agreement, of the same date, between the Company and Andersen.

          "Approved Underwriter" has the meaning set forth in Section 3(f) of
           --------------------
this Agreement.

          "Business Day" means any day other than a Saturday, Sunday or other
           ------------
day on which commercial banks in the State of New York are authorized or
required by law or executive order to close.

          "Carling" has the meaning set forth in the recitals to this Agreement.
           -------

          "Closing Price" means, with respect to the Registrable Securities, as
           -------------
of the date of determination, (a) the closing price per share of a Registrable
Security on such date published in the Wall Street Journal or, if no such
closing price on such date is published in the Wall Street Journal, the average
of the closing bid and asked prices on such date, as officially reported on the
principal national securities exchange (including, without limitation, The
Nasdaq Stock Market, Inc.) on which the Registrable Securities are then listed
or admitted to trading; or (b) if the Registrable Securities are not then listed
or admitted to trading on any national securities exchange but are designated as
national market system securities by the NASD, the last trading price per share
of a Registrable Security on such date; or (c) if there shall have been no
trading on such date or if the Registrable Securities are not so designated, the
average of the reported closing bid and asked prices of the Registrable
Securities on such date as shown by The Nasdaq Stock Market, Inc. (or its
successor) and reported by any member firm of the New York Stock Exchange, Inc.
selected by the Company; or (d) if none of (a), (b) or (c) is applicable, a
market price per share reasonably determined in good faith by the Company's
Board of Directors or, if such determination is not reasonably satisfactory to
the Designated Holder for whom such determination is being made, by a nationally
recognized investment banking firm selected by the Company and such Designated
Holder, the expenses for which shall be borne equally by the Company and such
Designated Holder.

          "Common Stock" means the Common Stock, par value $.01 per share, of
           ------------
the Company or any other equity securities of the Company into which such
securities are converted, reclassified, reconstituted or exchanged or any other
common stock of the Company.

          "Company" has the meaning set forth in the recitals to this Agreement.
           -------

          "Company Underwriter" has the meaning set forth in Section 4(a) of
           -------------------
this Agreement.

          "Demand Registration" has the meaning set forth in Section 3(a) of
           -------------------
this Agreement.

          "Designated Holder" means (i) each of the Major Stockholders, the
           -----------------
General Atlantic Stockholders and any transferee of any of them to whom
Registrable Securities have been transferred in accordance with the provisions
of the Stockholders Agreement and Section 10(f) of this Agreement, other than a
transferee to whom Registrable Securities have been
<PAGE>

transferred pursuant to a Registration Statement under the Securities Act or
Rule 144 or Regulation S under the Securities Act, and (ii) Andersen, AC
Ventures and any transferee of Andersen or AC Ventures to whom Registrable
Securities have been transferred in accordance with the provisions of Section
10(f) of this Agreement, other than a transferee to whom Registrable Securities
have been transferred pursuant to a Registration Statement under the Securities
Act or Rule 144 or Regulation S under the Securities Act.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
           ------------
and the rules and regulations promulgated thereunder.

          "GAP 48" has the meaning set forth in the recitals to this Agreement.
           ------

          "GAP 52" has the meaning set forth in the recitals to this Agreement.
           ------

          "GAP 57" has the meaning set forth in the recitals to this Agreement.
           ------

          "GAP Coinvestment" has the meaning set forth in the recitals to this
           ----------------
Agreement.

          "GAP Coinvestment II" has the meaning set forth in the recitals to
           -------------------
this Agreement.

          "GAP LP Warrant" has the meaning set forth in the Stock and Warrant
           --------------
Purchase Agreement, dated February 28, 1999, among the Company, GAP 52 and GAP
Coinvestment II.

          "GAPCO Warrant" has the meaning set forth in the Stock and Warrant
           -------------
Purchase Agreement, dated February 28, 1999, among the Company, GAP 52 and GAP
Coinvestment II.

          "GAP LLC" means General Atlantic Partners, LLC, a Delaware limited
           -------
liability company and the general partner of GAP LP, and any successor to such
entity.

          "GAP LP" has the meaning set forth in the recitals to this Agreement.
           ------

          "General Atlantic Stockholders" means GAP LP, GAP 48, GAP 52, GAP 57,
           -----------------------------
GAP Coinvestment, GAP Coinvestment II and any Permitted Transferee (as defined
in the Stockholders Agreement) of any of them to which Registrable Securities
are transferred in accordance with Section 2.2 of the Stockholders Agreement.

          "Holders' Counsel" has the meaning set forth in Section 7(a)(i) of
           ----------------
this Agreement.

          "Incidental Registration" has the meaning set forth in Section 4(a) of
           -----------------------
this Agreement.

          "Indemnified Party" has the meaning set forth in Section 8(c) of this
           -----------------
Agreement.

          "Indemnifying Party" has the meaning set forth in Section 8(c) of this
           ------------------
Agreement.

          "Initial Public Offering" means an underwritten initial public
           -----------------------
offering pursuant to an effective Registration Statement filed under the
Securities Act.
<PAGE>

          "Initiating Holders" has the meaning set forth in Section 3(a) of this
           ------------------
Agreement.

          "Inspector" has the meaning set forth in Section 7(a)(vii) of this
           ---------
Agreement.

          "IPO Effectiveness Date" means the date upon which the Company
           ----------------------
commences its Initial Public Offering.

          "KITE" has the meaning set forth in the recitals to this Agreement.
           ----

          "Major Stockholders" means KITE, Carling and any Permitted Transferee
           ------------------
of any of them to which Registrable Securities are transferred in accordance
with Section 2.2 of the Stockholders Agreement.

          "Market Price" means, on any date of determination, the average of the
           ------------
daily Closing Price of the Registrable Securities for the immediately preceding
thirty (30) days on which the national securities exchanges are open for
trading.

          "NASD" has the meaning set forth in Section 7(a)(xiii) of this
           ----
Agreement.

          "Person" means any individual, firm, corporation, partnership, limited
           ------
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, limited liability company, government (or an
agency or political subdivision thereof) or other entity of any kind, and shall
include any successor (by merger or otherwise) of such entity.

          "Preferred Stock" means (a) the Series A Convertible Participating
           ---------------
Preferred Stock, par value $.01 per share, of the Company, (b) the Series B
Convertible Participating Preferred Stock, par value $.01 per share, of the
Company, (c) the Series C Convertible Participating Preferred Stock, par value
$0.1 per share, of the Company, and (d) any other series of preferred stock of
the Company issued to GAP LP, GAP 48, GAP 52, GAP 57, GAP Coinvestment, GAP
Coinvestment II or any other Affiliate of GAP LLC.

          "Records" has the meaning set forth in Section 7(a)(vii) of this
           -------
Agreement.

          "Registrable Securities" means each of the following: (a) any and all
           ----------------------
shares of Common Stock owned by the Designated Holders or issued or issuable
upon conversion of shares of Preferred Stock or exercise of the Warrants or any
other warrants, including, without limitation, any shares of Common Stock issued
or issuable upon conversion of any shares of preferred stock or exercise of any
warrants owned by any of the Designated Holders on the date hereof or acquired
by any of the Designated Holders after the date hereof, (b) any other shares of
Common Stock acquired or owned by any of the Designated Holders prior to the IPO
Effectiveness Date, or acquired or owned by any of the Designated Holders after
the IPO Effectiveness Date if such Designated Holder is an Affiliate of the
Company and (c) any shares of Common Stock or voting common stock issued or
issuable to any of the Designated Holders with respect to the Registrable
Securities, shares of Preferred Stock, preferred stock, the Warrants or other
warrants by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise and any shares of Common Stock or voting common
stock issuable upon conversion, exercise or exchange thereof; provided, however,
that any shares of Common Stock owned by
<PAGE>

KITE that are subject to the Option Agreement, dated October 23, 1997, between
the Company and KITE shall not be Registrable Securities.

          "Registration Expenses" has the meaning set forth in Section 7(d) of
           ---------------------
this Agreement.

          "Registration Statement" means a Registration Statement filed pursuant
           ----------------------
to the Securities Act.

          "S-3 Initiating Holders" has the meaning set forth in Section 5(a) of
           ----------------------
this Agreement.

          "S-3 Registration" has the meaning set forth in Section 5(a) of this
           ----------------
Agreement.

          "SEC" means the Securities and Exchange Commission or any similar
           ---
agency then having jurisdiction to enforce the Securities Act.

          "Securities Act" means the Securities Act of 1933, as amended, and the
           --------------
rules and regulations promulgated thereunder.

          "Stockholders Agreement" means the Stockholders Agreement, dated as of
           ----------------------
October 24, 1997, among the Company, GAP LP, GAP Coinvestment, Carling and KITE
(as successor-in-interest to Prakash), as amended by Amendment No. 1 thereto,
dated as of September 21, 1998, among the Company, GAP LP, GAP 48, GAP
Coinvestment, Carling, KITE, Richard S. Braddock ("Braddock") and Allen Swann
("Swann"), as amended by Amendment No. 2 thereto, dated as of March 3, 1999,
among the Company, GAP LP, GAP 48, GAP 52, GAP Coinvestment, GAP Coinvestment
II, Carling, Prakash, Braddock and Swann, and as amended by Amendment No. 3
thereto, dated as of July 15, 1999, among the Company, GAP LP, GAP 48, GAP 52,
GAP Coinvestment, GAP Coinvestment II, Carling, Prakash, Braddock and Swann.

          "Stock Purchase Agreement" means the Stock Purchase Agreement dated as
           ------------------------
of October 1, 1997 among the Company, GAP LP and GAP Coinvestment, as amended.

          "Warrants" means the GAP LP Warrant, the GAPCO Warrant and the
           --------
Andersen Warrants.

          2. General; Securities Subject to this Agreement.
             ---------------------------------------------

     (a) Grant of Rights. The Company hereby grants registration rights to the
         ---------------
Major Stockholders, the General Atlantic Stockholders and the Andersen
Stockholders upon the terms and conditions set forth in this Agreement.

     (b) Registrable Securities. For the purposes of this Agreement, Registrable
         ----------------------
Securities will cease to be Registrable Securities when (i) a Registration
Statement covering such Registrable Securities has been declared effective under
the Securities Act by the SEC and such Registrable Securities have been disposed
of pursuant to such effective Registration Statement, (ii) the entire amount of
Registrable Securities proposed to be sold in a
<PAGE>

single sale, in the opinion of counsel satisfactory to the Company and the
Designated Holder, each in their reasonable judgment, may be distributed to the
public without any limitation as to volume pursuant to Rule 144 (or any
successor provision then in effect) under the Securities Act or (iii) the
Registrable Securities are proposed to be sold or distributed by a Person not
entitled to the registration rights granted by this Agreement.

     (c) Holders of Registrable Securities. A Person is deemed to be a holder of
         ---------------------------------
Registrable Securities whenever such Person owns of record Registrable
Securities, or holds an option to purchase, or a security convertible into or
exercisable or exchangeable for, Registrable Securities whether or not such
acquisition or conversion has actually been effected. If the Company receives
conflicting instructions, notices or elections from two or more Persons with
respect to the same Registrable Securities, the Company may act upon the basis
of the instructions, notice or election received from the registered owner of
such Registrable Securities. Registrable Securities issuable upon exercise of an
option or upon conversion of another security shall be deemed outstanding for
the purposes of this Agreement.

          3.   Demand Registration.
               -------------------

     (a) Request for Demand Registration. At any time after the IPO
         -------------------------------
Effectiveness Date and prior to the time the Company is eligible to file a
Registration Statement on Form S-3 or any successor thereto, each of (i) one or
more of the General Atlantic Stockholders as a group, acting through GAP LLC or
its written designee, and (ii) one or more of the Major Stockholders (the
"Initiating Holders") may make a written request to the Company to register,
under the Securities Act (other than pursuant to a Registration Statement on
Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number
of Registrable Securities stated in such request; provided, however, that the
Company shall not be obligated to effect more than one Demand Registration for
the General Atlantic Stockholders and one Demand Registration for the Major
Stockholders pursuant to this Section 3. For purposes of the preceding sentence,
two or more Registration Statements filed in response to one demand shall be
counted as one Registration Statement. If at the time of any request to register
Registrable Securities pursuant to this Section 3(a), the Company is engaged in,
or has fixed plans to engage in within sixty (60) days of the time of such
request, a registered public offering or is engaged in any other activity which,
in the good faith determination of the Board of Directors of the Company, would
be adversely affected by the requested registration to the material detriment of
the Company, then the Company may at its option direct that such request be
delayed for a reasonable period not in excess of three (3) months from the
effective date of such offering or the date of completion of such other material
activity, as the case may be, such right to delay a request to be exercised by
the Company not more than once in any one-year period. In addition, the Company
shall not be required to effect any registration within sixty (60) days after
the effective date of any other Registration Statement of the Company. Each
request for a Demand Registration by the Initiating Holders shall state the
amount of the Registrable Securities proposed to be sold and the intended method
of disposition thereof. Upon a request for a Demand Registration, the Company
shall promptly take such steps as are necessary or appropriate to prepare for
the registration of the Registrable Securities to be registered.

     (b) Incidental or "Piggy-Back" Rights with Respect to a Demand
         ----------------------------------------------------------
Registration. Each of the Designated Holders (other than Initiating Holders
------------
which have

<PAGE>

requested a registration under Section 3(a)) may offer its or his Registrable
Securities under any Demand Registration pursuant to this Section 3. Within ten
(10) days after the receipt of a request for a Demand Registration from an
Initiating Holder, the Company shall (i) give written notice thereof to all of
the Designated Holders (other than Initiating Holders which have requested a
registration under Section 3(a)) and (ii) subject to Section 3(e), include in
such registration all of the Registrable Securities held by such Designated
Holders from whom the Company has received a written request for inclusion
therein within ten (10) days of the receipt by such Designated Holders of such
written notice referred to in clause (i) above. Each such request by such
Designated Holders shall specify the number of Registrable Securities proposed
to be registered and the intended method of disposition thereof. The failure of
any Designated Holder to respond within such 10-day period referred to in clause
(ii) above shall be deemed to be a waiver of such Designated Holder's rights
under this Section 3 with respect to such Demand Registration, provided that any
Designated Holder may waive its rights under this Section 3 prior to the
expiration of such 10-day period by giving written notice to the Company, with a
copy to the Initiating Holders. If a Designated Holder sends the Company a
written request for inclusion of part or all of such Designated Holder's
Registrable Securities in a registration, such Designated Holder shall not be
entitled to withdraw or revoke such request without the prior written consent of
the Company in its sole discretion unless, as a result of facts or circumstances
arising after the date on which such request was made relating to the Company or
to market conditions, such Designated Holder reasonably determines that
participation in such registration would have a material adverse effect on such
Designated Holder.

     (c) Effective Demand Registration. The Company shall use all reasonable
         -----------------------------
commercial efforts to cause any such Demand Registration to become and remain
effective not later than ninety (90) days after it receives a request under
Section 3(a) hereof. A registration shall not constitute a Demand Registration
until it has become effective and remains continuously effective for the lesser
of (i) the period during which all Registrable Securities registered in the
Demand Registration are sold and (ii) ninety (90) days; provided, however that a
registration shall not constitute a Demand Registration if (x) after such Demand
Registration has become effective, such registration or the related offer, sale
or distribution of Registrable Securities thereunder is interfered with by any
stop order, injunction or other order or requirement of the SEC or other
governmental agency or court for any reason not attributable to the Initiating
Holders and such interference is not thereafter eliminated or (y) the conditions
specified in the underwriting agreement, if any, entered into in connection with
such Demand Registration are not satisfied or waived, other than by reason of a
failure by the Initiating Holders.

     (d) Expenses. In any registration initiated as a Demand Registration, the
         --------
Company shall pay all Registration Expenses (other than broker's commissions and
underwriter's discounts and commissions) in connection therewith, whether or not
such Demand Registration becomes effective.

     (e) Underwriting Procedures. If the Company or the Initiating Holders
         -----------------------
holding a majority of the Registrable Securities held by all of the Initiating
Holders to which the requested Demand Registration relates so elect, the Company
shall use its reasonable efforts to cause such Demand Registration to be in the
form of a firm commitment underwritten offering and the managing underwriter or
underwriters selected for such offering shall be the Approved
<PAGE>

Underwriter selected in accordance with Section 3(f). In connection with any
Demand Registration under this Section 3 involving an underwritten offering,
none of the Registrable Securities held by any Designated Holder making a
request for inclusion of such Registrable Securities pursuant to Section 3(b)
hereof shall be included in such underwritten offering unless such Designated
Holder accepts the terms of the offering as agreed upon by the Company, the
Initiating Holders and the Approved Underwriter, and then only in such quantity
as will not, in the opinion of the Approved Underwriter, jeopardize the success
of such offering by the Initiating Holders. If the Approved Underwriter advises
the Company in writing that in its opinion the aggregate amount of such
Registrable Securities requested to be included in such offering is sufficiently
large to have a material adverse effect on the success of such offering, then
the Company shall include in such registration only the aggregate amount of
Registrable Securities that in the opinion of the Approved Underwriter may be
sold without any such material adverse effect and shall reduce the amount of
Registrable Securities to be included in such registration, first as to the
Company, second as to the Designated Holders (who are not Initiating Holders and
who requested to participate in such registration pursuant to Section 3(b)
hereof) as a group, if any, and third as to the Initiating Holders as a group,
pro rata within each group based on the number of Registrable Securities owned
by each such Designated Holder or Initiating Holder, as the case may be.

     (f) Selection of Underwriters. If any Demand Registration or S-3
         -------------------------
Registration, as the case may be, of Registrable Securities is in the form of an
underwritten offering, the Company shall select and obtain an investment banking
firm of national reputation to act as the managing underwriter of the offering
(the "Approved Underwriter"); provided, however, that the Approved Underwriter
shall, in any case, also be approved by the Initiating Holders or S-3 Initiating
Holders, as the case may be, such approval not to be unreasonably withheld.

          4.   Incidental or "Piggy-Back" Registration.
               ---------------------------------------

     (a) Request for Incidental Registration. At any time, if the Company
         -----------------------------------
proposes to file a Registration Statement under the Securities Act with respect
to an offering (including an Initial Public Offering) by the Company for its own
account (other than a Registration Statement on Form S-4 or S-8 or any successor
thereto), then the Company shall give written notice of such proposed filing to
each of the Designated Holders at least thirty (30) days before the anticipated
filing date, and such notice shall describe the proposed registration and
distribution and offer such Designated Holders the opportunity to register the
number of Registrable Securities as each such holder may request (an "Incidental
Registration"). The Company shall, and shall use all reasonable commercial
efforts (within ten (10) days of the notice provided for in the preceding
sentence) to cause the managing underwriter or underwriters of a proposed
underwritten offering (the "Company Underwriter") to permit each of the
Designated Holders who have requested in writing to participate in the
Incidental Registration to include its or his Registrable Securities in such
offering on the same terms and conditions as the securities of the Company
included therein. In connection with any Incidental Registration under this
Section 4(a) involving an underwritten offering, the Company shall not be
required to include any Registrable Securities in such underwritten offering
unless the holders thereof accept the terms of the underwritten offering as
agreed upon between the Company and the Company Underwriter, and then only in
such quantity as will not, in the opinion of the Company
<PAGE>

Underwriter, jeopardize the success of the offering by the Company. If in the
written opinion of the Company Underwriter the registration of all or part of
the Registrable Securities which the Designated Holders have requested to be
included would materially adversely affect the success of such offering, then
the Company shall be required to include in such Incidental Registration, to the
extent of the amount that the Company Underwriter believes may be sold without
causing such adverse effect, first, all of the securities to be offered for the
account of the Company; second, the Registrable Securities to be offered for the
account of the Designated Holders pursuant to this Section 4, pro rata based on
the number of Registrable Securities owned by each such Designated Holder; and
third, any other securities requested to be included in such underwritten
offering.

     (b) Expenses. The Company shall bear all Registration Expenses (other than
         --------
broker's commissions and underwriter's discounts and commissions with respect to
the sale of any Registrable Securities) in connection with any Incidental
Registration pursuant to this Section 4, whether or not such Incidental
Registration becomes effective.

          5.   Form S-3 Registration.
               ---------------------

     (a) Request for a Form S-3 Registration. Upon the Company becoming
         -----------------------------------
eligible, in the event that the Company shall receive from (i) one or more of
the General Atlantic Stockholders as a group, acting through GAP LLC or its
written designee, or (ii) one or more of the Major Stockholders (the "S-3
Initiating Holders") a written request that the Company register, under the
Securities Act, on Form S-3 (or any successor form then in effect) (an "S-3
Registration"), all or a portion of the Registrable Securities owned by such S-3
Initiating Holders, the Company shall give written notice of such request to all
of the Designated Holders (other than S-3 Initiating Holders which have
requested an S-3 Registration under this Section 5(a)) at least thirty (30) days
before the anticipated filing date of such Form S-3, and such notice shall
describe the proposed registration and offer such Designated Holders the
opportunity to register the number of Registrable Securities as each such
Designated Holder may request in writing to the Company, given within fifteen
(15) days after their receipt from the Company of the written notice of such
registration. The Company shall (i) take such steps as are necessary or
appropriate to prepare for the registration of the Registrable Securities to be
registered and (ii) subject to Section 5(b), use all reasonable commercial
efforts to (x) cause such registration pursuant to this Section 5(a) to become
and remain effective as soon as practicable, but in any event not later than
ninety (90) days after it receives a request therefor and (y) include in such
offering the Registered Securities of the Designated Holders (other than S- 3
Initiating Holders which have requested an S-3 Registration under this Section
5(a)) who have requested in writing to participate in such registration on the
same terms and conditions as the Registrable Securities of the S-3 Initiating
Holders included therein.

     (b) Form S-3 Underwriting Procedures. If the Company or the S-3 Initiating
         --------------------------------
Holders holding a majority of the Registrable Securities held by all of the S-3
Initiating Holders to which the requested S-3 Registration relates so elect, the
Company shall use its reasonable efforts to cause such S-3 Registration pursuant
to this Section 5 to be in the form of a firm commitment underwritten offering
and the managing underwriter or underwriters selected for such offering shall be
the Approved Underwriter selected in accordance with Section 3(f). In connection
with any S-3 Registration under Section 5(a) involving an underwritten offering,
the
<PAGE>

Company shall not be required to include any Registrable Securities in such
underwritten offering unless the Designated Holders thereof accept the terms of
the underwritten offering as agreed upon between the Company, the Approved
Underwriter and the S-3 Initiating Holders, and then only in such quantity as
will not, in the opinion of such underwriter, jeopardize the success of such
offering by the S-3 Initiating Holders. If in the written opinion of the
Approved Underwriter the registration of all or part of the Registrable
Securities which the S-3 Initiating Holders and the other Designated Holders
have requested to be included would materially adversely affect the success of
such public offering, then the Company shall be required to include in the
underwritten offering, to the extent of the amount that the Approved Underwriter
believes may be sold without causing such adverse effect, first, all of the
Registrable Securities to be offered for the account of the S-3 Initiating
Holders pro rata based on the number of Registrable Securities owned by such S-3
Initiating Holders; second, the Registrable Securities to be offered for the
account of the other Designated Holders who requested inclusion of their
Registrable Securities pursuant to Section 5(a), pro rata based on the number of
Registrable Securities owned by such Designated Holders, and third, any other
securities requested to be included in such underwritten offering.

     (c) Limitations on Form S-3 Registrations. If at the time of any request to
         -------------------------------------
register Registrable Securities pursuant to Section 5(a), the Company is engaged
in, or has fixed plans to engage in within sixty (60) days of the time of such
request, a registered public offering or is engaged in any other activity which,
in the good faith determination of the Board of Directors of the Company, would
be adversely affected by the requested S-3 Registration to the material
detriment of the Company, then the Company may at its option direct that such
request be delayed for a reasonable period not in excess of three (3) months
from the effective date of such offering or the date of completion of such other
material activity, as the case may be, such right to delay a request to be
exercised by the Company not more than once in any one-year period. In addition,
the Company shall not be required to effect any registration pursuant to Section
5(a)(i) within three (3) months after the effective date of any other
Registration Statement of the Company, (ii) if within the 12-month period
preceding the date of such request, the Company has effected two registrations
on Form S- 3 pursuant to Section 5(a) and all of the Registrable Securities
registered therein have been sold, (iii) if Form S-3 is not available for such
offering by the S-3 Initiating Holders or (iv) if the S-3 Initiating Holders,
together with the Designated Holders (other than S-3 Initiating Holders which
have requested an S-3 Registration under Section 5(a)) registering Registrable
Securities in such registration, propose to sell their Registrable Securities at
an aggregate price (calculated based upon the Market Price of the Registrable
Securities on the date of filing of the Form S-3 with respect to such
Registrable Securities) to the public of less than $5,000,000.

     (d) Expenses. In connection with any registration pursuant to this Section
         --------
5, the Company shall pay all Registration Expenses (other than broker's
commissions and underwriter's discounts and commissions), whether or not such
registration becomes effective.

     (e) No Demand Registration. No registration requested by any Designated
         ----------------------
Holder pursuant to this Section 5 shall be deemed a Demand Registration pursuant
to Section 3.
<PAGE>

          6.   Holdback Agreements.
               -------------------

     (a) Restrictions on Public Sale by Designated Holders. If and to the extent
         -------------------------------------------------
requested by the Company, the Initiating Holders or the S-3 Initiating Holders,
as the case may be, in the case of a non-underwritten public offering or if and
to the extent requested by the Approved Underwriter or the Company Underwriter,
as the case may be, in the case of an underwritten public offering, each
Designated Holder of Registrable Securities agrees (i) not to effect any public
sale or distribution of any Registrable Securities or of any securities
convertible into or exchangeable or exercisable for such Registrable Securities,
including a sale pursuant to Rule 144 under the Securities Act, and (ii) not to
make any request for a Demand Registration or S-3 Registration under this
Agreement, during the 90-day period or such shorter period agreed upon by such
Designated Holder and the requesting party beginning on the effective date of
such Registration Statement (except as part of such registration).

     (b) Restrictions on Public Sale by the Company. The Company agrees not to
         ------------------------------------------
effect any public sale or distribution of any of its securities, or any
securities convertible into or exchangeable or exercisable for such securities
(except pursuant to registrations on Form S-4 or S-8 or any successor thereto),
during the period beginning on the effective date of any Registration Statement
in which the Designated Holders of Registrable Securities are participating and
ending on the earlier of (i) the date on which all Registrable Securities
registered on such Registration Statement are sold and (ii) 90 days after the
effective date of such Registration Statement (except as part of such
registration).

          7.   Registration Procedures.
               -----------------------

     (a) Obligations of the Company. Whenever registration of Registrable
         --------------------------
Securities has been requested pursuant to Section 3, Section 4 or Section 5 of
this Agreement, the Company shall use all reasonable commercial efforts to
effect the registration and sale of such Registrable Securities in accordance
with the intended method of distribution thereof as quickly as practicable, and
in connection with any such request, the Company shall, as expeditiously as
possible:

     (i) prepare and file with the SEC a Registration Statement on any form for
which the Company then qualifies or which counsel for the Company shall deem
appropriate and which form shall be available for the sale of such Registrable
Securities in accordance with the intended method of distribution thereof, and
use all reasonable commercial efforts to cause such Registration Statement to
become effective; provided, however, that (x) before filing a Registration
Statement or prospectus or any amendments or supplements thereto, the Company
shall provide counsel selected by the Designated Holders holding a majority of
the Registrable Securities being registered in such registration ("Holders'
Counsel") and any other Inspector with an adequate and appropriate opportunity
to review and comment on of such Registration Statement and each prospectus
included therein (and each amendment or supplement thereto) to be filed with the
SEC, subject to such documents being under the Company's control, and (y) the
Company shall notify the Holders' Counsel and each seller of Registrable
Securities of any stop order issued or threatened by the SEC and take all
reasonable action required to prevent the entry of such stop order or to remove
it if entered;
<PAGE>

     (ii) prepare and file with the SEC such amendments and supplements to such
Registration Statement and the prospectus used in connection therewith as may be
necessary to keep such Registration Statement effective for the lesser of (x) 90
days and (y) such shorter period which will terminate when all Registrable
Securities covered by such Registration Statement have been sold, and comply
with the provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such Registration Statement;

     (iii) as soon as reasonably possible, furnish to each seller of Registrable
Securities, prior to filing a Registration Statement, at least one copy of such
Registration Statement as is proposed to be filed, and thereafter such number of
copies of such Registration Statement, each amendment and supplement thereto (in
each case including all exhibits thereto), and the prospectus included in such
Registration Statement (including each preliminary prospectus) as each such
seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller;


     (iv) register or qualify such Registrable Securities under such other
securities or "blue sky" laws of such jurisdictions as any seller of Registrable
Securities may request, and to continue such qualification in effect in such
jurisdiction for as long as permissible pursuant to the laws of such
jurisdiction, or for as long as any such seller requests or until all of such
Registrable Securities are sold, whichever is shortest, and do any and all other
acts and things which may be reasonably necessary or advisable to enable any
such seller to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller; provided, however, that the Company
shall not be required to (x) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 7(a)(iv) (y) subject itself to taxation in any such jurisdiction or (z)
consent to general service of process in any such jurisdiction;

     (v) notify each seller of Registrable Securities at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, upon discovery that, or upon the happening of any event as a result of
which, the prospectus included in such Registration Statement contains an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances under which they were made, and the Company shall
promptly prepare a supplement or amendment to such prospectus and furnish to
each seller a reasonable number of copies of such supplement to or an amendment
of such prospectus as may be necessary so that, after delivery to the purchasers
of such Registrable Securities, such prospectus shall not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances under which they were made;

     (vi) enter into and perform customary agreements (including an underwriting
agreement in customary form with the Approved Underwriter or Company
Underwriter, if any, selected as provided in Section 3, Section 4 or Section 5,
as the case may be) and take such other actions as are prudent and reasonably
required in order to expedite or facilitate the disposition of such Registrable
Securities;
<PAGE>

     (vii) make available at reasonable times for inspection by any seller of
Registrable Securities, any managing underwriter participating in any
disposition of such Registrable Securities pursuant to a Registration Statement,
Holders' Counsel and any attorney, accountant or other agent retained by any
such seller or any managing underwriter (each, an "Inspector" and collectively,
the "Inspectors"), all financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries (collectively, the
"Records") as shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and cause the Company's and its subsidiaries'
officers, directors and employees, and the independent public accountants of the
Company, to supply all information reasonably requested by any such Inspector in
connection with such Registration Statement. Records that the Company
determines, in good faith, to be confidential and which it notifies the
Inspectors are confidential shall not be disclosed by the Inspectors (and the
Inspectors shall confirm their agreement in writing in advance to the Company if
the Company shall so request) unless (x) the disclosure of such Records is
necessary, in the Company's judgment, to avoid or correct a misstatement or
omission in the Registration Statement, (y) the release of such Records is
ordered pursuant to a subpoena or other order from a court of competent
jurisdiction after exhaustion of all appeals therefrom or (z) the information in
such Records was known to the Inspectors on a non-confidential basis prior to
its disclosure by the Company or has been made generally available to the
public. Each seller of Registrable Securities agrees that it shall, upon
learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Company and allow the Company, at the Company's
expense, to undertake appropriate action to prevent disclosure of the Records
deemed confidential;

     (viii) if such sale is pursuant to an underwritten offering, use all
reasonable commercial efforts to obtain a "cold comfort" letter from the
Company's independent public accountants in customary form and covering such
matters of the type customarily covered by "cold comfort" letters as Holders'
Counsel or the managing underwriter reasonably request;


     (ix) use all reasonable commercial efforts to furnish, at the request of
any seller of Registrable Securities on the date such securities are delivered
to the underwriters for sale pursuant to such registration or, if such
securities are not being sold through underwriters, on the date the Registration
Statement with respect to such securities becomes effective, an opinion, dated
such date, of counsel representing the Company for the purposes of such
registration, addressed to the underwriters, if any, and to the seller making
such request, covering such legal matters with respect to the registration in
respect of which such opinion is being given as such seller may reasonably
request and are customarily included in such opinions;

     (x) otherwise use all reasonable commercial efforts to comply with all
applicable rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable but no later than fifteen (15) months
after the effective date of the Registration Statement, an earnings statement
covering a period of twelve (12) months beginning after the effective date of
the Registration Statement, in a manner which satisfies the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder;

     (xi) cause all such Registrable Securities to be listed on each securities
exchange on which similar securities issued by the Company are then listed,
provided that the applicable listing requirements are satisfied;
<PAGE>

     (xii) keep Holders' Counsel advised in writing as to the initiation and
progress of any registration under Section 3, Section 4 or Section 5 hereunder;

     (xiii) cooperate with each seller of Registrable Securities and each
underwriter participating in the disposition of such Registrable Securities and
their respective counsel in connection with any filings required to be made with
the National Association of Securities Dealers, Inc. (the "NASD"); and

     (xiv) take all other steps reasonably necessary to effect the registration
of the Registrable Securities contemplated hereby.

     (b) Seller Information. The Company may require each seller of Registrable
         ------------------
Securities as to which any registration is being effected to furnish to the
Company such information regarding the distribution of such securities as the
Company may from time to time reasonably request in writing.

     (c) Notice to Discontinue. Each Designated Holder of Registrable Securities
         ---------------------
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 7(a)(v), such Designated Holder shall
forthwith discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until such
Designated Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 7(a)(v) and, if so directed by the Company,
such Designated Holder shall deliver to the Company (at the Company's expense)
all copies, other than permanent file copies then in such Designated Holder's
possession, of the prospectus covering such Registrable Securities which is
current at the time of receipt of such notice. If the Company shall give any
such notice, the Company shall extend the period during which such Registration
Statement shall be maintained effective pursuant to this Agreement (including,
without limitation, the period referred to in Section 7(a)(ii)) by the number of
days during the period from and including the date of the giving of such notice
pursuant to Section 7(a)(v) to and including the date when sellers of such
Registrable Securities under such Registration Statement shall have received the
copies of the supplemented or amended prospectus contemplated by and meeting the
requirements of Section 7(a)(v).

     (d) Registration Expenses. The Company shall pay all expenses arising from
         ---------------------
or incident to the performance of, or compliance with, this Agreement,
including, without limitation, (i) SEC, stock exchange and NASD registration and
filing fees, (ii) all fees and expenses incurred in complying with securities or
"blue sky" laws (including reasonable fees, charges and disbursements of counsel
in connection with "blue sky" qualifications of the Registrable Securities),
(iii) all printing, messenger and delivery expenses, (iv) the fees, charges and
disbursements of counsel to the Company and of its independent public
accountants and any other accounting fees, charges and expenses incurred by the
Company (including, without limitation, any expenses arising from any "cold
comfort" letters or any special audits incident to or required by any
registration or qualification) and any legal fees, charges and expenses incurred
by the Company and, in the case of a Demand Registration, the Initiating Holders
and (v) any liability insurance or other premiums for insurance obtained in
connection with any Demand Registration or piggy-back registration thereon,
Incidental Registration or S-3 Registration pursuant to the terms of this
Agreement, regardless of whether such Registration
<PAGE>

Statement is declared effective. All of the expenses described in the preceding
sentence of this Section 7(d) are referred to herein as "Registration Expenses."
The Designated Holders of Registrable Securities sold pursuant to a Registration
Statement shall bear the expense of any broker's commission or underwriter's
discount or commission relating to such registration and sale of such Holders'
Registrable Securities.

          8.   Indemnification; Contribution.

     (a) Indemnification by the Company. The Company agrees to indemnify and
         ------------------------------
hold harmless, to the fullest extent permitted by law, each Designated Holder,
its officers, directors, trustees, partners, employees, advisors and agents and
each Person who controls (within the meaning of the Securities Act or the
Exchange Act) such Designated Holder from and against any and all losses,
claims, damages, liabilities and expenses (including reasonable costs of
investigation) arising out of or based upon any untrue, or allegedly untrue,
statement of a material fact contained in any Registration Statement, prospectus
or preliminary prospectus or notification or offering circular (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as the same are caused by
or contained in any information concerning such Designated Holder furnished in
writing to the Company by such Designated Holder expressly for use therein,
including, without limitation, the information furnished to the Company pursuant
to Section 8(b). The Company shall also provide customary indemnities to any
underwriters of the Registrable Securities, their officers, directors and
employees and each Person who controls such underwriters (within the meaning of
the Securities Act and the Exchange Act) to the same extent as provided above
with respect to the indemnification of the Designated Holders of Registrable
Securities.

     (b) Indemnification by Designated Holders. In connection with any
         -------------------------------------
Registration Statement in which a Designated Holder is participating pursuant to
Section 3, Section 4 or Section 5 hereof, each such Designated Holder shall
promptly furnish to the Company in writing such information with respect to such
Designated Holder as the Company may reasonably request or as may be required by
law for use in connection with any such Registration Statement or prospectus and
all information required to be disclosed in order to make the information
previously furnished to the Company by such Designated Holder not materially
misleading or necessary to cause such Registration Statement not to omit a
material fact with respect to such Designated Holder necessary in order to make
the statements therein not misleading. Each Designated Holder agrees to
indemnify and hold harmless, to the fullest extent permitted by law, the
Company, any underwriter retained by the Company and their respective directors,
trustees, partners, officers, employees, advisors and agents and each Person who
controls the Company or such underwriter (within the meaning of the Securities
Act and the Exchange Act) to the same extent as the foregoing indemnity from the
Company to the Designated Holders, but only with respect to any such information
with respect to such Designated Holder furnished in writing to the Company by
such Designated Holder expressly for use therein, including, without limitation,
the information furnished to the Company pursuant to this Section 8(b);
provided, however, that the total amount to be indemnified by such Designated
Holder pursuant to this Section 8(b) shall be limited to the net proceeds
received by such Designated Holder in the offering to which the Registration
Statement or prospectus relates.
<PAGE>

     (c) Conduct of Indemnification Proceedings. Any Person entitled to
         --------------------------------------
indemnification hereunder (the "Indemnified Party") agrees to give prompt
written notice to the indemnifying party (the "Indemnifying Party") after the
receipt by the Indemnified Party of any written notice of the commencement of
any action, suit, proceeding or investigation or threat thereof made in writing
for which the Indemnified Party intends to claim indemnification or contribution
pursuant to this Agreement; provided, however, that the failure so to notify the
Indemnifying Party shall not relieve the Indemnifying Party of any liability
that it may have to the Indemnified Party hereunder; except to the extent that
the Indemnifying Party is materially prejudiced or otherwise forfeits
substantive rights or defenses by reason of such failure. If notice of
commencement of any such action is given to the Indemnifying Party as above
provided, the Indemnifying Party shall be entitled to participate in and, to the
extent it may wish, jointly with any other Indemnifying Party similarly
notified, to assume the defense of such action at its own expense, with counsel
chosen by it and reasonably satisfactory to such Indemnified Party. The
Indemnified Party shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such
counsel (other than reasonable costs of investigation) shall be paid by the
Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii)
the Indemnifying Party fails to assume the defense of such action with counsel
satisfactory to the Indemnified Party in its reasonable judgment or (iii) the
named parties to any such action (including any impleaded parties) include both
the Indemnifying Party and the Indemnified Party), and such parties have been
advised by such counsel that either (x) representation of such Indemnified Party
and the Indemnifying Party by the same counsel would be inappropriate under
applicable standards of professional conduct or (y) there may be one or more
legal defenses available to the Indemnified Party which are different from or
additional to those available to the Indemnifying Party. In any of such cases,
the Indemnifying Party shall not have the right to assume the defense of such
action on behalf of such Indemnified Party, it being understood, however, that
the Indemnifying Party shall not be liable for the fees and expenses of more
than one separate firm of attorneys (in addition to any local counsel) for all
Indemnified Parties. No Indemnifying Party shall be liable for any settlement
entered into without its written consent, which consent shall not be
unreasonably withheld. No Indemnifying Party shall, without the consent of such
Indemnified Party, effect any settlement of any pending or threatened proceeding
in respect of which such Indemnified Party is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Party, unless
such settlement includes an unconditional release of such Indemnified Party from
all liability for claims that are the subject matter of such proceeding.


     (d) Contribution. If the indemnification provided for in this Section 8
         ------------
from the Indemnifying Party is unavailable to an Indemnified Party hereunder in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party and Indemnified Party in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative faults of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such Indemnifying
Party or Indemnified Party, and the
<PAGE>

parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in
Sections 8(a), 8(b) and 8(c), any legal or other fees, charges or expenses
reasonably incurred by such party in connection with any investigation or
proceeding; provided that the total amount to be indemnified by such Designated
Holder shall be limited to the net proceeds received by such Designated Holder
in the offering.

     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

     9. Rule 144. The Company covenants that from and after the IPO
        --------
Effectiveness Date it shall (a) file any reports required to be filed by it
under the Exchange Act and (b) take such further action as each Designated
Holder of Registrable Securities may reasonably request (including providing any
information necessary to comply with Rule 144 under the Securities Act), all to
the extent required from time to time to enable such Designated Holder to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (i) Rule 144 under the Securities Act,
as such rule may be amended from time to time, or (ii) any similar rules or
regulations hereafter adopted by the SEC. The Company shall, upon the request of
any Designated Holder of Registrable Securities, deliver to such Designated
Holder a written statement as to whether it has complied with such requirements.

     10. Miscellaneous.
         -------------

     (a) Recapitalizations, Exchanges, etc. The provisions of this Agreement
         ---------------------------------
shall apply, to the full extent set forth herein with respect to (i) the shares
of Common Stock, (ii) any and all shares of voting common stock of the Company
into which the shares of Common Stock are converted, exchanged or substituted in
any recapitalization or other capital reorganization by the Company and (iii)
any and all equity securities of the Company or any successor or assign of the
Company (whether by merger, consolidation, sale of assets or otherwise) which
may be issued in respect of, in conversion of, in exchange for or in
substitution of, the shares of Common Stock and shall be appropriately adjusted
for any stock dividends, splits, reverse splits, combinations, recapitalizations
and the like occurring after October 24, 1997. The Company shall cause any
successor or assign (whether by sale, merger or otherwise) to enter into a new
registration rights agreement with the Designated Holders on terms substantially
the same as this Agreement as a condition of any such transaction.

     (b) No Inconsistent Agreements. The Company represents and warrants that it
         --------------------------
has not granted to any Person the right to request or require the Company to
register any securities issued by the Company, other than the rights granted to
the Designated Holders herein. The Company shall not enter into any agreement
with respect to its securities that is inconsistent with the rights granted to
the Designated Holders in this Agreement or grant
<PAGE>

any additional registration rights to any Person or with respect to any
securities which are not Registrable Securities which are prior in right to or
inconsistent with the rights granted in this Agreement.


     (c) Remedies. The Designated Holders, in addition to being entitled to
         --------
exercise all rights granted by law, including recovery of damages, shall be
entitled to specific performance of their rights under this Agreement. The
Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agrees to waive in any action for specific performance the defense
that a remedy at law would be adequate.

     (d) Amendments and Waivers. Except as otherwise provided herein, the
         ----------------------
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless consented to in writing by (i) the Company, (ii) the Major Stockholders
holding Registrable Securities representing (after giving effect to any
adjustments) at least a majority of the aggregate number of Registrable
Securities owned by all of the Major Stockholders, (iii) the General Atlantic
Stockholders holding Registrable Securities representing (after giving effect to
any adjustments) at least a majority of the aggregate number of Registrable
Securities owned by all of the General Atlantic Stockholders and (iv) the
Andersen Stockholders holding Registrable Securities representing (after giving
effect to any adjustments) at least a majority of the aggregate number of
Registrable Securities owned by all of the Andersen Stockholders. Any such
written consent shall be binding upon the Company and all of the Designated
Holders.

     (e) Notices. All notices, demands and other communications provided for or
         -------
permitted hereunder shall be made in writing and shall be made by registered or
certified first-class mail, return receipt requested, telecopier, courier
service, overnight mail or personal delivery:

                    (i)  if to the Company or the Major Stockholders:

                         Prime Response, Inc.
                         150 Cambridge Park Drive
                         Cambridge, Massachusetts 02140
                         Telecopy: (617) 876-8383
                         Attention: President

                         with a copy to:

                         Hale and Dorr LLP
                         60 State Street
                         Boston, Massachusetts 02109
                         Telecopy: (617) 526-5000
                         Attention: John A. Burgess, Esq.

                    (ii) if to a General Atlantic Stockholder:
<PAGE>

                         c/o General Atlantic Service Corporation
                         3 Pickwick Plaza
                         Greenwich, Connecticut 06830
                         Telecopy: (203) 622-8818
                         Attention: Mr. William E. Ford

                         with a copy to:

                         Paul, Weiss, Rifkind, Wharton & Garrison
                         1285 Avenue of the Americas
                         New York, New York 10019-6064
                         Telecopy: (212) 757-3990
                         Attention: Matthew Nimetz, Esq.

                  (iii)  if to an Andersen Stockholder: Andersen Consulting LLP
                         333 South Seventh Street Minneapolis, MN 55402
                         Telecopy: (612) 277-0000 Attention: J. Patrick
                         O'Halloran

                   (iv)  if to any other Designated Holder, at its address as it
                         appears on the record books of the Company.

     All such notices and communications shall be deemed to have been duly given
when delivered by hand, if personally delivered; when delivered by courier or
overnight mail, if delivered by commercial courier service or overnight mail;
five (5) Business Days after being deposited in the mail, postage prepaid, if
mailed; and when receipt is mechanically acknowledged, if properly telecopied.

     (f) Successors and Assigns; Third Party Beneficiaries. This Agreement shall
         -------------------------------------------------
inure to the benefit of and be binding upon the heirs, legatees, legal
representatives, successors and permitted assigns of each of the parties hereto
as hereinafter provided. The Demand Registration rights of the General Atlantic
Stockholders and the Major Stockholders contained in Section 3 hereof and the
other rights of each of the General Atlantic Stockholders and the Major
Stockholders with respect thereto shall be, with respect to any Registrable
Security, (i) automatically transferred, in the case of such rights of the
General Atlantic Stockholders, among the General Atlantic Stockholders and, in
the case of such rights of the Major Stockholders, among the Major Stockholders
and (ii) in all other cases, transferred only with the consent of the Company.
The incidental or "piggy-back" registration rights of the Designated Holders
contained in Sections 3(b) and 4 hereof, the S-3 Registration rights contained
in Section 5 hereof and the other rights of each of the Designated Holders with
respect thereto shall be, with respect to any Registrable Security,
automatically transferred by such Designated Holder to any Person who is the
transferee of such Registrable Security; provided that (x) the Company receives
notice of such transfer and (y) prior to such transfer, such assignee shall
assume all of the applicable assignor's obligations hereunder. All of the
obligations of the
<PAGE>

Company hereunder shall survive any such transfer. No Person other than the
parties hereto and their heirs, legatees, legal representatives, successors and
permitted assigns is intended to be a beneficiary of any of the rights granted
hereunder.

     (g) Counterparts. This Agreement may be executed in any number of
         ------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (h) Headings. The headings in this Agreement are for convenience of
         --------
reference only and shall not limit or otherwise affect the meaning hereof.

     (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
         -------------
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAW OF ANY JURISDICTION.

     (j) Severability. If any one or more of the provisions contained herein, or
         ------------
the application thereof in any circumstance, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, it being intended that all
of the rights and privileges of the Designated Holders shall be enforceable to
the fullest extent permitted by law.

     (k) Entire Agreement. This Agreement is intended by the parties as a final
         ----------------
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and
in the Stock Purchase Agreement and Stockholders Agreement. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter, including, without limitation, the Original
Agreement.

     (l) Further Assurances. Each of the parties shall execute such documents
         ------------------
and perform such further acts as may be reasonably required or necessary to
carry out or to perform the provisions of this Agreement.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Amended and Restated Registration Rights Agreement on the date
first written above.

                    PRIME RESPONSE, INC.


                    By: /s/ Peter J. Boni
                       ----------------------------------
                       Name:  Peter J. Boni
                       Title: Chief Executive Officer and President


                    GENERAL ATLANTIC PARTNERS 42, L.P.

                    By:  GENERAL ATLANTIC PARTNERS, LLC,
                         its General Partner

                    By: /s/ William E. Ford
                       ----------------------------------
                       Name:  William E. Ford
                       Title: A Managing Member


                    GAP COINVESTMENT PARTNERS, L.P.


                    By: /s/ William E. Ford
                       ----------------------------------
                       Name:  William E. Ford
                       Title: A General Partner


                    GENERAL ATLANTIC PARTNERS 48, L.P.

                    By: General Atalntic Partners, LLC, its general partner

                    By: /s/ William E. Ford
                       ----------------------------------
                       Name:  William E. Ford
                       Title: A Managing Member

                    GENERAL ATLANTIC PARTNERS 52, L.P.

                    By: General Atalntic Partners, LLC, its general partner

                    By: /s/ William E. Ford
                       ----------------------------------
                       Name:  William E. Ford
                       Title: A Managing Member
<PAGE>

                    GAP COINVESTMENT PARTNERS II, L.P.


                    By: /s/ William E. Ford
                       -------------------------------------
                       Name:  William E. Ford
                       Title: A General Partner


                    GENERAL ATLANTIC PARTNERS 57, L.P.

                    By: General Atlantic Partners, LLC, is general partner

                    By: /s/ William E. Ford
                       -------------------------------------
                       Name:  William E. Ford
                       Title: A Managing Member


                    KITE LIMITED


                    By: /s/ Mark Gill for Anson Limited
                       -------------------------------------
                       Name:  Mark Gill
                       Title: Director

                        /s/ James Carling
                       -------------------------------------
                       James Carling


                    ANDERSEN CONSULTING LLP

                    By: /s/ J. Patrick O'Halloran
                       -------------------------------------
                       Name: J. Patrick O'Halloran
                       Title: Partner
<PAGE>

                    AC VENTURES B.V.

                    By: /s/ M.G. McGrath
                       ---------------------------------
                       Name: M.G. McGrath
                       Title: Chief Financial Officer