EX-24 2 shaheen_pofa.htm EXHIBIT 24 - POWER OF ATTORNEY
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and

appoints each of Andy Kryder and Janice Mahoney his, her or its true and lawful attorney-in-fact

to:

(1) execute for and on behalf of the undersigned, in the undersigned's

capacity as an officer, director and/or 10% stockholder of Network Appliance, Inc. (the

"Company"), any and all Form 3, 4 and 5 reports required to be filed by the undersigned

in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules

thereunder;

(2) do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to complete and execute any such Form

3, 4 and 5 report and timely file such report with the Securities and Exchange

Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with

the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the

best interest of, or legally required by, the undersigned, it being understood that the

documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to

this Power of Attorney, shall be in such form and shall contain such terms and conditions

as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to

do and perform each and every act and thing whatsoever requisite, necessary, and proper to be

done in the exercise of any of the rights and powers herein granted, as fully to all intents and

purposes as the undersigned might or could do if personally present, with full power of

substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his

substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney

and the rights and powers herein granted.  The undersigned acknowledges that no such attorney-

in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is

the Company hereby assuming, any of the undersigned's responsibilities to comply with Section

16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no

longer required to file Form 3, 4 and 5 reports with respect to the undersigned's holdings of and

transactions in securities issued by the Company, unless earlier revoked by the undersigned in a

signed writing delivered to the foregoing attorneys-in-fact.

   IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 15th day of June, 2004.





      By: /s/ George T. Shaheen



      Print Name: George T. Shaheen