EX-24. 2 rrd77810_87542.htm POWER OF ATTORNEY rrd77810_87542.html
                                                                     Exhibit 24
                               POWER OF ATTORNEY
          Know all by these presents, that the undersigned hereby constitutes
and appoints each of Barbara E. Coluci, Heide Mabee, Susan I. Permut, Barbara
Lefkowitz, Dana Ng and Barbara Smith, signing singly, the undersigned's true
and lawful attorney-in-fact to:
          (1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of EMC Corporation (the "Company"),
Forms 144 in accordance with Rule 144 of the Securities Act of 1933 and Forms
3, 4 and 5 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 144, 3, 4 or 5, complete and execute any amendment or amendments
thereto, and timely file (whether by mail, electronic transmission or other
acceptable means) such form with the United States 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
such attorney-in-fact's discretion.
          The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or 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 such attorney-in-fact's 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 the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Rule 144 of the Securities Act of
1933 or 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 Forms 144, 3, 4 or 5 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 19th day of August, 2005.
                                             /s/ Michael W. Brown
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                                             Signature
                                             Michael W. Brown
Witness:
/s/ Kevin Roberts
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