0001181431-08-066146 3 2 20081201 20081208 20081208 VMWARE, INC. 0001124610 7372 943292913 DE 1231 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 Carli Maurizio 0001451517 3 34 001-33622 081236938 650-427-5000 3401 HILLVIEW AVE PALO ALTO CA 94304 3 1 rrd225339.xml FORM 3 X0203 3 2008-12-01 1 0001124610 VMWARE, INC. VMW 0001451517 Carli Maurizio 3401 HILLVIEW AVENUE PALO ALTO CA 94304 0 1 0 0 General Manager, EMEA No securities are beneficially owned. Larry Wainblat, attorney-in-fact 2008-12-08 EX-24. 2 rrd201785_227466.htm POWER OF ATTORNEY rrd201785_227466.html


      Know all by these presents, that the undersigned hereby constitutes and appoints each of Rashmi 
Garde, Larry Wainblat and Michael Yang, 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 VMware, Inc. (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 3rd day of December, 2008. 

	Employee:     /s/ Maurizio Carli		 

	Print Name:   Maurizio Carli