(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

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(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	Election of the eleven members listed in the attached Proxy Statement to the Board of Directors,

2.	Ratification of the selection by the Audit Committee of EMC's independent auditors, as described in the attached Proxy Statement,

3.	Advisory approval of our executive compensation, as described in the attached Proxy Statement,

4.	Approval of the EMC Corporation Amended and Restated 2003 Stock Plan, as described in the attached Proxy Statement,

5.	Approval of the EMC Corporation Amended and Restated 1989 Employee Stock Purchase Plan, as described in the attached Proxy Statement, and

6.	Approval of amendments to EMC's Articles of Organization and Bylaws to allow shareholders to act by written consent by less than unanimous approval, as described in the attached Proxy Statement.

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1.	Election of the eleven members listed in the attached Proxy Statement to the Board of Directors.

2.	Ratification of the selection by the Audit Committee of PricewaterhouseCoopers LLP as EMC's independent auditors for the fiscal year ending December 31, 2013, as described in the attached Proxy Statement.

3.	Advisory approval of our executive compensation, as described in the attached Proxy Statement.

4.	Approval of the EMC Corporation Amended and Restated 2003 Stock Plan, as described in the attached Proxy Statement.

5.	Approval of the EMC Corporation Amended and Restated 1989 Employee Stock Purchase Plan, as described in the attached Proxy Statement.

6.	Approval of amendments to EMC's Articles of Organization and Bylaws to allow shareholders to act by written consent by less than unanimous approval, as described in the attached Proxy Statement.

7.	Act upon a shareholder proposal, if properly presented, as described in the attached Proxy Statement.

8.	Transaction of any and all other business that may properly come before the meeting or any adjournments or postponements of the meeting.

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*	A reconciliation of our GAAP to non-GAAP results can be found in Exhibit E to this Proxy Statement.

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*	Mr. Tucci's base salary and target cash bonus have not increased since 2001.

**	Amounts represent the aggregate of (i) 2012 compensation from EMC through the end of August 2012 at which time Mr. Gelsinger became CEO of VMware, Inc., our majority owned subsidiary (“VMware”), and (ii) 2012 compensation from VMware for the remainder of the year.

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*	4.2% of these awards did not become eligible to vest in February 2013 and were forfeited.

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•	Domain expertise, including a deep understanding of the information technology industry and the disruptive impact of new technology, or another industry that has undergone rapid growth or transformational change, to assess EMC's strategy and long-term business plan to take advantage of the opportunities ahead.

•	Functional expertise in areas such as finance and accounting, talent management or marketing to support the Company's business development and growth as well as the Board's required committees.

•	International expertise, including experience attained through key leadership or management roles in a global business or responsibility for non-U.S. operations, which is important given EMC's growth in markets around the world.

•	Operational experience with a business of significant scale and complexity or in an industry with continual structural change to understand the competitive dynamics of our business strategy and execution and key business processes as well as the leadership requirements and organizational dynamics driven by rapid change.

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•	Director Since: August 2005

•	Other Current Public Company Boards:

◦	VMware, Inc. (EMC holds approximately 80% economic interest in VMware)

▪	Chair of the Audit Committee

▪	Compensation and Corporate Governance Committee

◦	Insperity, Inc.

▪	Finance, Risk Management and Audit Committee

▪	Nominating and Corporate Governance Committee

◦	Stifel Financial Corp.

▪	Risk Management/Corporate Governance Committee

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•	Business Experience:

◦	Microsoft Corporation, a manufacturer of software products for computing devices

▪	Vice President and Chief Financial Officer (August 1994 until his retirement in July 1997)

▪	Vice President, Finance (April 1993 to August 1994)

▪	Treasurer (January 1990 to April 1993)

▪	Joined Microsoft in December 1989

◦	Chairman of the NASDAQ Stock Market board of directors

◦	Past governor of the National Association of Securities Dealers

◦	Various positions at Deloitte & Touche LLP over 18 years

•

Qualifications and Skills: Mr. Brown brings to the Board substantial financial expertise that includes extensive knowledge of the complex financial and operational issues facing large companies, and a deep understanding of accounting principles and financial reporting rules and regulations. He acquired this knowledge in the course of serving as the CFO of a global technology company, working with a major international accounting and consulting firm for 18 years, and serving as a member of the audit committees of other public company boards. Mr. Brown's experience at Microsoft also provides insight and expertise in the rapidly changing IT industry and the impact of new technologies. Through many senior management positions, including as Chairman of NASDAQ and as a past governor of the NASD, Mr. Brown has demonstrated his leadership and business acumen.

•	Director Since: January 2009

•	Business Experience:

◦	The Goldman Sachs Group, Inc., a global investment, banking, securities and investment management firm

▪	Co-Chief Administrative Officer (October 2007 until his retirement in November 2008)

▪	Global Head of Technology and Operations (September 2004 until his retirement in November 2008)

▪	Chief Information Officer (October 2001 to October 2007)

▪	Joined Goldman Sachs in 1982

•	Education: Bachelor's degree in History with a minor in Mathematics from Michigan State University

•

Qualifications and Skills: With more than 28 years of experience managing IT and making the technology infrastructure purchasing decisions at a global financial services firm, Mr. Cowen brings to the Board extensive knowledge about technology, the IT industry, and defining and implementing an effective IT strategy. As a former customer of EMC, he has in-depth knowledge of our products and services. In addition, through various senior management positions, Mr. Cowen has demonstrated leadership skills and gained significant business operations experience, including developing and managing top talent.

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•	Director Since: July 2002

•	Other Current Public Company Boards:

◦	iRobot Corporation

▪	Audit Committee

•	Business Experience:

◦	Executive Vice President and Chief Financial Officer, Houghton Mifflin Company, a publishing company (February 1996 until her retirement in September 2001)

◦	Senior Vice President of Regulatory and Government Affairs, NYNEX New England (February 1995 to February 1996)

◦	Vice President and Chief Financial Officer, New England Telephone (November 1991 to January 1995)

◦	Eastern Enterprises

▪	Senior Vice President, Chief Financial Officer and Chief Administrative Officer (February 1990 to May 1991)

▪	Senior Vice President, Chief Financial Officer and Treasurer (1988 to January 1990)

•	Education:

◦	Bachelor's degree in Elementary Education from The College of Saint Rose

◦	Master's degree in History from Ohio State University

◦	MBA from Simmons School of Management

•

Qualifications and Skills: Ms. Deegan is an experienced financial leader who has served as the CFO of three companies in different industries. Ms. Deegan has extensive experience with financial accounting matters for complex global organizations as well as substantial experience overseeing the financial reporting processes of large public companies. Ms. Deegan also gained operational and talent management experience from serving on the executive staff of these companies. In addition, Ms. Deegan's service on another public company board provides her with valuable experience.

•	Director Since: March 2010

•	Other Current Public Company Boards:

◦	Northeast Utilities (continuing Trustee from merger with NSTAR)

▪	Board of Trustees

▪	Chair of the Finance Committee

▪	Compensation Committee

▪	Executive Committee

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•	Business Experience:

◦	Ernst & Young LLP, a professional services organization

▪	Senior Vice Chairman and Americas Chief Operating Officer (January 2003 until his retirement in January 2007)

▪	Elected as a partner in 1977

▪	Various management positions at Ernst & Young over 38 years

•	Education: Bachelor's degree in Accounting from the University of Illinois

•

Qualifications and Skills: Mr. DiStasio brings to the Board extensive financial, accounting and consulting expertise, including a deep understanding of accounting principles and financial reporting rules and regulations, acquired over the course of his 38-year career at one of the world's leading assurance, tax, transaction and advisory services firms. He has significant experience overseeing, from an independent auditor's perspective, the financial reporting processes of large public companies in a variety of industries with a global presence. Through his leadership roles at E&Y, including as COO of the Americas, Mr. DiStasio gained substantial management and operational experience. In addition, Mr. DiStasio's service on another public company board provides him with valuable experience.

•	Director Since: May 1992

•	Other Current Public Company Boards:

◦	VMware, Inc. (EMC holds approximately 80% economic interest in VMware)

▪	Chair of the Mergers and Acquisitions Committee

◦	NetScout Systems, Inc.

▪	Lead Independent Director

▪	Chair of the Nominating and Governance Committee

▪	Audit Committee

◦	Progress Software Corporation

▪	Non-Executive Chairman of the Board

▪	Audit Committee

▪	Compensation Committee

◦	Verint Systems Inc.

▪	Chair of the Nominating and Governance Committee

•	Business Experience:

◦	Managing partner and general partner, Egan-Managed Capital, a venture capital firm (since October 1998)

◦	EMC Corporation

▪	Executive Vice President, Products and Offerings (May 1997 to September 1998)

▪	Executive Vice President, Sales and Marketing (January 1992 to June 1996)

▪	Various executive positions, including Executive Vice President, Operations and Executive Vice President, International Sales (October 1986 to January 1992)

▪	Resigned as an executive officer in September 1998 and as an employee in July 2002

•	Education: Bachelor's degree in Marketing and Computer Science from Boston College

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•

Qualifications and Skills: Mr. Egan has spent his entire career in the IT industry. His broad experience ranges from venture capital investments in early-stage technology companies to extensive sales and marketing experience, to executive leadership and management roles. Mr. Egan brings to the Board business acumen, substantial operational experience, and expertise in corporate strategy development, as well as a deep understanding of EMC's people and products acquired over many years of involvement with the Company. In addition, Mr. Egan's service on other public company boards provides him with valuable experience.

•	Director Since: August 2007

•	Other Current Public Company Boards:

◦	The Bank of New York Mellon Corporation

▪	Chair of the Technology Committee

▪	Human Resources and Compensation Committee

▪	Risk Committee

•	Business Experience:

◦	Liberty Mutual Group, a diversified global insurer and the nation's third-largest property and casualty insurer

▪	Chairman (since April 2000)

▪	Chief Executive Officer (April 1998 to June 2011)

▪	President (April 1992 to June 2010)

•	Education:

◦	Bachelor's degree in Mathematics from Queen's University in Belfast, Ireland

◦	Ph.D. in Mathematics from the Massachusetts Institute of Technology

•	Qualifications and Skills: As the Chairman and former CEO of a Fortune 100 company, Mr. Kelly brings to the Board a wealth of complex management, worldwide operational and financial expertise. He also brings in-depth knowledge of the opportunities and challenges facing global companies. In addition, Mr. Kelly's service on another public company board provides him with valuable experience.

•	Director Since: August 2012

•	Business Experience:

◦	President and Vice Chairman of Kissinger Associates, Inc., an international consulting firm (since January 2009)

◦	Senior Advisor on Geopolitical Risk to Barclays Capital, an international investment bank (since June 2009)

◦	Global Head of Sovereign Risk at Lehman Brothers, a former investment bank (June 2005 to September 2008)

◦	Various positions at the United States Central Intelligence Agency, including Deputy Director for Intelligence (1983-2005)

◦	Member of the President's Intelligence Advisory Board (since December 2009)

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•	Education:

◦	Bachelor's degree in Political Science and Economics from Pepperdine University

◦	Master's degree in International Studies from the University of Denver

•

Qualifications and Skills: Ms. Miscik has had a long and distinguished career in the intelligence field. While at the CIA, Ms. Miscik led the analytic directorate producing the President's daily intelligence briefings and in-depth intelligence assessments, managed a global workforce and large budgets. Combined with her current operational experience leading an elite international consulting enterprise with clients operating around the world, Ms. Miscik has demonstrated leadership skills, global perspective, and strategic insight. She brings to the Board a unique perspective on international and government affairs, and expertise in risk analysis and geopolitics.

•	Director Since: December 2001

•	Business Experience:

◦	Korn/Ferry International, a premier global provider of talent management solutions

▪	Vice Chairman (July 2001 until his retirement in December 2003)

▪	President and Chief Executive Officer (December 1998 to June 2001)

▪	Chief Operating Officer (May 1997 to December 1998)

▪	Various other positions from 1976 to 1997

▪	Director (June 1992 to November 2002)

•	Education:

◦	Bachelor's degree in Mechanical Engineering from Worcester Polytechnic Institute

◦	MBA from Babson College

•

Qualifications and Skills: With more than 35 years of experience working with organizations and management structures, compensation, recruiting and succession planning, Mr. Priem brings to the Board a wealth of knowledge in talent management and executive compensation. While President and CEO of Korn/Ferry International, Mr. Priem conducted more than one hundred high profile executive searches for major global companies and led its successful initial public offering in 1999. Mr. Priem has significant operating experience and proven business acumen working with senior executives on a global basis. In addition, he served for three years as an officer in the U.S. Navy.

•	Director Since: December 2007

•	Other Current Public Company Boards:

◦	Akamai Technologies, Inc.

◦	iRobot Corporation

▪	Chair of the Nominating and Corporate Governance Committee

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•	Business Experience:

◦	Akamai Technologies, Inc., a provider of services for accelerating the delivery of content and applications over the Internet

▪	Executive Vice Chairman (since January 2013)

▪	Chief Executive Officer (April 2005 to December 2012)

▪	President (October 2011 to December 2012 and May 1999 to September 2010)

▪	Joined in October 1998 as Vice President and Chief Operating Officer

◦	Member of the President's National Security Telecommunications Advisory Committee (appointed by President Barack Obama in December 2010)

•	Education: Northwestern University's Medill School of Journalism

•

Qualifications and Skills: As the former President and CEO of a fast-growing, industry-leading S&P 500 company, Mr. Sagan has significant experience leading a complex, international technology enterprise, extensive knowledge of internet-based technologies and business acumen. During his career, Mr. Sagan has led visionary technology and media companies and consulted with the World Economic Forum. In addition, Mr. Sagan's service on other public company boards provides him with valuable experience.

•	Director Since: October 2003 and Lead Director since January 2006

•	Other Current Public Company Boards:

◦	VMware, Inc. (EMC holds approximately 80% economic interest in VMware)

▪	Chair of the Compensation and Corporate Governance Committee

▪	Mergers and Acquisitions Committee

◦	Imperva, Inc.

▪	Audit Committee

•	Former Public Company Boards (within the past 5 years):

◦	Successfactors, Inc.

▪	Chairperson of the Board

▪	Chair of the Nominating and Corporate Governance Committee

▪	Chair of the Compensation Committee

•	Business Experience:

◦	Greylock Partners, a venture capital firm

▪	Venture Partner (since January 2001)

▪	General Partner (1980 to 2001)

▪	General Partner of several partnerships formed by Greylock

•	Education:

◦	Bachelor's degree from Dartmouth College

◦	MBA from Harvard Business School

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•

Qualifications and Skills: Mr. Strohm has more than 30 years of experience as an early-stage venture capital investor, principally in the information technology industry. He has been a primary investor, and served in board leadership roles, in several companies which have grown to become publicly-traded. This experience has provided him with a deep understanding of the IT industry, and the drivers of structural change and high-growth opportunities in IT. He has also gained significant experience overseeing corporate strategy, assessing operating plans, and evaluating and developing business leaders. His service as board chair, lead director, and committee chair for several public companies has given him a broad experience base for serving as our Lead Director.

•	Director Since: January 2001 and Chairman of the Board since January 2006

•	Other Current Public Company Boards:

◦	VMware, Inc. (EMC holds approximately 80% economic interest in VMware)

▪	Chairman of the Board of Directors

▪	Mergers and Acquisitions Committee

◦	Paychex, Inc.

▪	Lead Independent Director

▪	Chairman of the Governance and Compensation Committee

•	Business Experience:

◦	EMC Corporation

▪	Chief Executive Officer (since January 2001)

▪	President (January 2000 to July 2012)

▪	Chief Operating Officer (January 2000 to January 2001)

◦	Deputy Chief Executive Officer, Getronics N.V., an information technology services company (June 1999 through December 1999)

◦	Chairman of the Board and Chief Executive Officer, Wang Global, an information technology services company (December 1993 to June 1999)

•	Education:

◦	Bachelor's degree in Marketing from Manhattan College

◦	MS in Business Policy from Columbia University

•

Qualifications and Skills: During his tenure at EMC, Mr. Tucci has led EMC through a period of dramatic transformation and revitalization, continued market share gains and sustained revenue growth. Mr. Tucci has spent more than 40 years in the technology industry in senior roles at large, complex and global technology companies. Mr. Tucci's deep knowledge of all aspects of our business, combined with his drive for innovation and excellence, position him well to serve as our Chairman and CEO. In addition, Mr. Tucci's service on other public company boards provides him with valuable experience.

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1	Includes services for the audit of our financial statements and internal control over financial reporting, the review of the interim financial statements included in our quarterly reports on Form 10-Q and other professional services provided in connection with statutory and regulatory filings or engagements.

2	Includes employee benefit plan compliance, acquisition-related support and other technical, financial reporting and compliance services.

3	EMC engages PwC to perform audit-related and tax services where it believes there are efficiencies to using its independent auditors, who are familiar with EMC's processes and procedures.

4	Includes tax compliance and tax consulting services in 2012 and 2011.

5	Includes consulting services performed by a company acquired by PwC in 2011.

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*	A reconciliation of our GAAP to non-GAAP results can be found in Exhibit E to this Proxy Statement.

•	Base salary is used to compensate our executive officers for performing their day-to-day responsibilities. Base salary represents approximately 5% of our CEO's total compensation opportunity and, on average, approximately 12% of our other Current Named Executive Officers' (as defined below) total compensation opportunity.

•

Cash bonuses are used to drive the achievement of specified corporate, business unit, individual, strategic, operational and financial performance goals. Our executive officers will receive bonuses only if they achieve challenging performance goals set by the Compensation Committee, with limits on the amount of compensation that can be earned for any year. Cash bonuses represent approximately 8% of our CEO's total compensation opportunity and, on average, approximately 13% of our other Current Named Executive Officers' total compensation opportunity.

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•	Equity incentives are used to drive the achievement of EMC's long-term strategic goals and align the executives' interests with those of EMC shareholders. Equity incentives represent the significant majority of our Named Executive Officers' total compensation opportunity.

*	Mr. Tucci's base salary and target cash bonus have not increased since 2001.

**	Amounts represent the aggregate of (i) 2012 cash compensation from EMC through the end of August 2012 at which time Mr. Gelsinger became CEO of VMware, and (ii) 2012 cash compensation from VMware for the remainder of the year.

*	4.2% of these awards did not become eligible to vest in February 2013 and were forfeited.

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•	increase the number of shares of common stock available for grant under the plan by 60,000,000;

•	extend the expiration date of the plan to May 1, 2023; and

•	make certain other administrative changes.

•	providing them with motivation to achieve our financial goals;

•	promoting retention through the use of multi-year vesting schedules;

•	encouraging loyalty;

•	fostering alignment with the interests of EMC shareholders; and

•	providing incentives that are competitive with those of companies with which EMC competes for talent.

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•	Stock options and stock appreciation rights may not have a term in excess of ten years, may not be repriced without shareholder approval and may not be granted at a discount to the fair market value of our common stock on the grant date;

•	No material amendments to the plan may be made without shareholder approval;

•	Restricted stock and restricted stock unit awards have minimum vesting periods;

•	The fungible share design effectively limits the number of “full-value” restricted stock and restricted stock unit awards that may be granted under the 2003 Stock Plan since these awards are counted against the plan's share reserve as two shares for every one share issued in connection with such awards;

•	Shares retained by or delivered to the Company to pay the exercise price of a stock option or withholding taxes in connection with an award, unissued shares resulting from the settlement of stock appreciation rights in common stock and shares purchased by us in the open market using the proceeds of stock option exercises do not become available for issuance as future awards;

•	Dividend payments (if any) on restricted stock and/or restricted stock unit awards, including performance awards and time-based awards, are subject to the same vesting restrictions as the underlying awards;

•	EMC may cancel outstanding awards or “clawback” the value of awards recently realized if officers or other senior employees engage in activity detrimental to EMC; and

•	Awards made under the plan may qualify as “performance-based compensation” under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”).

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•	the individuals to receive awards;

•	the types of awards to be granted;

•	the terms and conditions of the awards, including the number of shares and exercise price of the awards;

•	the time when the awards become exercisable or will vest, or the restrictions to which an award is subject will lapse; and

•	whether options will be incentive stock options.

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•

Stock Options. Stock options represent the right to purchase shares of common stock within a specified period of time at a specified price. The exercise price for a stock option will be not less than 100% (110% for an incentive stock option granted to a 10% or more shareholder) of the fair market value of common stock on the date of grant. All stock options will expire no more than ten years (five years in the case of an incentive stock option granted to a 10% or more shareholder) after the date of grant.

•

Awards of Restricted Stock and Restricted Stock Units. Restricted stock is common stock that is subject to a risk of forfeiture or other restrictions that will lapse upon satisfaction of specified conditions. Restricted stock units represent the right to receive shares of common stock in the future, with the right to future delivery of the shares subject to a risk of forfeiture or other restrictions that will lapse upon satisfaction of specified conditions. Subject to any restrictions applicable to the award, a participant holding restricted stock, whether vested or unvested, will be entitled to enjoy all rights of a shareholder with respect to such restricted stock, including the right to receive dividends and vote the shares. Any dividends payable on the restricted stock awards, including performance awards and time-based awards, will be subject to the same restrictions as the underlying award. A participant holding restricted stock units is not entitled to voting or other shareholder rights, but, subject to any restrictions applicable to the award, will be entitled to receive dividends. Any dividends payable on the restricted stock unit awards, including performance awards and time-based awards, will be subject to the same restrictions as the underlying award. Awards of restricted stock or restricted stock units, other than awards granted to Eligible Directors, will not vest fully in less than two years following the date of grant, but awards that vest upon the achievement of performance goals or that are granted upon the over-achievement of performance goals will not vest fully in less than one year following the date of grant.

•

Stock Appreciation Rights. Stock appreciation rights entitle the holder upon exercise to receive shares of common stock having a value equal to the excess of (i) the value of the number of shares with respect to which the right is being exercised (which value is based on fair market value at the time of such exercise) over (ii) the exercise price applicable to such shares. The exercise price for a stock appreciation right will not be less than 100% of the fair market value of common stock on the date of grant. All stock appreciation rights will expire no later than ten years after the date of grant.

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•	increase the number of shares of common stock available for grant under such plan by 30,000,000;

•	create a sub-plan applicable to non-U.S. employees (the “Sub-Plan”) that provides for (i) the modification of plan terms or the establishment of rules in order to comply with local law or (ii) the exclusion of non-U.S. employees to the extent participation is contrary to local law or is otherwise not advisable or practicable for EMC; and

•	make certain other administrative changes.

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•

The requirement that shareholders owning at least 25% of EMC's outstanding shares of stock must initiate the written consent process by requesting that the Board of Directors set a record date for the shareholder action. The Board believes that a 25% threshold is appropriate so that a proposed action having minimal shareholder support does not result in unnecessary expense and disruption to EMC and its shareholders. In addition, this is similar to the 25% threshold that must be met in order for shareholders to request a special meeting of shareholders.

•

The requirement that shareholders requesting a record date for action by written consent have full voting and economic rights in their shares of stock in order for those shares to count toward the 25% threshold, as determined in accordance with the definition of “ownership” in the Articles of Organization. The Board believes that this provision is appropriate in the written consent context in order to ensure that shareholders requesting action by written consent have a full ownership stake when they are soliciting votes for a proposed action.

•	The requirement that consents must be solicited from all EMC shareholders, so that all shareholders have the opportunity to consider and act on the proposal.

•	The requirement that the shareholders' record date request include certain information relating to the proposed action and the requesting shareholders required under the advance notice provisions of the Bylaws, in order to provide

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The requirement that the Board of Directors set a record date within a specified time frame in order to provide a prompt and orderly process for shareholder action. The Board need not set a record date in limited cases (described below and in the Bylaws) where a matter is not a proper subject for action by written consent. If no record date is set within the specified time frame, and the matter is a proper subject for action by written consent, a default record date under the Bylaws will apply.

•

The requirement that the written consent process may not be used for certain actions, including (1) if the Board of Directors has called or calls for an annual or special meeting to be held within 90 days after delivery of the record date request and that meeting is to include the business specified in the request, which (among other things) would allow the Board to call a special meeting of shareholders to consider the proposed action if it believes that a special meeting would best facilitate shareholder consideration of and participation with respect to the proposed action; (2) if an annual or special meeting that included the business specified in the request was held within 90 days before the delivery of the record date request; or (3) if the record date request or the solicitation of consents for the proposed action involved a violation of Regulation 14A under the Securities Exchange Act of 1934 or other applicable law. This requirement is intended to ensure that the action proposed to be taken by written consent complies with applicable law and is not duplicative of action by the Board of Directors.

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•

We make contributions to advance our public policy priorities: EMC participates in the political process to help shape public policy and address legislation that impacts the Company and our industry. For example, some of our key priorities center around cloud computing, data center consolidation, Big Data “analytics”, cybersecurity and science, technology, engineering and mathematics education. While we do not expect recipients of contributions to agree at all times with our positions on all issues, we seek to support individuals who will promote the interests of the Company. For more information, see http://www.emc.com/corporate/investor-relations/governance/corporate-governance.htm.

•

Our Political Contributions Policy governs our contributions: Since 2007, we have had a publicly available Political Contributions Policy which outlines procedures for contributions made with corporate funds. The Political Contributions Policy also describes oversight of the EMC Political Action Committee (the “EMC PAC”), a nonpartisan committee registered with the Federal Election Commission. The EMC PAC is funded entirely with voluntary employee contributions; no corporate funds are used to fund the EMC PAC. For more information, see http://www.emc.com/corporate/investor-relations/governance/corporate-governance.htm.

•

We require that contributions be approved in advance: Any proposed political contribution by EMC, whether monetary or “in-kind,” must be submitted in advance to EMC's Office of Corporate Government Affairs and the Chief Compliance Officer for pre-approval. Any contribution by the EMC PAC must be reviewed and approved by the EMC PAC Board. Our due diligence process includes, among other things, consideration of whether the recipient of a contribution represents a state or district where a major EMC facility is located, supports employee interests in his or her district, serves on a Congressional committee with jurisdiction over issues of importance to EMC's business, or has been supportive of the IT industry on key issues. Contributions may be made to members of all political parties and are made without regard to the political preferences of EMC executives.

•

We have Board oversight over political contributions: The Corporate Governance and Nominating Committee (the “Governance Committee”) of your Board of Directors regularly reviews our corporate political activity and EMC PAC activity, including review of our semi-annual disclosure statements, key public policy priorities and the appropriateness of EMC's political contributions policies and procedures.

•

We publicly disclose political contributions and trade association membership information: EMC makes information about our corporate political contributions publicly available on our website. Since 2007, we have disclosed all corporate political contributions and since 2011, our major U.S. trade association memberships, including the percentage of our dues allocated by trade associations to lobbying expenses and political expenditures. For more information, see http://www.emc.com/corporate/investor-relations/governance/corporate-governance.htm.

•

We comply with government reporting requirements: All expenditures and/or political activity that must be disclosed under government reporting requirements are filed with the Federal Election Commission, U.S. Senate or Massachusetts Secretary of State, as applicable. Links to these reports are available on our website at http://www.emc.com/corporate/investor-relations/governance/corporate-governance.htm.

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•

Board Leadership Structure. Our Bylaws and Corporate Governance Guidelines permit the roles of Chairman and Chief Executive Officer to be filled by the same or different individuals. This allows the Board flexibility to determine whether the two roles should be combined or separated based upon our needs and the Board's assessment of its leadership from time to time. The Board and the Governance Committee review the structure of Board and EMC leadership as part of the succession planning process on an ongoing basis.

◦	Presiding at the meetings of the Board at which the Chairman is not present, including the executive sessions of the non-management directors (as defined in the listing standards of the NYSE) and independent directors, establishing the agendas for such executive sessions and providing appropriate feedback to the CEO regarding these meetings;

◦	Acting as a liaison between the independent directors and the Chairman;

◦	Facilitating discussions among the independent directors on key issues and concerns outside of Board meetings;

◦	Having the authority to call meetings of the independent directors;

◦	In collaboration with the Chairman, setting an appropriate schedule of and standing agenda for Board meetings, as well as preparing agendas for Board meetings;

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◦	In collaboration with the Chairman, providing for the quality, quantity and timeliness of the flow of information from management to the Board that is necessary for the independent directors to effectively and responsibly perform their duties;

◦	In collaboration with the Leadership and Compensation Committee, approving CEO goals, evaluating CEO performance, setting CEO compensation levels and reviewing CEO succession planning; and

◦	In collaboration with the Governance Committee, making recommendations to the Board regarding committee members and chairs and overseeing the performance evaluations of the Board, each of the applicable committees and the individual directors.

•	Risk Oversight. The Board of Directors is responsible for overseeing risk management at the Company. The Board regularly considers our risk profile when reviewing our overall business plan and strategy and when making decisions impacting the Company.

◦	Less than 20% of each Named Executive Officer's (as defined below) total annual compensation is provided through the cash bonus plans. These plans contain limits on the amount of compensation that can be earned for any year. Moreover, EMC incents executives through multiple cash bonus plans and multiple performance targets that are weighted differently under each plan.

◦

The majority of EMC's executive compensation opportunity is provided in the form of a well-balanced portfolio of equity awards with multiple performance targets that are weighted differently under each type of award, multi-year vesting schedules of up to five years and deferred vesting subject to continued employment with EMC to provide strong incentives for sustained performance and sustained shareholder value.

◦	For many years, EMC has been committed to pay-for-performance. In line with this philosophy, the Committee grants equity awards with performance elements to focus executive officers on achieving strategic, operational and financial goals that will lead to long-term shareholder value and encourage our executive officers to take a long-term view of the business.

◦	The financial targets used in the compensation program align with the Board-approved operating plan for the Company.

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◦	EMC has strong stock ownership guidelines which help align the interests of our executive officers with shareholders' interests in the long-term performance of EMC stock. In 2012, the Committee increased the stock ownership guidelines for certain executives.

◦	EMC has strong stock holding guidelines under which each executive officer must hold throughout the year at least 75% of his or her total equity holdings (measured as of January 1). In addition, each executive officer may sell only a limited number of shares each quarter.

◦	EMC has a long-standing clawback policy with recovery of cash and equity incentive compensation applicable to all EMC employees.

◦	EMC does not permit any employees to “hedge” ownership of EMC securities.

◦	EMC's change in control agreements provide severance payments and vesting of equity awards only on a “double trigger” basis.

◦	The independent compensation consultant for the Committee only provides services for the Committee and is not permitted to provide any services to the Company unless pre-approved by the Committee.

◦	The Committee has final authority in administering the executive compensation program.

•	Succession Planning. We engage in succession planning at all levels of the Company.

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◦

Every member of the executive leadership team meets with the CEO and the Executive Vice President, Human Resources on a regular basis to assess talent management actions; consider the strategy and goals of each executive's group in the context of EMC's overall strategy; analyze each group's structure and identify any gaps; develop a plan for each group by identifying the roles, responsibilities, priorities and actions needed to drive success; and based on the plan, develop a strategy to build talent, including an assessment of bench strength, development of high-potential employees and alignment of the succession plan to EMC's business strategy.

◦	The Leadership and Compensation Committee reviews in detail the results of the organization and talent review and also engages in talent management and succession planning discussions throughout the year.

◦	The CEO discusses EMC's organization and talent review with the Board of Directors. The Board also regularly discusses succession planning throughout the year.

•	Annual Election of Directors. Each director is required to stand for election annually.

•

Majority Vote for Directors. A majority vote standard, as described in our Bylaws, applies to the election of directors. In addition, our Corporate Governance Guidelines require any incumbent nominee for director, other than in a Contested Election Meeting (as defined in our Bylaws), who does not receive more votes cast “for” his or her election than cast “against” his or her election to promptly tender his or her resignation. The Governance Committee will assess the appropriateness of the director continuing to serve and recommend to the Board the action to be taken regarding a tendered resignation. Set forth below are procedures of the Board and Governance Committee to be used if such majority vote policy is triggered:

◦

In considering whether it is appropriate for a nominee to continue to serve as a director, the Governance Committee will act promptly and consider all factors deemed relevant, including any known reasons why shareholders voted “against” the director, the length of service and qualifications of the director in question, the director's contributions to EMC, the director's particular area of expertise or experience, and compliance with listing standards;

◦

The Board will act on the Governance Committee's recommendation promptly, but in any event not later than 90 days following the certification of the shareholder vote. The Board will consider the factors considered by the Governance Committee and any other factors it deems relevant. Board action may include acceptance of the tendered resignation, adoption of measures designed to address the issues underlying the “against” votes for such director or rejection of the tendered resignation. Following the Board's decision, EMC will promptly disclose the Board's decision and process (including, if applicable, the reasons for rejecting the tendered resignation) in a periodic or current report filed with the SEC;

◦	If a director's resignation is accepted by the Board, the Board will determine whether to fill such vacancy or to reduce the size of the Board; and

◦

The process described above of determining whether or not to accept a tendered resignation will be managed by the independent directors. Further, any director who tenders his or her resignation pursuant to EMC's majority vote policy will not participate in the Governance Committee recommendation or Board consideration regarding whether or not to accept the tendered resignation. If a majority of the members of the Governance Committee receive more votes cast “against” than “for” at the same election, then the independent directors who are on the Board who did not receive such votes will consider the tendered resignations.

•	Board Self-Assessments. The Governance Committee, together with the Lead Director, oversees an annual evaluation process as follows:

◦	Each director evaluates the Board as a whole;

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◦	Each member of the standing committees of the Board of Directors evaluates the committees on which he or she serves; and

◦	Each director prepares an individual self-evaluation.

•	Executive Sessions of Directors. The non-management directors meet in executive session in connection with each regularly scheduled Board meeting, and the independent directors meet in executive session at least once each year. The Lead Director acts as presiding director for such executive sessions.

•

Shareholder Communications. To enable open communications, EMC provides various means for shareholders and other interested parties to contact the non-management directors, the Audit Committee and the Leadership and Compensation Committee (see “Board Independence and Committees - Communications with the Board” below). The Board strives to provide clear, candid and timely responses to any substantive communication it receives. In order to build constructive, informed relationships with shareholders and encourage transparency and accountability, directors may also be available for dialogue with shareholders from time to time, as appropriate. In addition to these communications, it is the Board's policy in accordance with our Corporate Governance Guidelines to provide a response to any shareholder proposal that receives a majority vote.

•

Director Orientation and Continuing Education. The Board believes that director orientation and education is integral to Board and committee performance and effectiveness. The Board's director orientation program emphasizes EMC's business and strategic plans, and includes site visits, presentations and meetings with management. In addition, management, outside advisors and others regularly provide continuing education to the Board on topics such as current regulatory matters, legislative affairs, and developments within the IT industry. Directors are also encouraged to participate in external educational programs related to their responsibilities as directors and to EMC's business.

•

Director Stock Ownership Guidelines. The Board believes that non-management directors should hold a significant equity interest in EMC. We have had director stock ownership guidelines in place for many years. Under these guidelines, each non-management director is expected to own, within five years after becoming a director, shares of EMC common stock with a value equal to five times the annual Board retainer, excluding any committee retainers or fees. In February 2013, the Board approved an increase in the annual Board retainer and a consequent increase in the director stock ownership guidelines. As of March 1, 2013, all of the non-management directors are in compliance with these guidelines. We also have executive stock ownership guidelines - for more information, please see “Compensation Discussion and Analysis - Stock Ownership Guidelines” on page 67 of this Proxy Statement.

•

Sustainability. The Governance Committee is responsible for overseeing EMC's sustainability efforts which are founded on three pillars: Sustaining Ecosystems (the environmental dimension), Strengthening Communities (the social dimension) and Delivering Value (the economic dimension). These pillars are built on a foundation of Transformative IT: the transformation of how IT products are designed, produced, used, and managed at end of life; how IT services are delivered, secured, and consumed; and how information is leveraged to derive new knowledge for business and society. We believe that integrating environmental, social and financial considerations in our business strategy and decisions is integral to growing the success of EMC and benefits our shareholders, employees, customers, suppliers and communities. By developing sustainable business practices throughout EMC and helping our customers optimize their data centers and their businesses, we create competitive advantage, build trust and pave the way for continued long-term corporate success. For more information, please see our 2012 Annual Report on Form 10-K and www.emc.com/corporate/sustainability/index.htm.

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•

Political Contributions. The Governance Committee oversees our political spending activity. We participate in the political process to help shape public policy and address legislation that impacts EMC and our industry. Our involvement aims to ensure that the interests of our customers, shareholders, employees and other stakeholders are fairly represented at all levels of government. Our corporate political contributions, membership dues we pay to major U.S. trade associations and the percentage of such dues that is used for political spending, and activity of the EMC Political Action Committee (which is funded entirely by voluntary employee contributions and no corporate funds) are disclosed on our website. For more information, including a description of our public policy priorities, please see www.emc.com/corporate/investor-relations/governance/corporate-governance.htm.

•	Simple Majority Vote. There are no supermajority voting requirements in our Articles of Organization or Bylaws.

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*	Nominee for director

**	Less than 1%

1	Except as otherwise noted, all persons have sole voting and investment power of their shares. All amounts shown in this column include shares obtainable upon exercise of stock options currently exercisable or exercisable within 60 days of March 1, 2013.

2

Based solely on the Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 6, 2013. The Schedule 13G/A provides that, as of December 31, 2012, BlackRock, Inc. beneficially owns in the aggregate 145,059,432 shares of common stock and that it has sole power to vote or direct the voting of 145,059,432 of such shares and to dispose or direct the disposition of 145,059,432 of such shares. The address of BlackRock, Inc. is 40 East 52nd Street, New York, NY 10022.

3	Mr. Brown is deemed to own [•] of these shares by virtue of options to purchase these shares.

4	Mr. Burton is deemed to own [•] of these shares by virtue of options to purchase these shares.

5	Does not include restricted stock units held by the following individuals: Mr. Brown ([•]); Mr. Burton ([•]);

6	Mr. Cowen is deemed to own [•] of these shares by virtue of options to purchase these shares.

7	Ms. Deegan is deemed to own [•] of these shares by virtue of options to purchase these shares.

8	Mr. DiStasio is deemed to own [•] of these shares by virtue of options to purchase these shares.

9	Mr. Egan is deemed to own [•] of these shares by virtue of options to purchase these shares.

10	Mr. Elias is deemed to own [•] of these shares by virtue of options to purchase these shares.

11	Mr. Gelsinger is deemed to own [•] of these shares by virtue of options to purchase these shares.

12	Mr. Goulden is deemed to own [•] of these shares by virtue of options to purchase these shares.

13	Mr. Kelly is deemed to own [•] of these shares by virtue of options to purchase these shares.

14	Mr. Priem is deemed to own [•] of these shares by virtue of options to purchase these shares.

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15	Mr. Sagan is deemed to own [•] of these shares by virtue of options to purchase these shares.

16	Mr. Scannell is deemed to own [•] of these shares by virtue of options to purchase these shares.

17	Mr. Strohm is deemed to own [•] of these shares by virtue of options to purchase these shares.

18	Mr. Teuber is deemed to own [•] of these shares by virtue of options to purchase these shares.

19	Mr. Tucci is deemed to own [•] of these shares by virtue of options to purchase these shares.

20	Includes [•] shares of common stock beneficially owned by all executive officers and directors as a group by virtue of options to purchase these shares. Excludes shares as to which such individuals have disclaimed beneficial ownership. Excludes [•] restricted stock units held by all executive officers and directors as a group.

1	Does not include an aggregate of 8,501,799 shares of common stock to be issued (subject to vesting) upon the exercise of outstanding options, with a weighted-average exercise price of $5.43 per share, assumed by EMC in connection with various acquisitions. The option plans relating to such outstanding options were approved by the respective security holders of the acquired companies.

2	Includes 7,697,164 shares of common stock available for future issuance under our Amended and Restated 1989 Employee Stock Purchase Plan.

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*	EPS was calculated on a non-GAAP basis. A reconciliation of our GAAP to non-GAAP EPS results can be found in Exhibit E to this Proxy Statement.

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*	A reconciliation of our GAAP to non-GAAP results can be found in Exhibit E to this Proxy Statement.

•	Base salary represents approximately 5% of our CEO's total compensation opportunity and, on average, approximately 12% of our other Current Named Executive Officers' (as defined below) total compensation opportunity.

•	Cash bonuses represent approximately 8% of our CEO's total compensation opportunity and, on average, approximately 13% of our other Current Named Executive Officers' total compensation opportunity.

•	Equity incentives represent approximately 87% of our CEO's total compensation opportunity and, on average, approximately 75% of our other Current Named Executive Officers' total compensation opportunity.

*	Mr. Tucci's base salary and target cash bonus have not increased since 2001.

**	Amounts represent the aggregate of (i) 2012 compensation from EMC through the end of August 2012 at which time Mr. Gelsinger became CEO of VMware, and (ii) 2012 compensation from VMware for the remainder of the year.

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*	4.2% of these awards did not become eligible to vest in February 2013 and were forfeited.

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*	Reflects average compensation. Excludes compensation of Mr. Gelsinger.

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*	Mr. Tucci's base salary has not increased since 2001.

*	Mr. Tucci's total target annual bonus opportunity has not increased since 2001.

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*	Pro-rated target amounts, taking into account Mr. Gelsinger's resignation from EMC in August 2012.

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*

For purposes of calculating achievement of the EPS target, the impact of restructuring and acquisition-related charges, stock-based compensation expense, intangible asset amortization, amortization of VMware's capitalized software from prior periods, a release of the residual reserve associated with a sophisticated cyber attack on our RSA division in 2011, a loss on interest rate swaps, a gain on strategic investment and special tax charges for 2012 were excluded. In addition, the benefit of the R&D tax credit for 2012 was included in the non-GAAP results for the full year 2012. For purposes of calculating achievement of the free cash flow target, free cash flow was defined as net cash provided by operating activities less additions to property, plant and equipment and capitalized software development costs. A reconciliation of our GAAP to non-GAAP results can be found in Exhibit E to this Proxy Statement.

**

These numbers reflect actual achievement. However, the Compensation Committee exercised negative discretion to reduce the payout for the non-GAAP EPS achievement to include the impact of EMC's actual expenditures incurred in 2012 related to a sophisticated cyber attack on our RSA division in 2011, which were excluded from our 2012 non-GAAP results. This reduced the payout for the EPS component under the plan from 100% to 99%.

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•	Drive IT transformation as part of the journey to cloud computing;

•	Expand global market opportunities;

•	Strengthen long-term leadership position in Big Data;

•	Implement growth initiatives in multiple business units; and

•	Achieve successful and smooth organizational changes.

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*	Cash EBIT was calculated on a non-GAAP basis. A reconciliation of our GAAP to non-GAAP results can be found in Exhibit E to this Proxy Statement.

*	Pro-rated target amounts and actual payments, taking into account the duration of each participant's participation in the plan.

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•	to motivate our employees, including the Named Executive Officers, to achieve EMC's financial goals;

•	to tie a portion of the compensation of our employees, including the Named Executive Officers, to the value of our common stock; and

•	to promote retention through the use of multi-year vesting schedules.

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*	EPS was calculated on a non-GAAP basis. The achievement of the EPS target was calculated in the same manner as provided under the 2012 Corporate Incentive Plan. A reconciliation of our GAAP to non-GAAP results can be found in Exhibit E to this Proxy Statement.

*	4.2% of these awards did not become eligible to vest in February 2013 and were forfeited.

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*	The amounts reflect the fees associated with EMC's purchase from Towers Watson of global broad-based surveys that are not customized for EMC.

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1

Amounts represent the aggregate grant date fair value for stock awards and stock options in 2012, 2011 and 2010 in accordance with FASB ASC Topic 718. Performance-contingent equity grant amounts, which are the performance-based equity awards granted to the Named Executive Officers that vest based upon performance criteria other than EMC's total shareholder return, assume target shares issued, which also represent the maximum number of shares issuable under such grants. Assumptions used in the calculation of these amounts for awards in 2012, 2011 and 2010 are included in Note P to EMC's audited financial statements for fiscal year ended December 31, 2012 included in EMC's Annual Report on Form 10-K filed with the SEC on February 27, 2013. Consistent with FASB ASC Topic 718, EMC uses a Monte Carlo simulation model to value market-based stock awards, i.e., for performance-based equity awards tied to EMC's relative total shareholder return. This model estimates the fair value of the award for financial reporting purposes. The assumptions used in this model for the 2012 awards were as follows: (a) stock price volatility of 28.79% for EMC and an average stock price volatility of 34.08% for the components of the S&P 500 Technology Index; (b) risk-free interest rate of 0.27%; (c) correlation

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2

Amounts include incentive compensation earned under EMC's cash bonus plans, which are described on pages 54 to 58 of this Proxy Statement; and for Mr. Gelsinger only, the amounts also include compensation earned for fiscal year 2012 under VMware's Executive Bonus Program, which will be described in the Compensation Discussion and Analysis of VMware's Proxy Statement for its 2013 Annual Meeting of Stockholders. Also includes amounts earned by Messrs. Goulden and Gelsinger, but deferred under EMC's Deferred Compensation Retirement Plan.

3	Please see the “All Other Compensation Table” below.

4	Amounts represent the aggregate grant date fair values of the performance-based equity awards granted in August 2011, for which the specific performance goals were approved in February 2012, the performance-based equity awards granted in September 2012, for which the specific performance goals were approved in December 2012, and the time-based equity awards granted in August 2012.

5	Amount represents payments of $1,221,120 pursuant to the 2012 Corporate Incentive Plan and $246,240 pursuant to the 2012 Executive MBO.

6	Amounts represent the aggregate grant date fair values of the performance-based equity awards granted in 2010, for which the specific performance goals were approved in 2011, and the time-based equity awards granted in 2011.

7	Amounts represent the aggregate grant date fair values of the performance-based equity awards granted in 2009, for which the specific performance goals were approved in 2010, and the time-based equity awards granted in 2010.

8	Amounts represent the aggregate grant date fair values of the performance-based equity awards granted in August 2011, for which the specific performance goals were approved in February 2012, and the time-based equity awards granted in August 2012.

9	Amount represents payments of $795,000 pursuant to the 2012 Corporate Incentive Plan and $154,513 pursuant to the 2012 Executive MBO.

10	Amount represents payments of $531,325 pursuant to the 2012 Corporate Incentive Plan, $129,662 pursuant to the 2012 Executive MBO and $96,122 pursuant to the 2012 Information Storage Division Incentive Plan.

11	Amount represents payments of $347,150 pursuant to the 2012 Corporate Incentive Plan, $123,250 pursuant to the 2012 Executive MBO and $161,753 pursuant to the 2012 Information Storage Division Incentive Plan.

12	Amounts represent the aggregate grant date fair values of the performance-based equity awards granted in August 2011, for which the specific performance goals were approved in February 2012, the performance-based equity awards granted in August 2012, for which the specific performance goals were approved in December 2012, and the time-based equity awards granted in August 2012.

13	Amount represents payments of $508,800 pursuant to the 2012 Corporate Incentive Plan and $100,788 pursuant to the 2012 Executive MBO.

14	Amounts represent the aggregate grant date fair values of the time-based equity awards granted in 2010.

15	Amount represents payments of $492,900 pursuant to the 2012 Corporate Incentive Plan, $121,475 pursuant to the 2012 Executive MBO and $93,185 pursuant to the 2012 Information Storage Division Incentive Plan.

16	Amount represents $422,500 in salary earned from EMC prior to Mr. Gelsinger's resignation from EMC on August 31, 2012, and $286,604 in salary earned from VMware following his resignation from EMC.

17

Amounts represent the aggregate grant date fair values of the performance-based equity awards granted by EMC to Mr. Gelsinger in August 2011, for which the specific performance goals were approved in February 2012, the performance stock units (“VMware PSUs”) granted by VMware to Mr. Gelsinger in September 2012, and the time-based equity awards granted by VMware to Mr. Gelsinger in September 2012. The VMware PSUs were granted to Mr. Gelsinger in exchange for his agreement to cancel a Long-Term Incentive Plan award of 239,617 stock units awarded by EMC in August 2011, for which specific performance goals were approved in February 2012. See footnote 21 to the Grants of Plan-Based Awards Table in this Proxy Statement for more information about the grant date fair value of the VMware PSUs. For more information on VMware's equity awards, please see the Compensation Discussion and Analysis of VMware's Proxy Statement for its 2013 Annual Meeting of Stockholders.

18

Amount represents payments of $258,375 pursuant to the 2012 Corporate Incentive Plan, $90,613 pursuant to the 2012 Executive MBO, $108,087 pursuant to the 2012 Information Storage Division Incentive Plan and $432,441 pursuant to the 2012 VMware Executive Bonus Program. For more information on VMware's Executive Bonus Program, please see the Compensation Discussion and Analysis of VMware's Proxy Statement for its 2013 Annual Meeting of Stockholders.

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1

All aircraft use by Named Executive Officers is documented and categorized as business, personal or mixed use depending on the purpose of a flight. The purpose of a flight is determined based upon a review and analysis of flight data, the Named Executive Officer's itinerary and other relevant information. A flight is categorized as mixed use if it includes both personal and business aspects. Personal use of EMC-owned aircraft is valued based on the aggregate incremental cost to EMC determined on a per flight basis and includes the cost of fuel used, the hourly cost of aircraft maintenance, landing fees, trip-related hangar and parking costs, and crew-related costs. The incremental cost does not include “deadhead” flights (e.g., a return flight on which no passenger was on board); if included, the incremental cost would increase by $1,608 for Mr. Tucci. (Deadhead flights are categorized as business or personal based on the purpose of the immediately preceding or following flight leg, as appropriate).

2	Amounts represent a 6% matching contribution on eligible compensation paid each pay period, up to a maximum of $750 per quarter, made under the EMC 401(k) Savings Plan for 2012.

3	Amount represents the cost of an annual executive physical.

4	Amount represents the cost of spousal attendance at EMC events of $6,197 and the cost of an annual executive physical of $3,500.

5	Amount represents the cost of spousal attendance at EMC events of $9,182 and the cost of an annual executive physical of $3,639.

6	Amount represents the cost of spousal attendance at EMC events.

7	Amount represents the cost of relocation expenses paid by EMC of $1,876 and relocation expenses paid by VMware of $67,798.

8	Amount represents tax gross-ups associated with relocation expenses paid by EMC of $1,233 and tax gross-ups associated with relocation expenses paid by VMware of $31,006.

9	Amount represents matching contributions under VMware's Matching Gift Program, under which employees may contribute to qualified charitable organizations and VMware provides a matching contribution to the charity in an equal amount, up to $3,141.59 in the aggregate for each employee annually.

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1	Type of Award:

2

This column has been added to reflect the date that the Compensation Committee approved all the material terms of each grant of performance stock units and performance stock options, other than the specific performance targets, which were approved at the later date reflected in the “Grant Date” column. From an accounting perspective, the grant date for these awards is the date contained in the “Grant Date” column, which is the date on which the performance targets were approved.

3	The amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum amounts, respectively, payable under the 2012 Corporate Incentive Plan. The threshold payment is 50% of the target payment and the maximum payment is 200% of the target payment.

4	The amounts shown in the target and maximum columns reflect the amounts that will be paid if all the performance goals under the MBO for the year are achieved and if the plan is fully funded for the year.

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5	The amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum amounts, respectively, payable under the 2012 Information Storage Division Incentive Plan. The threshold payment is 50% of the target payment and the maximum payment is 200% of the target payment.

6	The exercise price of each stock option equals the closing price of our common stock on the date the Compensation Committee awarded the option, as reported in the “Award Date” column for performance stock options and the “Grant Date” column for time-based stock options.  Please see footnotes 2 and 7 for additional information.

7	This column reflects the closing market price on the grant date, as determined from an accounting perspective, and as reported in the “Grant Date” column for both performance stock options and time-based stock options.  See footnote 2 for additional information.

8	Represents the grant date fair value of each of these awards calculated in accordance with FASB ASC Topic 718. Amount assumes the target number of shares is issued. The target number of shares and the maximum number of shares issuable under the award are the same.

9

The amounts shown in the target and maximum columns reflect the number of performance stock units that are eligible to vest commencing in 2013 subject to the achievement of 2012 performance goals. The amount shown in the threshold column reflects the number of performance stock units that are eligible to vest commencing in 2013 if threshold targets are achieved. The threshold number of performance stock units is 25% of the target number of performance stock units. 95.8% of these performance stock units became eligible to vest in February 2013, and one-third vested on February 6, 2013 and one-half of the remaining units will vest on each of February 1, 2014 and 2015. The remaining 4.2% of these units were forfeited since the 2012 performance goals were not fully achieved.

10

The amounts shown in the target and maximum columns reflect the number of performance stock options that are eligible to vest commencing in 2013 subject to the achievement of 2012 performance goals. The amount shown in the threshold column reflects the number of performance stock options that are eligible to vest commencing in 2013 if threshold targets are achieved. The threshold number of performance stock options is 25% of the target number of performance stock options. 95.8% of these performance options became eligible to vest in February 2013, and one-fourth vested on February 6, 2013 and one-third of the remaining options will vest on each of February 1, 2014, 2015 and 2016. The remaining 4.2% of these options were forfeited since the 2012 performance goals were not fully achieved.

11	25% of these units will vest on each of August 8, 2013, 2014, 2015 and 2016.

12	20% of these options will vest on each of August 8, 2013, 2014, 2015, 2016 and 2017.

13

The amounts shown in the target and maximum columns reflect the number of performance stock units that are eligible to vest in 2015 subject to the achievement of 2013-2014 performance goals (the “Leadership Development and Performance Awards”). The amount shown in the threshold column reflects the number of performance stock units that are eligible to vest in 2015 if threshold targets are achieved. The threshold number of performance stock units is 53.75% of the target number of performance stock units. If any of these units become eligible to vest, they will vest in 2015. For more information on the Leadership Development and Performance Awards, please see pages 62 to 63 of this Proxy Statement.

14

With respect to 151,458 performance stock units (or 62.5% of the award), the grant date fair value was calculated using the Monte Carlo simulation model (as described in footnote 1 to the Summary Compensation Table). With respect to 90,875 performance stock units (or 37.5% of the award), the grant date fair value was calculated using the closing price of the common stock on December 13, 2012, the date on which the revenue target for this portion of the award was approved by the Compensation Committee.

15

The amounts shown in the target and maximum columns reflect the number of performance stock units that are eligible to vest commencing in 2015, subject to the achievement of 2012-2014 performance goals. The amount shown in the threshold column reflects the number of performance stock units that are eligible to vest commencing in 2015 if threshold targets are achieved. The threshold number of performance stock units is 50% of the target number of performance stock units. If any of these awards become eligible to vest, 50% of them will vest in each of 2015 and 2016.

16

The amounts shown in the target and maximum columns reflect the number of performance stock units that are eligible to vest commencing in 2016, subject to the achievement of 2013-2015 performance goals. The amount shown in the threshold column reflects the number of performance stock units that are eligible to vest commencing in 2016 if threshold targets are achieved. The threshold number of performance stock units is 50% of the target number of performance stock units. If any of these awards become eligible to vest, 50% of them will vest in each of 2016 and 2017.

17

With respect to 56,797 performance stock units (or 62.5% of the award), the grant date fair value was calculated using the Monte Carlo simulation model (as described in footnote 1 to the Summary Compensation Table). With respect to 34,078 performance stock units (or 37.5% of the award), the grant date fair value was calculated using the closing price of the common stock on December 13, 2012, the date on which the revenue target for this portion of the award was approved by the Compensation Committee.

18

The amounts shown are possible payouts for 2012 under VMware's 2012 Executive Bonus Program. These amounts were based on Mr. Gelsinger's 2012 base salary and position. The 2012 program included corporate and individual performance goals with 75% of Mr. Gelsinger's target amount tied to corporate performance goals. Threshold payments were set at 80% of the target amounts and were tied to achievement of VMware's corporate financial goals. Accordingly, threshold bonus amounts were 60% of the target amounts for Mr. Gelsinger. Maximum payments were set at 200% of the target amounts. For more information on VMware's 2012 Executive Bonus Program, please see the Compensation Discussion and Analysis of VMware's Proxy Statement for its 2013 Annual Meeting of Stockholders.

19	Represents performance stock units (“VMware PSUs”) granted in September 2012 under VMware's 2007 Equity and Incentive Plan. These VMware PSUs were granted in exchange for Mr. Gelsinger's agreement to cancel the Long-Term Incentive Plan award of 239,617 stock units granted to him by EMC on August 3, 2011 and valued on February 2, 2012.

20

The VMware PSU award will vest if VMware meets a designated revenue growth target over a three-year period commencing January 1, 2012. The award for 44,052 PSUs will convert into VMware's Class A common stock at a ratio ranging from 0.5 to 2.0 shares for each VMware PSU, depending upon the degree of performance. Vesting in the VMware PSU award will not occur, and no units will be issued, for performance below minimum thresholds specified in the award. For more information regarding VMware PSUs, please see the Compensation Discussion and Analysis of VMware's Proxy Statement for its 2013 Annual Meeting of Stockholders.

21

With respect to the VMware PSUs granted in exchange for Mr. Gelsinger's agreement to cancel his EMC Long-Term Incentive Plan award, the reported grant date fair value is equal to the grant date fair value of the original EMC Long-Term Incentive Plan award, which was determined at the time the performance goals for that award were established by EMC on February 2, 2012. The VMware PSUs granted to Mr. Gelsinger on September 14, 2012 had a grant date fair value of $5.2 million.

22	Represents VMware restricted stock units under VMware's 2007 Equity and Incentive Plan. 37.5% of the restricted stock units vest on March 1, 2014, and the remaining restricted stock units vest ratably every six months thereafter until fully vested on September 1, 2016, subject to Mr. Gelsinger's continued employment.

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1	Each stock option vests at the rate of 20% per year over five years, unless otherwise indicated.

2

The stock options reported in this column represent our performance stock options granted in August 2012 that are eligible to vest commencing in 2014 if the 2013 performance goals are achieved or exceeded. These options are distinguished from the other stock options in this table because they will vest only if performance goals are achieved and all or a portion of them will be forfeited if certain performance goals are not achieved. If any of these options become eligible to vest, one-fourth of such options will vest on or about February 1, 2014; provided, however, that this first vesting date may be delayed (a) until such time as the Compensation Committee determines that the applicable performance goals have been achieved, or (b) if vesting is determined based upon EMC's performance relative to its peer group; and thereafter, one-third of the remaining options will vest on each of February 1, 2015, 2016 and 2017. For more information on the performance stock options, please see pages 60 to 61 of this Proxy Statement. Due to applicable accounting rules, these performance stock options are not reflected in the Summary Compensation Table or the Grants of Plan-Based Awards Table of this Proxy Statement because the performance targets for such grants were not approved until February 2013.

3	The date the Compensation Committee awarded each stock option is ten years prior to its expiration date.

4

Mr. Tucci was granted 270,000 performance stock units on August 4, 2009; 100% of these units became eligible to vest in February 2011; one-third of these units vested on each of February 2, 2011, February 1, 2012 and 2013. Mr. Tucci was also granted 180,000 time-based stock units on August 4, 2009; 25% of these units vested on each of August 4, 2010, 2011 and 2012; and the remaining units will vest on August 4, 2013. In addition, Mr. Tucci was granted 210,000 performance stock units on August 3, 2010; 100% of these units became eligible to vest in February 2012; one-third of these units vested on each of February 2, 2012 and February 1, 2013; and the remaining units will vest on February 1, 2014. Mr. Tucci was also granted 140,000 time-based stock units on August 3, 2010; 25% of these units vested on each of August 3, 2011 and 2012; and one-half of the remaining units will vest on each of August 3, 2013 and 2014. In addition, Mr. Tucci was granted 183,307 performance stock units on August 3, 2011; 95.8% of these units became eligible to vest in February 2013; one-third of these units vested on February 6, 2013; one-half of the remaining units will vest on each of February 1, 2014 and 2015. The remaining 4.2% of these units were forfeited since the 2012 performance goals were not fully achieved. Mr. Tucci was also granted 122,205 time-based stock units on August 3, 2011; 25% of these units vested on August 3, 2012; and one-third of the remaining units will vest on each of August 3, 2013, 2014 and 2015. In addition, Mr. Tucci was granted 112,264 time-based stock units on August 8, 2012; 25% of these units will vest on each of August 8, 2013, 2014, 2015 and 2016.

5

These units are distinguished from the other stock awards in this table because they will vest only if performance goals are achieved and all or a portion of them will be forfeited if certain performance goals are not achieved. Mr. Tucci was granted 168,395 performance stock units on August 8, 2012 (the “2012 performance stock units”). If any of the 2012 performance stock units become eligible to vest, one-third of such units will vest on or about February 1, 2014; provided, however, that this first vesting date may be delayed (a) until such time as the Compensation Committee determines that the applicable performance goals have been achieved, or (b) if vesting is determined based upon EMC's performance relative to its peer group; and thereafter, one-half of the remaining units will vest on each of February 1, 2015 and 2016. For more information on the 2012 performance stock units, please see pages 60 to 61 of this Proxy Statement. Due to applicable accounting rules, the 2012 performance stock units are not reflected in the Summary Compensation Table or the Grants of Plan-Based Awards Table of this Proxy Statement because the performance targets for such grants were not approved until February 2013. Mr. Tucci was also granted 302,917 performance stock units on September 5, 2012 (the “Leadership Development and Performance Award”). If any of the Leadership Development and Performance Award units become eligible to vest, such units will vest on or about February 1, 2015; provided, however, that this vesting date may be delayed until such time as the Compensation Committee determines that the applicable performance goals have been achieved. For more information on the Leadership Development and Performance Awards, please see pages 62 to 63 of this Proxy Statement. Due to applicable accounting rules, the value of 60,584 Leadership Development and Performance Award units (or 20% of the award) is not reflected in the Summary Compensation Table or the Grants of Plan-Based Awards Table of this Proxy Statement because the performance goals for such units were not approved until February 2013.

6	20% of these options will vest on each of August 8, 2013, 2014, 2015, 2016 and 2017.

7

Represents the number of performance stock options granted in August 2011 that became eligible to vest based on the achievement of the 2012 performance goals. 95.8% of these options became eligible to vest in February 2013; 25% of these options vested on February 6, 2013; and one-third of the remaining options will vest on each of February 1, 2014, 2015 and 2016. The remaining 4.2% of these options were forfeited since the 2012 performance goals were not fully achieved. For more information on the performance stock options granted in August 2011, please see pages 60 to 61 of this Proxy Statement.

8	25% of these options will vest on each of August 3, 2013, 2014, 2015 and 2016.

9	Represents the number of performance stock options granted in August 2010 that became eligible to vest based on the achievement of the 2011 performance goals. 100% of these options became eligible to vest in February 2012; 25% of these options vested on each of February 2, 2012 and February 1, 2013; and one-half of the remaining options will vest on each of February 1, 2014 and 2015.

10	One-third of these options will vest on each of August 3, 2013, 2014 and 2015.

11	Represents the number of performance stock options granted in August 2009 that became eligible to vest based on the achievement of the 2010 performance goals. 100% of these options became eligible to vest in February 2011; 25% of these options vested on each of February 2, 2011, February 1, 2012 and 2013; and the remaining options will vest on February 1, 2014.

12	One-half of these options will vest on each of August 4, 2013 and 2014.

13	Represents 88.77% of the performance stock options granted in August 2008 that became eligible to vest in February 2010; 25% of these options vested on each of February 4, 2010, February 1, 2011, 2012 and 2013.

14	These options will vest on August 20, 2013.

15

Mr. Goulden was granted 99,000 performance stock units on August 4, 2009; 100% of these units became eligible to vest in February 2011; one-third of these units vested on each of February 2, 2011, February 1, 2012 and 2013. Mr. Goulden was also granted 66,000 time-based stock units on August 4, 2009; 25% of these units vested on each of August 4, 2010, 2011 and 2012; and the remaining units will vest on August 4, 2013. In addition, Mr. Goulden was granted 72,000 performance stock units on August 3, 2010; 100% of these units became eligible to vest in February 2012; one-third of

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16

These units are distinguished from the other stock awards in this table because they will vest only if performance goals are achieved and all or a portion of them will be forfeited if certain performance goals are not achieved. Mr. Goulden was granted 239,617 long-term performance stock units on August 3, 2011 (the “2011 LTIP stock units”). If any of the 2011 performance stock units become eligible to vest, one-half of such units will vest on or about February 1, 2015; provided, however, that this first vesting date may be delayed (a) until such time as the Compensation Committee determines that the applicable performance goals have been achieved, or (b) if vesting is determined based upon EMC's performance relative to its peer group; and thereafter, the remaining units will vest on February 1, 2016. For more information on the 2011 LTIP stock units, please see pages 63 to 64 of this Proxy Statement. Mr. Goulden was also granted 85,635 performance stock units on August 8, 2012 (the “2012 performance stock units”). If any of the 2012 performance stock units become eligible to vest, one-third of such units will vest on or about February 1, 2014; provided, however, that this first vesting date may be delayed (a) until such time as the Compensation Committee determines that the applicable performance goals have been achieved, or (b) if vesting is determined based upon EMC's performance relative to its peer group; and thereafter, one-half of the remaining units will vest on each of February 1, 2015 and 2016. For more information on the 2012 performance stock units, please see pages 60 to 61 of this Proxy Statement. Due to applicable accounting rules, the 2012 performance stock units are not reflected in the Summary Compensation Table or the Grants of Plan-Based Awards Table of this Proxy Statement because the performance targets for such grants were not approved until February 2013.

17	Represents 97.87% of the performance stock options granted in November 2007 that became eligible to vest in January 2009; 25% of these options vested on each of February 1, 2010, 2011, 2012 and 2013.

18

Mr. Elias was granted 99,000 performance stock units on August 4, 2009; 100% of these units became eligible to vest in February 2011; one-third of these units vested on each of February 2, 2011, February 1, 2012 and 2013. Mr. Elias was also granted 66,000 time-based stock units on August 4, 2009; 25% of these units vested on each of August 4, 2010, 2011 and 2012; and the remaining units will vest on August 4, 2013. In addition, Mr. Elias was granted 72,000 performance stock units on August 3, 2010; 100% of these units became eligible to vest in February 2012; one-third of these units vested on each of February 2, 2012 and February 1, 2013; and the remaining units will vest on February 1, 2014. Mr. Elias was also granted 48,000 time-based stock units on August 3, 2010; 25% of these units vested on each of August 3, 2011 and 2012; and one-half of the remaining units will vest on each of August 3, 2013 and 2014. In addition, Mr. Elias was granted 61,103 performance stock units on August 3, 2011; 95.8% of these units became eligible to vest in February 2013; one-third of these units vested on February 6, 2013; one-half of the remaining units will vest on each of February 1, 2014 and 2015. The remaining 4.2% of these units were forfeited since the 2012 performance goals were not fully achieved. Mr. Elias was also granted 40,735 time-based stock units on August 3, 2011; 25% of these units vested on August 3, 2012; and one-third of the remaining units will vest on each of August 3, 2013, 2014 and 2015. In addition, Mr. Elias was granted 40,598 time-based stock units on August 8, 2012; 25% of these units will vest on each of August 8, 2013, 2014, 2015 and 2016.

19

These units are distinguished from the other stock awards in this table because they will vest only if performance goals are achieved and all or a portion of them will be forfeited if certain performance goals are not achieved. Messrs. Elias and Scannell were each granted 239,617 long-term performance stock units on August 3, 2011 (the “2011 LTIP stock units”). If any of the 2011 LTIP stock units become eligible to vest, one-half of such units will vest on or about February 1, 2015; provided, however, that this first vesting date may be delayed (a) until such time as the Compensation Committee determines that the applicable performance goals have been achieved, or (b) if vesting is determined based upon EMC's performance relative to its peer group; and thereafter, the remaining units will vest on February 1, 2016. For more information on the 2011 LTIP stock units, please see pages 63 to 64 of this Proxy Statement. Messrs. Elias and Scannell were also each granted 60,896 performance stock units on August 8, 2012 (the “2012 performance stock units”). If any of the 2012 performance stock units become eligible to vest, one-third of such units will vest on or about February 1, 2014; provided, however, that this first vesting date may be delayed (a) until such time as the Compensation Committee determines that the applicable performance goals have been achieved, or (b) if vesting is determined based upon EMC's performance relative to its peer group; and thereafter, one-half of the remaining units will vest on each of February 1, 2015 and 2016. For more information on the 2012 performance stock units, please see pages 60 to 61 of this Proxy Statement. Due to applicable accounting rules, the 2012 performance stock units are not reflected in the Summary Compensation Table or the Grants of Plan-Based Awards Table of this Proxy Statement because the performance targets for such grants were not approved until February 2013.

20

Mr. Scannell was granted 90,000 performance stock units on August 4, 2009; 100% of these units became eligible to vest in February 2011; one-third of these units vested on each of February 2, 2011, February 1, 2012 and 2013. Mr. Scannell was also granted 60,000 time-based stock units on August 4, 2009; 25% of these units vested on each of August 4, 2010, 2011 and 2012; and the remaining units will vest on August 4, 2013. In addition, Mr. Scannell was granted 65,477 performance stock units on August 3, 2010; 100% of these units became eligible to vest in February 2012; one-third of these units vested on each of February 2, 2012 and February 1, 2013; and the remaining units will vest on February 1, 2014. Mr. Scannell was also granted 43,651 time-based stock units on August 3, 2010; 25% of these units vested on each of August 3, 2011 and 2012; and one-half of the remaining units will vest on each of August 3, 2013 and 2014. In addition, Mr. Scannell was granted 61,103 performance stock units on August 3, 2011; 95.8% of these units became eligible to vest in February 2013; one-third of these units vested on February 6, 2013; one-half of the remaining units will vest on each of February 1, 2014 and 2015. The remaining 4.2% of these units were forfeited since the 2012 performance goals were not fully achieved. Mr. Scannell was also granted 40,735 time-based stock units on August 3, 2011; 25% of these units vested on August 3, 2012; and one-third of the remaining units will vest on each of August 3, 2013, 2014 and 2015. In addition, Mr. Scannell was granted 40,598 time-based stock units on August 8, 2012; 25% of these units will vest on each of August 8, 2013, 2014, 2015 and 2016.

21

Mr. Burton was granted 200,000 time-based stock units on April 28, 2010; 25% of these units vested on each of April 28, 2011 and 2012; and one-half of the remaining units will vest on each of April 28, 2013 and 2014. Mr. Burton was also granted 36,000 performance stock units on August 3, 2010; 100% of these units became eligible to vest in February 2012; one-third of these units vested on each of February 2, 2012 and February 1, 2013; and the remaining units will vest on February 1, 2014. In addition, Mr. Burton was granted 24,000 time-based stock units on August 3, 2010; 25% of these units vested on each of August 3, 2011 and 2012; and one-half of the remaining units will vest on each of August 3, 2013 and 2014. Mr. Burton was also granted 47,530 performance stock units on August 3, 2011; 95.8% of these units became eligible to vest in February 2013; one-third of these units vested on February 6, 2013; one-half of the remaining units will vest on each of February 1, 2014 and 2015. The remaining 4.2% of these units were forfeited since the 2012 performance goals were not fully achieved. In addition, Mr. Burton was granted 31,687 time-based stock units on August 3, 2011; 25% of these units vested on August 3, 2012; and one-third of the remaining units will vest on each of August 3, 2013, 2014 and 2015. Mr. Burton was also granted 32,986 time-based stock units on August 8, 2012; 25% of these units will vest on each of August 8, 2013, 2014, 2015 and 2016.

22

These units are distinguished from the other stock awards in this table because they will vest only if performance goals are achieved and all or a portion of them will be forfeited if certain performance goals are not achieved. Mr. Burton was granted 159,745 long-term performance stock units on August 3, 2011 (the “2011 LTIP stock units”). If any of the 2011 LTIP stock units become eligible to vest, one-half of such units will vest on or about February 1, 2015; provided, however, that this first vesting date may be delayed (a) until such time as the Compensation Committee determines that the applicable performance goals have been achieved, or (b) if vesting is determined based upon EMC's performance relative to its peer group; and thereafter, the remaining units will vest on February 1, 2016. For more information on the 2011 LTIP stock units, please see pages 63 to 64 of this Proxy Statement. Mr. Burton was also granted 74,627 long-term performance stock units on August 8, 2012 (the “2012 LTIP stock units”). If any of the 2012 LTIP stock units become eligible to vest, one-half of such units will vest on or about February 1, 2016; provided, however, that this first vesting date may be delayed (a) until such time as the Compensation Committee determines that the applicable performance goals have been achieved, or (b) if vesting is determined based upon EMC's performance relative to its peer group; and thereafter, the remaining units will vest on February 1, 2017. For more information on the 2012 LTIP stock units, please see pages 63 to 64 of this Proxy Statement. In addition, Mr. Burton was granted 49,478 performance stock units on August 8, 2012 (the “2012 performance stock units”). If any of the 2012 performance stock units become eligible to

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23	One-third of these options will vest on each of April 28, 2013, 2014 and 2015.

24

Mr. Teuber was granted 99,000 performance stock units on August 4, 2009; 100% of these units became eligible to vest in February 2011; one-third of these units vested on each of February 2, 2011, February 1, 2012 and 2013. Mr. Teuber was also granted 66,000 time-based stock units on August 4, 2009; 25% of these units vested on each of August 4, 2010, 2011 and 2012; and the remaining units will vest on August 4, 2013. In addition, Mr. Teuber was granted 72,000 performance stock units on August 3, 2010; 100% of these units became eligible to vest in February 2012; one-third of these units vested on each of February 2, 2012 and February 1, 2013; and the remaining units will vest on February 1, 2014. Mr. Teuber was also granted 48,000 time-based stock units on August 3, 2010; 25% of these units vested on each of August 3, 2011 and 2012; and one-half of the remaining units will vest on each of August 3, 2013 and 2014. In addition, Mr. Teuber was granted 81,470 performance stock units on August 3, 2011; 95.8% of these units became eligible to vest in February 2013; one-third of these units vested on February 6, 2013; one-half of the remaining units will vest on each of February 1, 2014 and 2015. The remaining 4.2% of these units were forfeited since the 2012 performance goals were not fully achieved. Mr. Teuber was also granted 54,314 time-based stock units on August 3, 2011; 25% of these units vested on August 3, 2012; and one-third of the remaining units will vest on each of August 3, 2013, 2014 and 2015. In addition, Mr. Teuber was granted 44,403 time-based stock units on August 8, 2012; 25% of these units will vest on each of August 8, 2013, 2014, 2015 and 2016.

25

These units are distinguished from the other stock awards in this table because they will vest only if performance goals are achieved and all or a portion of them will be forfeited if certain performance goals are not achieved. Mr. Teuber was granted 66,605 performance stock units on August 8, 2012 (the “2012 performance stock units”). If any of the 2012 performance stock units become eligible to vest, one-third of such units will vest on or about February 1, 2014; provided, however, that this first vesting date may be delayed (a) until such time as the Compensation Committee determines that the applicable performance goals have been achieved, or (b) if vesting is determined based upon EMC's performance relative to its peer group; and thereafter, one-half of the remaining units will vest on each of February 1, 2015 and 2016. For more information on the 2012 performance stock units, please see pages 60 to 61 of this Proxy Statement. Due to applicable accounting rules, the 2012 performance stock units are not reflected in the Summary Compensation Table or the Grants of Plan-Based Awards Table of this Proxy Statement because the performance targets for such grants were not approved until February 2013. Mr. Teuber was also granted 113,594 performance stock units on September 5, 2012 (the “Leadership Development and Performance Award”). If any of the Leadership Development and Performance Award units become eligible to vest, such units will vest on or about February 1, 2015; provided, however, that this vesting date may be delayed until such time as the Compensation Committee determines that the applicable performance goals have been achieved. For more information on the Leadership Development and Performance Awards, please see pages 62 to 63 of this Proxy Statement. Due to applicable accounting rules, the value of 22,719 Leadership Development and Performance Award units (or 20% of the award) is not reflected in the Summary Compensation Table or the Grants of Plan-Based Awards Table of this Proxy Statement because the performance goals for such units were not approved until February 2013.

26

Except as otherwise noted below, all stock awards are granted by EMC. Mr. Gelsinger was granted 500,000 time-based stock units on October 30, 2009; 25% of these units vested on each of October 30, 2010, 2011 and 2012; and the remaining units will vest on October 30, 2013. Mr. Gelsinger was also granted 72,000 performance stock units on August 3, 2010; 100% of these units became eligible to vest in February 2012; one-third of these units vested on each of February 2, 2012 and February 1, 2013; and the remaining units will vest on February 1, 2014. In addition, Mr. Gelsinger was granted 48,000 time-based stock units on August 3, 2010; 25% of these units vested on each of August 3, 2011 and 2012; and one-half of the remaining units will vest on each of August 3, 2013 and 2014. Mr. Gelsinger was also granted 100,000 time-based stock units on February 2, 2011; 25% of these units vested on each of February 2, 2012 and 2013; and one-half of the remaining units will vest on each of February 2, 2014 and 2015. In addition, Mr. Gelsinger was granted 61,103 performance stock units on August 3, 2011; 95.8% of these units became eligible to vest in February 2013; one-third of these units vested on February 6, 2013; one-half of the remaining units will vest on each of February 1, 2014 and 2015. The remaining 4.2% of these units were forfeited since the 2012 performance goals were not fully achieved. Mr. Gelsinger was also granted 40,735 time-based stock units on August 3, 2011; 25% of these units vested on August 3, 2012; and one-third of the remaining units will vest on each of August 3, 2013, 2014 and 2015. In addition, Mr. Gelsinger was granted 77,091 restricted stock units from VMware on September 14, 2012; 37.5% of the restricted stock units will vest on March 1, 2014, and the remaining restricted stock units vest ratably every six months until fully vested on September 1, 2016, subject to Mr. Gelsinger's continued employment.

27

The market value for the EMC unvested stock awards described in footnote 26 is calculated based on a market value of $25.30 (the closing market price of EMC's common stock on December 31, 2012) multiplied by the aggregate number of shares subject to the EMC awards. The market value for the VMware unvested stock awards described in footnote 26 is calculated based on a market value of $94.14 (the closing market price of VMware's Class A common stock on December 31, 2012) multiplied by the aggregate number of shares subject to the VMware awards.

28

Award indicated is for VMware PSUs representing the number of units that may be released at the end of the three-year performance period commencing January 1, 2012 and ending December 31, 2014 assuming achievement of the target financial performance established at the beginning of 2012 for the three-year period, subject to Mr. Gelsinger's continued employment. Results for the VMware PSUs cannot be determined at this time. Results as of December 31, 2012 indicate achievement at the target level, which is reflected in this column. Vesting in the VMware PSU award will not occur, and no units will be issued, for performance below minimum thresholds specified in the award. For more information regarding VMware PSUs, please see the Compensation Discussion and Analysis of VMware's Proxy Statement for its 2013 Annual Meeting of Stockholders.

29	The market value for the unvested VMware PSU award is calculated based on a market value of $94.14 (the closing market price of VMware's Class A common stock on December 31, 2012) multiplied by the aggregate number of shares subject to this award.

30	One-half of these options will vest on each of October 30, 2013 and 2014.

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1	Represents the difference between the exercise price and the fair market value of EMC common stock on the date of exercise for each option.

2	Represents the fair market value of EMC common stock on the applicable vesting date, multiplied by the number of shares of stock that vested on that date.

3	Represents vesting of EMC stock awards only. None of Mr. Gelsinger's VMware stock awards vested as of December 31, 2012.

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1	$5,754,070 of this amount was previously reported in the Summary Compensation Table of previously filed proxy statements.

2	$92,925 of this amount is reported in the Summary Compensation Table for Mr. Goulden under the Non-Equity Incentive Plan Compensation column.

3	$2,510,225 of this amount was previously reported in the Summary Compensation Table of previously filed proxy statements.

4	$41,154 of this amount is reported in the Summary Compensation Table for Mr. Gelsinger under the Salary column. $31,737 of this amount is reported in the Summary Compensation Table for Mr. Gelsinger under the Non-Equity Incentive Plan Compensation column.

5	$274,489 of this amount was previously reported in the Summary Compensation Table of previously filed proxy statements.

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•	a lump sum cash severance payment equal to 2.99 times the sum of the executive's annual base salary and target annual bonus;

•	a lump sum cash severance payment equal to the executive's prorated annual bonus for the year of termination assuming target performance;

•	accelerated vesting of all outstanding equity awards, other than certain performance awards under the circumstances described below; and

•	the continuation of life, disability, accident and health insurance benefits for the executive and his dependents for up to 36 months following such termination.

•	the acquisition by a person or entity of 25% or more of either the then outstanding shares of EMC or the combined voting power of EMC's then outstanding securities;

•	a change in the composition of the majority of the Board without the approval of the existing Board;

•	a merger of EMC (other than a merger following which EMC securities represent at least 50% of the combined voting power of the securities of the surviving entity); or

•	the approval of EMC shareholders of a plan of complete liquidation or dissolution of EMC or the sale by EMC of all or substantially all of its assets.

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•	EMC's entry into an agreement which would result in a change in control;

•	a public announcement by EMC or any other person or entity of an intention to take actions which would result in a change in control;

•	the acquisition by a person or entity of 15% or more of EMC's then outstanding shares or the combined voting power of EMC's then outstanding securities; or

•	a resolution by the Board that a potential change in control has occurred.

•	the willful and continued failure by the executive to perform substantially the duties and responsibilities of the executive's position;

•	the conviction of the executive for a felony; or

•	the willful engagement of the executive in fraud or dishonesty which is demonstrably and materially injurious to EMC or its reputation, monetarily or otherwise.

•	an adverse change in the executive's position;

•	a reduction in the executive's base salary;

•	the failure by EMC to continue to provide certain compensation and benefits; and

•	a requirement that the executive's principal place of employment be located greater than 50 miles from where the executive's principal place of employment was located immediately prior to the change in control.

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1	The amounts reflect the value of health and welfare benefits continuation for each of the Current Named Executive Officers

2

The amounts reflect the value of any and all accelerated stock options and stock awards, as well as the value of any and all stock options and stock awards subject to continued vesting. For purposes of valuing performance-based equity awards where satisfaction of the applicable performance goals has not been determined as of December 31, 2012, it is assumed that the applicable performance goals are achieved at 100% of target. In addition to values reflected for each of our Current Named Executive Officers in the table

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3	In the event a qualifying termination occurs in connection with a “potential change in control,” the amount shown would be reduced by the value of any qualified performance-based equity awards (other than stock options or stock appreciation rights) that would be forfeited. As of December 31, 2012, these awards had a value as follows:

4

In the event a qualifying termination occurs for “good reason” following a change in control (or during a “potential change in control” period) due to an adverse change in position, the amount shown would be reduced by the value of the Leadership Development and Performance Awards, 2011 LTIP stock units and/or 2012 LTIP stock units, as applicable, that would be forfeited. As of December 31, 2012, these awards had a value as follows:

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*	Reflects average cash compensation.

•	10    Board meetings;

•	11    Audit Committee meetings;

•	9    Corporate Governance and Nominating Committee meetings;

•	6    Finance Committee meetings;

•	12    Leadership and Compensation Committee meetings; and

•	12    Mergers and Acquisitions Committee meetings.

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1	The amounts represent the grant date fair value for stock awards in 2012, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts for awards in 2012 are included in Note P to EMC's audited financial statements for the fiscal year ended December 31, 2012 included in EMC's Annual Report on Form 10‑K filed with the SEC on February 27, 2013.

2	The non-employee directors had the following outstanding stock awards at fiscal year end: Mr. Brown: 8,300; Mr. Cowen: 8,300; Ms. Deegan: 8,300; Mr. DiStasio: 8,300; Mr. Egan: 8,300; Mr. Kelly: 8,300; Ms. Miscik: 6,225; Mr. Priem: 8,300; Mr. Sagan: 8,300; and Mr. Strohm: 8,300.

3	The non-employee directors had the following outstanding stock option awards at fiscal year end: Mr. Brown: 50,000; Mr. Cowen: 20,000; Ms. Deegan: 70,000; Mr. DiStasio: 10,000; Mr. Egan: 40,000; Mr. Kelly: 30,000; Mr. Priem: 10,000; Mr. Sagan: 30,000; and Mr. Strohm: 90,000.

4	Messrs. Brown, Egan and Strohm also serve on the Board of Directors of VMware and receive the same compensation as the other non-employee directors of VMware.

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•	Our Notice of Annual Meeting;

•	Our Proxy Statement; and

•	Our Annual Report on Form 10-K for 2012.

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•	Indicate when voting by Internet or by telephone that you wish to vote as recommended by our Board of Directors; or

•	If you sign and return a proxy card without giving specific voting instructions,

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•	Are present and vote in person at the meeting; or

•	Have voted by Internet, by telephone or by properly submitting a proxy card or voting instruction form by mail.

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•	Registration to attend the meeting is being conducted electronically. If you plan to attend the meeting, you must register online at [•] and complete the registration form. The deadline for registration is April 24, 2013.

•	All shareholders who attend the meeting will be required to present valid government-issued picture identification, such as a driver's license or passport.

•	Shareholders who come to the Annual Meeting, but have not registered electronically, will also be required to present verification of ownership of shares of our common stock, such as a bank or brokerage firm account statement, to attend the meeting.

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1.	Definitions.

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2.	Purpose.

3.	Administration.

4.	Shares Subject to the Plan; Limitations.

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5.	Eligibility and Participation.

6.	Awards.

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7.	Effect of Certain Transactions.

8.	Rights to a Service Relationship.

9.	Discontinuance, Cancellation, Amendment and Termination.

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10.	Effective Date and Term.

11.	Liability of the Company.

12.	Unfunded Plan.

13.	Jurisdiction and Governing Law.

14.	Foreign Jurisdictions.

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1.	The Director must be independent pursuant to the corporate governance listing requirements of the New York Stock Exchange, as in effect from time to time.

2.	Furthermore, a Director should meet the following additional standards:

(a)	If a Director or any immediate family member is an executive officer, general partner or significant equity holder (in excess of 10%) of another company that makes payments to, or receives payments from, EMC for property or services, the amount of such payments, during the last fiscal year, does not exceed the greater of $1 million or 2% of the other company's consolidated gross revenues;

(b)	If a Director or any immediate family member is an executive officer, general partner or significant equity holder (in excess of 10%) of another company which is indebted to EMC, or to which EMC is indebted, the total amount of either company's indebtedness to the other during the last fiscal year does not exceed 1% of the total consolidated assets of the other company; and

(c)	If a Director is an executive officer of any tax exempt organization, EMC's contributions to the organization during the last fiscal year do not exceed the greater of $1 million or 2% of such charitable organization's consolidated gross receipts.

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