LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Shanti
Ariker and Ivy Tseng, signing singly, and with full power of
substitution, the undersigned's true and lawful attorney-in-
fact to:
(1)    execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Twilio
Inc. (the "Company"), from time to time the following U.S.
Securities and Exchange Commission ("SEC") forms: (i) Form ID,
including any attached documents, to effect the assignment of
codes to the undersigned to be used in the transmission of
information to the SEC using the EDGAR System; (ii) Form 3,
Initial Statement of Beneficial Ownership of Securities,
including any attached documents;  (iii) Form 4, Statement of
Changes in Beneficial Ownership of Securities, including any
attached documents; (iv) Form 5, Annual Statement of Beneficial
Ownership of Securities in accordance with Section 16(a) of
the Securities Exchange Act of 1934, as amended, and the rules
thereunder, including any attached documents; (v) Schedule 13D;
(vi) Schedule 13G and (vii) amendments of each thereof, in
accordance with the Securities Exchange Act of 1934, as amended,
and the rules thereunder, including any attached documents;
(2)    do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to
complete and execute any such Form 3, 4 or 5, Schedule 13D,
Schedule 13G or any amendment(s) thereto, and timely file such
form(s) with the SEC and any securities exchange, national
association or similar authority; and
(3)    take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be
in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each such attorney-in-fact,
acting singly, full power and authority to do and perform any
and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with
Section 16 or Regulation 13D-G of the Securities Exchange
Act of 1934, as amended.  The undersigned hereby agrees to
indemnify the attorneys-in-fact and the Company from and
against any demand, damage, loss, cost or expense arising
from any false or misleading information provided by the
undersigned to the attorneys-in-fact.
This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file
such forms with respect to the undersigned's holdings of
and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
This Power of Attorney supersedes any prior power of
attorney in connection with the undersigned's capacity as
an officer and/or director of the Company.  This Power of
Attorney shall expire as to any individual attorney-in-fact
if such attorney-in-fact ceases to be an executive officer
of, or legal counsel to the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of December 6, 2019.
/s/ Karyn Smith