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EXHIBIT 24(a)
CERTIFIED RESOLUTION OF
BOARD OF DIRECTORS
I, Nancy V. Van Allen, Senior Assistant Secretary of Merck & Co., Inc.,
a Corporation duly organized and existing under the laws of the State of New
Jersey, do hereby certify that the following is a true copy of a resolution
adopted on November 28, 2000, at a meeting of the Directors of said Corporation
held in the Town of Whitehouse Station, State of New Jersey, duly called in
accordance with the provisions of the By-Laws of said Corporation, and at which
a quorum of Directors was present:
RESOLVED, that the proper officers of the Company are hereby
authorized and directed on behalf of the Company to prepare, execute and
file with the Securities and Exchange Commission (the "SEC") a
Registration Statement and any and all amendments thereto, and any and
all exhibits and other documents relating thereto or required by law or
regulation in connection therewith, for the registration under the
Securities Act of 1933 of the shares of Common Stock of the Company and
an indeterminate amount of plan interests, which may be offered or sold
to participants under the Merck-Medco Managed Care, L.L.C. 2001 Employee
Stock Purchase Plan (the "Plan"), such Plan having been adopted by the
Compensation and Benefits Committee of the Board of Directors of the
Company effective December 31, 2000;
RESOLVED, that Celia A. Colbert is hereby appointed and
designated the person duly authorized to receive communication and
notices from the SEC with respect to such Registration Statement or any
amendments thereto and as agent for service of process;
RESOLVED, that each officer, director or employee of the Company
who may be required to execute such Registration Statement or any
amendments thereto (whether on behalf of the Company, or as an officer
or director thereof, or by attesting the seal of the Company, or on
behalf of the Plans, or otherwise), is hereby authorized to execute a
power of attorney appointing Celia A. Colbert and Kenneth C. Frazier,
and each of them severally, his or her true and lawful attorney or
attorneys to execute in his or her name, place and stead (in any such
capacity) such Registration Statement and any and all amendments thereto
and any and all exhibits and other documents necessary or incidental in
connection therewith, and to file the same with the SEC, each of said
attorneys to have power to act with or without the other, and to have
full power and authority to do and perform in the name and on behalf of
each of said officers, directors and employees, or any
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of them, as the case may be, every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and
purposes as any such officer, director or employee might or could do in
person;
RESOLVED, that the proper officers of the Company are hereby
authorized and directed to arrange with the New York Stock Exchange and
the Philadelphia Stock Exchange for the listing of the additional shares
of the Common Stock of the Company to be issued in connection with the
Plan; and
RESOLVED, that the proper officers of the Company, with the
advice of counsel, are hereby authorized to take any action and to
execute and deliver any letters, documents, agreements or other
instruments as they deem necessary, appropriate or desirable to carry
out the purposes and intents of this Special Resolution.
IN WITNESS WHEREOF, I have hereunto subscribed my signature and affixed
the seal of the Corporation this 19th day of December, 2000.
By: /s/ Nancy V. Van Allen
---------------------------------
Nancy V. Van Allen
Senior Assistant Secretary
[Corporate Seal]
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EXHIBIT 24(b)
POWER OF ATTORNEY
Each of the undersigned does hereby appoint CELIA A. COLBERT and KENNETH
C. FRAZIER, and each of them severally, to be his or her true and lawful
attorney or attorneys to execute on behalf of the undersigned (whether on behalf
of Merck & Co., Inc., or as an officer or director thereof, or by attesting to
the seal of the Company, or otherwise) a Registration Statement in connection
with the registration under the Securities Act of 1933, as amended, of shares of
Common Stock of Merck & Co., Inc. and an indeterminate amount of interests in
the plan which may be offered or sold pursuant to the plan covered by this
Registration Statement, including amendments thereto and all other documents in
connection therewith.
IN WITNESS WHEREOF, this instrument has been duly executed as of the
28th day of November, 2000.
MERCK & CO., INC.
By: /s/ Raymond V. Gilmartin
---------------------------------
Raymond V. Gilmartin
Chairman of the Board, President
& Chief Executive Officer
/s/ Judy C. Lewent
---------------------------------
Judy C. Lewent
Senior Vice President & Chief
Financial Officer
(Principal Financial Officer)
/s/ Richard C. Henriques, Jr.
---------------------------------
Richard C. Henriques, Jr.
Vice President, Controller
(Principal Accounting Officer)
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DIRECTORS
/s/ H. Brewster Atwater, Jr. /s/ William B. Harrison, Jr.
---------------------------- -----------------------------
H. Brewster Atwater, Jr. William B. Harrison, Jr.
/s/ Lawrence A. Bossidy /s/ William N. Kelley
---------------------------- -----------------------------
Lawrence A. Bossidy William N. Kelley
/s/ William G. Bowen /s/ Heidi G. Miller
---------------------------- -----------------------------
William G. Bowen Heidi G. Miller
/s/ Edward M. Scolnick
---------------------------- ----------------------------
Johnnetta B. Cole Edward M. Scolnick
/s/ Lloyd C. Elam /s/ Anne M. Tatlock
---------------------------- ----------------------------
Lloyd C. Elam Anne M. Tatlock
/s/ Samuel O. Thier
---------------------------- -----------------------------
Carleton S. Fiorina Samuel O. Thier
/s/ Niall FitzGerald /s/ Dennis Weatherstone
---------------------------- -----------------------------
Niall FitzGerald Dennis Weatherstone
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