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EXHIBIT 24
CERTIFIED RESOLUTION OF
BOARD OF DIRECTORS
I, Debra A. Bollwage, 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 May 22, 2000, at a meeting of the Directors of said Corporation held
in Paris, France, 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 upon consummation of the acquisition of
ProVantage Health Services, Inc. ("ProVantage"), the ProVantage Health
Services, Inc. 1999 Stock Incentive Plan (the "ProVantage Plan") is
hereby adopted in the form presented to this meeting with the following
changes: (i) that the term "Company" used in such Plan shall mean Merck
& Co., Inc.; (ii) that such Plan be administered and amended by the
Compensation and Benefits Committee of the Board of Directors of the
Company with respect to persons subject to Section 16(b) of the
Securities Exchange Act of 1934; (iii) that such Plan be administered
and amended with respect to persons who are not subject to Section
16(b) of the Securities Exchange Act of 1934 by the Chief Executive
Officer of the Company; (iv) that the Chief Executive Officer of the
Company may delegate such administration and right to amend to those
persons that he or she deems appropriate; and (v) that no option or
other awards may be granted under such Plan to any person on or after
the date of the acquisition of ProVantage;
FURTHER RESOLVED, that upon consummation of the acquisition of
ProVantage, 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 which may be
purchased under the ProVantage Plan;
FURTHER RESOLVED, that Celia A. Colbert is hereby appointed
and designated the person duly authorized to receive communications and
notices from the SEC with respect to such Registration Statement or any
amendments thereto and as agent for service of process;
FURTHER RESOLVED, that each officer, director or employee of
the Company who may be required to execute such Registration Statement
or any
<PAGE> 2
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 ProVantage Plan, 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 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;
FURTHER 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 ProVantage Plan; and
FINALLY 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 28th day of June, 2000.
By: /s/ Debra A. Bollwage
---------------------------
Debra A. Bollwage
Assistant Secretary
[Corporate Seal]
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EXHIBIT 24
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 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. which may be issued 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
22nd day of May, 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)
<PAGE> 4
DIRECTORS
<TABLE>
<S> <C>
/s/ H. Brewster Atwater, Jr. /s/ Niall FitzGerald
------------------------------ --------------------------
H. Brewster Atwater, Jr. Niall FitzGerald
/s/ Lawrence A. Bossidy /s/ William N. Kelley
------------------------------ --------------------------
Lawrence A. Bossidy William N. Kelley
/s/ William G. Bowen /s/ Anne M. Tatlock
------------------------------ --------------------------
William G. Bowen Anne M. Tatlock
/s/ Johnnetta B. Cole /s/ Dennis Weatherstone
------------------------------ --------------------------
Johnnetta B. Cole Dennis Weatherstone
/s/ Lloyd C. Elam
------------------------------
Lloyd C. Elam
</TABLE>
