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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 December 19, 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
which may be purchased under the 2001 Incentive Stock Plan (the
"Plan"), such Plan having been approved by the stockholders of the
Company on April 25, 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 of them, as the case may be, every act whatsoever
necessary or advisable to be done
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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 4th day of January, 2001.
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 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 purchased under the 2001
Incentive Stock Plan (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
19th day of December, 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
---------------------------- ----------------------------
William G. Bowen Heidi G. Miller
/s/ Johnnetta B. Cole /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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