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EXHIBIT 24.1
POWER OF ATTORNEY
Each of the undersigned does hereby appoint CELIA A. COLBERT and MARY M.
McDONALD, 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) any Registration Statements 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 the plans and the plan
interests 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, 1995.
MERCK & CO., INC.
By /s/ Raymond V. Gilmartin
---------------------------------------
Raymond V. Gilmartin
Chairman of the Board,
President and Chief Executive
Officer (Principal Executive Officer;
Director)
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/s/ Judy C. Lewent Senior Vice President and Chief Financial Officer
- -------------------------- (Principal Financial Officer)
Judy C. Lewent
/s/ Peter E. Nugent Vice President, Controller
- -------------------------- (Principal Accounting Officer)
Peter E. Nugent
DIRECTORS
/s/ H. Brewster Atwater, Jr /s/ Lloyd C. Elam
- ------------------------------- -------------------------------
H. Brewster Atwater, Jr. Lloyd C. Elam
/s/ Derek Birkin /s/ Charles E. Exeley, Jr.
- ------------------------------- -------------------------------
Derek Birkin Charles E. Exley, Jr.
/s/ Lawrence A. Bossidy /s/ William N. Kelley
- ------------------------------- -------------------------------
Lawrence A. Bossidy William N. Kelley
/s/ William G. Bowen /s/ Samuel O. Thier
- ------------------------------- -------------------------------
William G. Bowen Samuel O. Thier
/s/ Johnnetta B. Cole /s/ Dennis Weatherstone
- ------------------------------- -------------------------------
Johnnetta B. Cole Dennis Weatherstone
/s/ Carolyne K. Davis
- -------------------------------
Carolyne K. Davis
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CERTIFIED RESOLUTION OF BOARD OF
DIRECTORS
I, Dolores O. Rosinski, 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 October 24, 1995, at a meeting of the Directors of said Corporation
held in Whitehouse Station, 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 Merck & Co., Inc. (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") Registration Statements 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 1996 Incentive Stock Plan, the
Non-Employee Directors Stock Option Plan and the Merck Employees Federal
Credit Union Stock Option Plan and the interests in the plans covered by
the USHH Incentive Plan and the Astra Merck Inc. Employee Savings and
Security Plan (the "Plans");
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 Statements 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 Statements 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 Mary M. McDonald, 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 Statements and any and all
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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;
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
Plans; 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 28th day of November, 1995.
[Corporate Seal]
/s/ Dolores A. Rosinski
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Senior Assistant Secretary
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