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EXHIBIT 24.2
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 to 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
17th day of December, 1996.
MERCK & CO., INC.
By /s/ Raymond V. Gilmartin
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Raymond V. Gilmartin
Chairman of the Board,
President and Chief Executive
Officer (Principal Executive Officer;
Director)
/s/ Judy C. Lewent Senior Vice President and Chief Financial Officer
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Judy C. Lewent (Principal Financial Officer)
/s/ Peter E. Nugent Vice President, Controller
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Peter E. Nugent (Principal Accounting Officer)
DIRECTORS
/s/ H. Brewster Atwater, Jr. /s/ Lloyd C. Elam
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H. Brewster Atwater, Jr. Lloyd C. Elam
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/s/ Derek Birkin /s/ Charles E. Exley, Jr.
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Derek Birkin Charles E. Exley, Jr.
/s/ Lawrence A. Bossidy /s/ William N. Kelley
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Lawrence A. Bossidy William N. Kelley
/s/ William G. Bowen /s/ Samuel O. Thier
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William G. Bowen Samuel O. Thier
/s/ Carolyne K. Davis /s/ Dennis Weatherstone
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Carolyne K. Davis Dennis Weatherstone
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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 December 17, 1996, at a meeting of the Directors of said Corporation
held in the City of New York, State of New York, 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 and the plan interests which may
be purchased under the Base Salary Deferral Plan and the incentive
plans covered by Registration Statement No. 33-51235 (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
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
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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 17th day of December, 1996.
[Corporate Seal]
/s/ Dolores O. Rosinski
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Senior Assistant Secretary
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