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Exhibit 99.4
AGREEMENT AND POWER OF ATTORNEY
WHEREAS, the undersigned is a beneficial owner, as determined pursuant
to Rule 13d-3 of the General Rules and Regulations of the Securities Exchange
Act of 1934, as amended, of certain shares of Class B Stock of Harcourt General,
Inc. ("Class B Stock"), that are covered by the Smith-Lurie/Marks Family
Stockholders' Agreement dated as of December 29, 1986, as amended (the
"Stockholders' Agreement").
WHEREAS, pursuant to the terms of the Stockholders' Agreement, certain
individuals, trustees and corporations, including the undersigned (collectively
the "Smith Family Group"), have agreed to act together for certain purposes,
including acquiring, holding and disposing of Class B Stock.
NOW THEREFORE, the undersigned agrees that:
1. A joint statement containing the information required by Schedule
13D shall be filed with the Securities and Exchange Commission on behalf of each
of the members of the Smith Family Group.
2. The undersigned hereby severally constitutes and appoints Richard A.
Smith and Mark D. Balk and each of them singly, my true and lawful attorneys,
with full power to them, and each of them, to sign for me in my name the
Schedule 13D relating to the shares of Class B Stock covered by the
Stockholders' Agreement and any other shares required to be reported on such
Schedule 13D, and any and all amendments thereto filed or to be filed with the
Securities and Exchange Commission, hereby ratifying and confirming my signature
as it may be signed by my said attorneys to said Schedule 13D and any and all
amendments thereto.
/s/ Jennifer L. Berylson
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Jennifer L. Berylson
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