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Exhibit 5
AGREEMENT AND POWER OF ATTORNEY
WHEREAS, the undersigned are beneficial owners, 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 agree 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 constitute and appoint Richard A.
Smith and Mark D. Balk and each of them singly, as their true and lawful
attorneys, with full power to them, and each of them, to sign for the
undersigned 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 their
signature as it may be signed by their said attorneys to said Schedule 13D and
any and all amendments thereto.
REMAINDER OF PAGE INTENTIONALLY BLANK
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SMITH MANAGEMENT COMPANY LLC MARIAN REALTY COMPANY LLC
By: Smith Management Company Trust By: Marian Realty Company Trust
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its sole Member its sole Member
By: /s/ Richard A. Smith By: /s/ Richard A. Smith
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Richard A. Smith Richard A. Smith
Trustee of Smith Management Trustee of Marian Realty
Company Trust Company Trust
By: /s/ Mark D. Balk By: /s/ Nancy L. Marks
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Mark D. Balk Nancy L. Marks
Trustee of Smith Management Trustee of Marian Realty
Company Trust Company Trust
By: /s/ Mark D. Balk
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Mark D. Balk
Trustee of Marian Realty
Company Trust
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