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CUSIP NO. 36866W 10 6
Exhibit 7(E)
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby
constitutes and appoints Arthur M. Siskind each of the undersigned's true and
lawful attorney-in-fact to:
(1) execute for and on behalf of each of the undersigned, (a) any and
all amendments to the Statement on Schedule 13D with respect to the
ownership Gemstar-TV Guide International, Inc. securities, and other
documents in connection therewith, pursuant to Section 13(d) of the
Securities Exchange Act of 1934 and the rules thereunder (together,
the "Exchange Act"), (b) Forms 3, 4, and 5, or any amendments
thereof, with respect to the ownership of Gemstar-TV Guide
International, Inc. securities pursuant to Section 16(a) of the
Exchange Act, and (c) in each case, any successor Statement or
Forms, or amendments thereof;
(2) do and perform any and all acts for and on behalf of each of the
undersigned which may be necessary or desirable to complete and
execute any such amendment to the Statement on Schedule 13D or Form
3, 4, or 5 (or any amendment thereof) and file such documents with
the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, each of
the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such terms
and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever,
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as each of the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. Each of the undersigned acknowledges that such
attorney-in-fact, in serving in such capacity at the request of each of the
undersigned, is not assuming any of each of the undersigned's responsibilities
to comply with Section 13 or Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until
each of the undersigned is no longer required to file any such amendment to the
Statement on Schedule 13D or Forms 3, 4, and 5 (or successor Statements or
Forms), unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorney-in-fact.
Page 27 of 30 Pages
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CUSIP NO. 36866W 10 6
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 24th day of July 2000.
THE NEWS CORPORATION LIMITED
By: /s/ Arthur M. Siskind
-------------------------------
Name: Arthur M. Siskind
Title: Director
Page 28 of 30 Pages
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IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 24th day of July 2000.
/s/ K. Rupert Murdoch
--------------------------
K. Rupert Murdoch
Page 29 of 30 Pages
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IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 24th day of July 2000.
SKY GLOBAL NETWORKS, INC.
By: /s/ Arthur M. Siskind
-----------------------------
Name: Arthur M. Siskind
Title: Director and Senior
Executive Vice President
Page 30 of 30 Pages
