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                                                                 EXHIBIT 24(5)
                               POWER OF ATTORNEY



STATE OF SOUTH DAKOTA )
                      )  SS
COUNTY OF MINNEHAHA   )



     KNOW ALL MEN BY THESE PRESENTS that Joe P. Kirby, having an address at 
Western Surety Company, 101 South Phillips Avenue,  Sioux Falls,  South
Dakota 57102, has made, constituted and appointed and BY THESE PRESENTS, does
make, constitute and appoint SHELI Z. ROSENBERG, having an address at Rosenberg
& Liebentritt, Two North Riverside Plaza, Chicago, Illinois 60606, his true and
lawful Attorney-in-Fact for him and in his name, place and stead to sign and
execute in any and all capacities this Annual Report on Form 10-K and any or
all amendments to this Annual Report on Form 10-K, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, giving and granting unto Sheli Z.
Rosenberg, said Attorney-in-Fact, full power and authority to do and perform
each and every act and thing, requisite and necessary to be done in and about
the premises, as fully, to all intents and purposes as he might or could do if
personally present at the doing thereof, with full power of substitution and
revocation, hereby ratifying and confirming all that said Attorney-in-Fact or
her substitutes shall lawfully do or cause to be done by virtue hereof.

     This Power of Attorney shall remain in full force and effect until
terminated by the undersigned through the instrumentality of a signed writing.

     IN WITNESS WHEREOF, Joe P. Kirby, has hereunto set his hand this 4th day
of March, 1996.


                                                /s/ Joe P. Kirby
                                             -------------------------
                                                    Joe P. Kirby


     I, Barbara Jo Claus, a Notary Public in and for said County in the State
aforesaid, do hereby certify that Joe P. Kirby, personally known to me to be
the same person whose name is subscribed to the foregoing instrument appeared
before me this day in person and acknowledged that he signed and delivered said
instrument as his own free and voluntary act for the uses and purposes therein
set forth.

     Given under my hand and notarial seal this 4th day of March,  1996.


                                             /s/ Barbara Jo Claus
                                             -------------------------
                                                  (Notary Public)
My Commission Expires:

     1/29/98