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                                                                 EXHIBIT   24(4)


                                POWER OF ATTORNEY


STATE OF SOUTH DAKOTA  )
                       )  SS
COUNTY OF MINNEHAHA    )


          KNOW ALL MEN BY THESE PRESENTS that Dan L. 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, Dan L. Kirby, has hereunto set his hand this 26th
day of February , 1997.


                                 /s/ Dan L. Kirby
                                 -------------------------------
                                 Dan L. Kirby


          I, Barbara Jo Claus, a Notary Public in and for said County in the
State aforesaid, do hereby certify that Dan L. 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 26th day of February,
1997.


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

      1/29/98