JONES LANG LASALLE INC
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<TYPE>EX-10.2
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<FILENAME>jll_102.txt
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EXHIBIT 10.2
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Confidential                       Jones Lang LaSalle Incorporated

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           LASALLE INVESTMENT MANAGEMENT LONG-TERM INCENTIVE
                         COMPENSATION PROGRAM
                         TERMS AND CONDITIONS


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I.   INTRODUCTION:

The LaSalle Investment Management Long-Term Incentive Compensation Program
(the "Plan") is designed to provide certain LaSalle Investment Management
("LIM") executives ("Participants") an opportunity to further align their
interests with those of the Jones Lang LaSalle Incorporated (the "Company")
shareholders as well as to retain the Participants at the Company.  The
Plan provides incentives for the growth of LIM's core advisory revenues and
margins, as well as incentives for attaining its performance/incentive fee
projections.  The Plan is designed with the flexibility to add additional
Participants over time.


II.  TERMS:

PERFORMANCE
MEASUREMENT:     The Plan is comprised of two components:

                 1)   MODIFIED CASH FLOW ("MCF")

                      This component of the Plan is designed to recognize
                      the value added the Company receives from LIM's
                      entire business, including performance/incentive
                      fees.  MCF is defined as Pre-Global Operating
                      Income less amortization and equity earnings.  MCF
                      is the metric by which the Plan's payouts are
                      determined.

                 2)   MODIFIED BASE CASH FLOW ("MBCF")

                      This component of the Plan is designed to recognize
                      the value added the Company receives from enhancing
                      LIM's core advisory revenues and the resulting
                      margins. MBCF is defined as MCF less incentive fees
                      net of any related team incentive bonus.  The MBCF
                      is the metric by which the Plan's hurdles are
                      measured, as described below.

                 Additional matters to be taken into account are as
                 follows:

                 .    Regarding control of overhead allocations (those
                      which are outside LIM's span of control), annually
                      during budget season a reasonable and fair
                      allocation to LIM will be agreed upon based on all
                      known facts, events and plans anticipated for the
                      respective year.

                 .    LIM will develop a list of existing incentive fee
                      structures and forecasted payouts, and will update
                      this list as required during the term of the Plan.



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PERFORMANCE
PAYOUTS:         Payouts will be determined on a calendar year basis.  In
                 order to earn a payout under the Plan (the "Earned
                 Payout"), both a MBCF margin and a MBCF Compound Annual
                 Growth Rate ("CAGR"), using 2002 as the base year, must
                 be met (collectively, "MBCF Hurdles").  In the event that
                 both of the MBCF Hurdles are not met, the Earned Payout
                 will be determined on the next lowest level for which
                 both are met.

                 Outlined below are the Plan's escalating hurdles and
                 payouts:


          MBCF             MBCF
Hurdle    Margin           CAGR        Payout
------    ------           ----        ------

i.        7.5% or >   &    >12.5%      10% of MCF >12.5% MBCF CAGR

ii.       10% or >    &    >15%        15% of MCF >15% MBCF CAGR

iii.      12.5% or >  &    >17.5%      17.5% of MCF >17.5% MBCF CAGR

iv.       15% or >    &    >20%        20% of MCF >20% MBCF CAGR


                 If LIM exceeds the MBCF Hurdles for a given year, the
                 Participants would be allocated a percentage of the
                 current year net amount of MCF above the respective MBCF
                 CAGR.


PAYOUT
PROVISIONS:      .    The Plan's base MBCF for 2002 will equal $5.5
                      million for purposes of making calculations.

                 .    Earned Payouts will be calculated annually and be
                      paid: (1) 50% in cash (50% at the same time that
                      bonus payments are made for the prior year and the
                      remaining 50% twelve months thereafter) and (2) 50%
                      in restricted shares granted as of January 1
                      following the year they were earned (50% of which
                      will vest 24 months from the date of grant and the
                      remaining 50% of which will vest 36 months from the
                      date of grant).

                 .    Participants must be employed by the Company to
                      receive payment for any unvested cash or restricted
                      shares, subject to 'Retirement and Death/
                      Disability' provisions below.

                 .    The Company reserves the right to substitute cash
                      for restricted shares at its sole discretion.


VESTING:

  CHANGE IN
  CONTROL        .    Vesting and distribution of all unvested cash and
                      restricted shares occurs immediately if a sale or
                      change in control occurs, as determined by the
                      Compensation Committee of the Board of Directors.







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                 .    In the event of a change of control of LIM or the
                      Company and the Participants are subsequently
                      required to take a significant change in
                      responsibility or reduction in compensation,
                      Participants may choose to be treated as terminated
                      without cause.

  TERMINATION    .    Participant forfeit unvested cash and restricted
                      shares if terminated with cause, including
                      documented poor performance.

                 .    Accelerated vesting, with distributions in
                      accordance with the Payout Provisions above, for
                      unvested cash and restricted shares occurs if
                      terminated without cause, with the balance treated
                      consistent with the terms of 'Retirement and
                      Death/Disability'.

                 .    Participants forfeit unvested cash and restricted
                      shares if Participant elects to leave company on
                      own accord, but not for retirement reasons.

  RETIREMENT
  AND DEATH/
  DISABILITY     .    For retirement prior to age 58, if approved by the
                      Company CEO in his sole discretion,accelerated
                      vesting occurs for all of a Participant's unvested
                      cash and restricted shares upon retirement , with
                      payment or distribution in accordance with the
                      Payout Provisions above, and no further benefits
                      accrue.  The factors that will be considered by the
                      Company CEO in approving a retirement prior to age
                      58 will include, but not be limited to, age, tenure
                      with the Company, position with the Company and
                      plans for employment, if any, after retirement. For
                      death or total disability at any age or retirement
                      at age 58 or later, but prior to the end of the
                      Plan term, accelerated vesting occurs for all of a
                      Participant's unvested cash and restricted shares
                      with payment or distribution in accordance with the
                      Payout Provisions above and for Earned Payouts
                      determined post retirement, death, or total
                      disability, a Senior Participant's points will be
                      reduced each year by 20% for the next three years.
                      Payment entitlements do not extend beyond three
                      years (i.e.- points will equal 80% for the first
                      year of retirement, 60% for the second year, 40%
                      for the third year and 0% thereafter).

                 .    For retirement at age 58 or later or death or total
                      disability at any age and after the end of the Plan
                      term, accelerated vesting occurs for all of a
                      Participant's unvested cash and restricted shares
                      with payment or distribution in accordance with the
                      Payout Provisions above.


FORFEITURES:     .    All forfeited points will be reallocated to the
                      Reserve Pool, as defined under 'Allocation
                      Methodology'.   All forfeited cash and restricted
                      shares will be reallocated to Participants in the
                      relevant Earned Payout on a prorata basis based on
                      each Participant's specified points as a percent of
                      the total.






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TERM:            .    The Plan will be effective through the calendar
                      year 2007.

                 .    It is anticipated that a subsequent long-term plan
                      would follow this Plan period, and such a plan
                      would be revised for market competitive
                      compensation, eligible participants, and business
                      forecasts at that time.


ALLOCATION
METHODOLOGY:

  POINTS         .    A total of 100 points will be allocated out of the
                      Plan

                 .    Initial permanent allocation of 60 points to create
                      a pool that is allocated across eight initial
                      senior Participants ("Senior Participants"), which
                      cannot be reduced during the life of the Plan.

                 .    Not more than 35 of the remaining 40 points
                      ("Reserve Pool") may be allocated to:

                      1.    current employees who are selected to become
                            Senior Participants given the strength of
                            their contributions to the growth of LIM;

                      2.    new hires who become Senior Participants; or

                      3.    increase point allocations to individuals who
                            are part of the initial group of Senior
                            Participants, as appropriate, based on the
                            value of the ongoing contribution made by the
                            individual.

                 .    LIM's CEO shall ensure that reasonable efforts are
                      taken to identify new Senior Participants for
                      grants out of the Reserve Pool, by either promoting
                      from within or hiring from the outside, as
                      appropriate to maximize the prospects of achieving
                      LIM's growth opportunities.

  EARNED
  PAYOUTS        .    Annual allocation of the first $20 million of the
                      Earned Payout funds during life of the Plan:

                      1.    First, to the Senior Participants according
                            to their allocated points;

                      2.    Second, at least 5 points but no more than 10
                            points worth will be allocated to Key
                            Employees;

                 .    The remaining Earned Payout funds will be
                      distributed across the Senior Participants by:

                      1.    allocating 33% of any remaining amount on a
                            pro-rata basis based on each Senior
                            Participant's specified points as a percent
                            of the total;

                      2.    allocating 67% to the Senior Participants
                            based on the LIM CEO's objective/subjective
                            assessment of each person's relative
                            contribution to the success of LIM.




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                 .    If a payout equals more than $20 million during a
                      single year, LIM's CEO may elect to pay some
                      portion or all of the amount over $20 million to
                      other LIM employees who are viewed as future
                      leaders of the business ("Key Employees"), subject
                      to the approval of the Company's CEO.  Any amount
                      over $20 million not used for this purpose will be
                      allocated in accordance with the Earned Payout
                      allocation procedure above.

                 .    All Senior Participant changes, either Participants
                      and/or points, will be at the recommendation of
                      LIM's CEO as agreed to by the Company CEO.  Any
                      recommendations not agreed to between the LIM CEO
                      and Company CEO may be brought to the Compensation
                      Committee of the Board of Directors for review.

                 .    All recommendations related to the annual
                      distribution will be made by LIM's CEO and
                      submitted to the Company's CEO for final approval.


"ZERO SUM"
RULE:            .    LIM will not receive credit nor be penalized for
                      margin gained from the transfer of existing
                      products and services from affiliates within the
                      Company.

                 .    To the extent LIM is able to improve margins
                      related to products and services transferred to it
                      from Company affiliated businesses, this margin
                      enhancement would be included as part of the
                      payment calculation. Each transfer, and the related
                      base case margin impact on LIM's business, will be
                      reviewed in advance by senior management within
                      both the Company and LIM, and subsequently
                      documented to guide future calculations related to
                      realized margin enhancement activities.

                 .    The Company acknowledges the Plan is a long-term
                      compensation plan unique to the Participants of LIM
                      in recognition of the competitive marketplace for
                      the skills of Senior Participants. Participants
                      also acknowledge that the goal of the plan is to
                      accelerate the contribution of the business to the
                      overall success of the Company, and therefore
                      contribute to the success of the "One Firm Firm".
                      In this regard, the Company recognizes that LIM,
                      while acting in the best interests of its clients,
                      must be able to select those service firms that LIM
                      management believes are best capable in the
                      marketplace of providing the various real estate
                      property management, advisory and transactional
                      services needed to create value for their clients,
                      taking into account skills and capabilities, market
                      costs and their ability to provide investment and
                      leasing opportunities. Therefore, subject to the
                      provisions above, should LIM not support the
                      Company's overall mission, the Company's CEO will
                      have the discretion to hold back up to 20% of the
                      Earned Payout due to a Participant(s) in any given
                      year.  This hold back amount can subsequently be
                      released if there is satisfactory resolution of the
                      issue. The CEO of LIM may appeal to the
                      Compensation Committee of the Board of Directors





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                      any decision by the Company CEO to hold back any
                      Earned Payout.  The CEO of LIM will contact the
                      Company CEO quarterly and inquire if there are any
                      unresolved issues.  Regardless, the Company CEO
                      will notify the CEO of LIM in a timely fashion if
                      any matters come to his attention that could have
                      an impact on this provision.


ELIGIBILITY:     .    LIM designated executives, who will participate
                      based on point allocations.

                 .    Senior Participants in this plan are not eligible
                      for other long-term plans without the approval of
                      the Company's CEO.

                 .    Senior Participants participate in the Inter-
                      national Director Co-Investment Long Term
                      Incentive Plan for the 2002 plan year, but
                      participation in plan years thereafter shall be
                      determined in accordance with the terms of that
                      plan.

                 .    Senior Participants will not be eligible to receive
                      Company financing for investing into LIM funds
                      (existing financing would stay in place), except as
                      may be required by a client of LIM, authorized by
                      applicable law and approved by the Company CEO.


ADMINISTRATION:  .    Performance calculations managed through the
                      Company's Global Finance Group.


INTERPRETATION:  .    This Plan shall be interpreted by the Compensation
                      Committee of the Board of Directors and such
                      interpretations shall be final.  Any matters upon
                      which the LIM CEO and Company CEO fail to reach
                      agreement may be referred to the Compensation
                      Committee of the Board of Directors for resolution.

LOANS:           Not permitted.


AMENDMENTS:      It is the intent of both the Senior Participants and the
                 Company that the Plan not be amended during its term.
                 However, both acknowledge that at some point during its
                 term it may be necessary to amend the Plan in order to
                 maintain its original objectives.  An amendment to the
                 Plan may be proposed by either the Senior Participants
                 (provided they all agree to the proposal) or the Company
                 by presenting it to the other party.  Should the Company
                 and the Senior Participants come to an agreement on the
                 Amendment, the amendment shall be presented to the
                 Compensation Committee for review and approval.  In the
                 event they are unable to come to an agreement on an
                 amendment, the issue shall be presented to the
                 Compensation Committee for resolution.  Approval of the
                 Compensation Committee of Board of Directors is required
                 for any amendment.










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