EXHIBIT 10.16
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                         AMENDED AND RESTATED
                    JONES LANG LASALLE INCORPORATED
                CO-INVESTMENT LONG-TERM INCENTIVE PLAN


                        Dated December 17, 2002






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                    JONES LANG LASALLE INCORPORATED
                CO-INVESTMENT LONG-TERM INCENTIVE PLAN



                           Table of Contents


     Section                                                  Page
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     I.    Purpose. . . . . . . . . . . . . . . . . . . . . .    3

     II.   Eligibility. . . . . . . . . . . . . . . . . . . .    3

     III.  Specific Terms of Grants . . . . . . . . . . . . .    3

     IV.   Administration . . . . . . . . . . . . . . . . . .    5

     V.    General Provisions . . . . . . . . . . . . . . . .    5




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                    JONES LANG LASALLE INCORPORATED
                CO-INVESTMENT LONG-TERM INCENTIVE PLAN


I.   PURPOSE

The Jones Lang LaSalle Incorporated Co-Investment Long-Term Incentive Plan
(the "Plan") is designed to provide a select group of management or highly
compensated employees and independent contractors of Jones Lang LaSalle
Incorporated (the "Company"), or any now existing or hereafter established
or acquired subsidiary or affiliate ("Affiliate"), with an opportunity to
benefit, on a notional basis, from real estate investments made by the
Company via the Company's co-investments in real estate through LaSalle
Investment Limited Partnership ("LILP"), based on the performance of LILP's
underlying investments (the "Investments").  This Plan is designed to
permit the Company to continue to retain the services of Participants in
the Plan, to increase their efforts on behalf of the Company and to promote
its success in the interest of stockholders.  It will also serve to further
align the interests of participants in the Plan with those of the Company's
real estate investment clients.

II.  ELIGIBILITY

An employee or independent contractor shall become a Participant as of the
date he is notified in writing by the Compensation Committee of the
Company's Board of Directors (the "Committee"), or its delegate, that he or
she has been selected to become a Participant.  The Committee shall
consider such factors as it, in its sole discretion, considers pertinent in
selecting Participants.  "Participant" means, for a Plan year or portion of
a Plan year, an individual: (a) who is an employee of or independent
contractor to the Company or an Affiliate; (b) who is a member of a select
group of management or highly compensated employees, or an individual
serving as an independent contractor having comparable duties and
compensation; (c) who, for such Plan year, has satisfied such minimum
compensation or other classification requirements established from time to
time by the Committee, and who is designated by the Committee, in its sole
discretion, as a Participant in the Plan; and (d) who has not otherwise
been removed from participation in the Plan by the Committee.  A
Participant must complete such forms and provide such data in a timely
manner as is required by the Committee.

III. SPECIFIC TERMS OF GRANTS

     a.    PARTICIPANTS' ACCOUNTS:  The Committee shall establish and
           maintain on behalf of each Participant a separate bookkeeping
           account (an "Account") under the Plan.  With respect to each
           Participant, this Account shall represent the amount of his
           notional interest in the Initially Allocated Funds and
           Subsequently Allocated Funds granted under the Plan plus any
           distributions to which he subsequently becomes entitled.  An
           Account shall be credited with a distribution arising from an
           Investment only when such distribution is actually received by
           the Company.  Distributions credited to an Account shall not
           earn interest.  The Committee, in its discretion, may also
           establish and maintain such additional separate bookkeeping
           accounts for the Participant as it shall deem desirable.



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     b.    BASIS OF GRANTS AND INITIAL GRANT:  For calendar year 2002,
           the Company will identify a $5.0 million allocation out of the
           total of funds that it has invested in the Investments as of
           December 31, 2002 (the "Initially Allocated Funds") to be used
           as a benchmark for determining the notional interests to be
           earned by Participants.  The Initially Allocated Funds will be
           allocated to the particular Investments in proportion to the
           amount invested in that particular Investment compared to the
           total invested by the Company in all of the Investments as of
           that date.  The Initially Allocated Funds will be tracked for
           purposes of the Plan net of any carrying charge associated with
           the timing of the investment of those funds in LILP and will be
           allocated expenses for purposes of the Plan in the same manner
           as all other investors (i.e., a proportion of all expenses
           incurred from the date of inception through the date of
           investment and a proportion of all expenses thereafter).  As
           soon as practicable following the date on which the Initially
           Allocated Funds are identified by the Company, each
           Participant's Account (as defined above) shall be credited with
           a proportional notional interest (an "Interest") in such
           Initially Allocated Funds.  A Participant's Interest will
           represent an unfunded and unsecured promise to be paid in
           accordance with the terms of the Plan and not an actual
           interest in the Investments.

     c.    FUTURE GRANTS:  The Company will identify and allocate an
           additional $5.0 million of its investment in the Investments
           for grants to Participants in each of calendar year 2003 and
           2004, which will be determined, tracked and calculated in the
           same manner as provided for in III. b. above, at the end of
           each of the respective years (the "Subsequently Allocated
           Funds"), or such other amount as may be determined by the
           Committee; provided, that no additional allocations will be
           made unless the Company meets at least a 10% GAAP earnings per
           share growth for the immediately preceding calendar year over
           the prior calendar year.  As soon as practicable following the
           date on which the Subsequently Allocated Funds are identified
           by the Company, each Participant's Account shall be credited
           with an Interest in such Subsequently Allocated Funds.
           Participation in such future grants, if any, will be determined
           by the Committee on an annual basis.

     d.    VESTING:  A Participant shall vest in such portion of his
           Account attributable to his notional Interest in the Initially
           Allocated funds, and any distributions attributable thereto,
           and each Interest in the Subsequently Allocated Funds, and any
           distributions attributable thereto, upon the earlier of: (a)
           five (5) years from the date of grant of the Interest in the
           Initially Allocated Funds or, in the case of an Interest in the
           Subsequently Allocated Funds, five (5) years from the date of
           grant of each Interest in the Subsequently Allocated Funds, (b)
           retirement (on or after attainment of age 60 or, if lower,
           attainment of the statutory retirement age), (c) death or
           permanent disability, or (d) in the case of Participants
           employed by the Company or any of its Affiliates, a change in
           control (as determined by the Committee) of the Company or the
           business unit of the Company by which the Participant is
           employed. In the case of Participants employed by the Company
           or any of its Affiliates, termination of employment with the
           Company and its Affiliates prior to vesting, for any reason
           other than those provided for above, shall result in the
           complete forfeiture of a Participant's Account. In the case of


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           Participants providing services to the Company or any of its
           Affiliates as an independent contractor (directly or through a
           corporation or other business entity), termination of the
           independent contractor relationship, direct or indirect,
           between the Company or its Affiliates and the Participant, for
           any reason other than those provided for above, shall result in
           the complete forfeiture of a Participant's Account. The
           Committee shall, in its sole discretion, have the authority to
           accelerate the vesting of a Participant's Account.

     e.    PAYMENTS:  All payments will be made in cash to any Participant
           whose Account has not been forfeited, in an amount or amounts,
           equal to the Company's return on the Initially Allocated Funds
           and any Subsequently Allocated Funds, in proportion to each
           Participant's Interest.  However, no payment will be made from
           the Plan earlier than five (5) years from the date a
           Participant first is allocated an Interest under the Plan.  If
           a Participant becomes fully vested in his Account because of
           the five (5) year vesting period, the Company shall, as soon as
           practicable after the date of such vesting, pay an amount equal
           to all distributions attributable to any Interest credited to
           the Participant's Account that are actually received by the
           Company prior to that time.  If a Participant becomes fully
           vested because of retirement, death, permanent disability or a
           change in control, the Company shall, as soon as practicable
           after the date on which the Participant would have satisfied
           the five (5) year vesting period, pay an amount equal to all
           distributions attributable to any Interest credited to the
           Participant's Account that are actually received by the Company
           prior to that time.  Any future payments shall be made at the
           same time or times as the Company actually receives
           distributions from LILP with respect to the Investments.

IV.   ADMINISTRATION

The Plan shall be administered by or under the authority of the Committee.
Subject to the provisions of the Plan, the Committee, in its sole
discretion, shall have the authority to approve eligibility to participate
in the Plan, to establish the terms and conditions under which the awards
become payable, and to adopt such rules and regulations and make all other
determinations deemed necessary or desirable for the implementation and
administration of the Plan.  In addition, the Committee shall have the
authority to delegate such of its duties and authority under the Plan as it
shall determine, in its sole discretion.

Any interpretation of the Plan and any decisions, calculations and
determinations made by the Committee on all matters relating to the Plan or
the administration thereof shall be final and binding.

V.   GENERAL PROVISIONS

     a.    TERM: Grants may be made pursuant to the Plan beginning as of
           January 1, 2002 and ending as of December 31, 2004.

     b.    PLAN TERMINATION AND AMENDMENT:  This Plan is subject to
           amendment or termination by the Committee in its sole
           discretion; provided that no such amendment or termination may
           reduce the value of any benefit already granted under the Plan.
           Participants will be notified of an amendment or termination of
           the Plan within a reasonable time after the amendment or
           termination has been effected.



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     c.    WITHHOLDING AND BENEFITS:  The Company will withhold from any
           amounts payable under this Plan all federal, state, city and
           local taxes and any other amounts as shall be legally required,
           as well as any other amounts authorized or required by employer
           policy including, but not limited to, withholding for
           garnishments and judgments or other court orders.  Amounts
           accrued or paid under this Plan shall not be included or
           considered in determining any benefits under any pension,
           retirement, profit sharing, group insurance or other benefit
           plan of the Company or any of its subsidiaries or affiliates.

     d.    EMPLOYMENT AND OTHER RIGHTS:  The Plan does not constitute an
           employment, consulting or other contract and participation in
           the Plan will not give a Participant the right to continue to
           be retained as an employee of or consultant to the Company or
           any of its Affiliates on a full-time, part-time, or any other
           basis, or to or in any way limit or interfere with the
           Participant's right to terminate his employment or consulting
           relationship with the Company or its Affiliates.  Participation
           in the Plan shall not give any Participant any right or claim
           to any benefit under the Plan unless such right or claim has
           specifically accrued under the terms of the Plan.

     e.    INTERESTS NOT DISTRIBUTED TO PARTICIPANTS:  Any Interest
           forfeited in accordance with the terms of this Plan will be
           retained by the Company and may be redistributed, or not, as
           the Company deems appropriate.

     f.    LOANS:  Loans are not permitted under the Plan.

     g.    REPORTING:  On an annual basis, the Company will provide to
           Participants a report on the performance to-date of the
           Investments.

     h.    TRANSFERABILITY:  Grants under the Plan shall not be
           transferable by a Participant, except by will or the laws of
           descent and distribution.

     i.    GOVERNING LAW:  The Plan, and all determinations made and
           actions taken pursuant hereto, shall be governed by the laws of
           the State of Maryland without giving effect to the principles
           of conflict of laws.

     j.    UNFUNDED STATUS OF INTERESTS:  The Plan is intended to
           constitute an "unfunded" plan for incentive compensation.
           Benefits hereunder shall be paid from assets which shall
           continue, for all purposes, to be a part of the general,
           unrestricted assets of the Company.  The obligation of the
           Company hereunder shall be an unfunded and unsecured promise to
           pay money in the future.  With respect to any payments not yet
           made to a Participant pursuant to a grant, nothing contained in
           the Plan or any grant agreement shall give any such Participant
           any rights that are greater than those of a general creditor of
           the Company.  It is intended that the Plan be unfunded for tax
           purposes and for purposes of Title I of the Employee Retirement
           Income Security Act of 1974, as amended.

     k.    GERMAN PARTICIPANTS.  Notwithstanding any provision of the Plan
           to the contrary, clauses (b) and (c) of Section III.d. shall
           not be applicable in the case of any Participant residing or
           employed in Germany.