EXHIBIT 10.16


                         JONES LANG LASALLE INCORPORATED
                         -------------------------------
                               SEVERANCE PAY PLAN
                               ------------------

              (As Amended and Restated Effective September 1, 2005)


<PAGE>
                         JONES LANG LASALLE INCORPORATED
                               SEVERANCE PAY PLAN

                AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2005


     I,  Nazneen  Razi,  am  the  Chief  Human  Resources Officer for Jones Lang
LaSalle  Americas,  Inc.,  and  the  Administrator  of  the  Jones  Lang LaSalle
Incorporated  Severance  Pay  Plan  (the  "Plan").  The  Plan  originally  was
established  effective  June  1,  1998.  Pursuant to the authority granted to me
under subsection 7.7 of the Plan, the Plan is hereby amended and restated in the
form  attached  hereto,  with  an  "effective  date"  of September 1, 2005.  All
previous  versions  of  the Plan are superseded by the attached Plan, as amended
and  restated  effective  September  1,  2005.


_____________________________
Nazneen Razi
Chief Human Resources Officer
Jones Lang LaSalle Americas, Inc.


Dated:_______________________


<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                -----------------

                                                                     PAGE
                                                                     ----

<S>                                                                    <C>
SECTION 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
    Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . .   1
        1.1     Purpose.. . . . . . . . . . . . . . . . . . . . . . .   1
        1.2     Effective Date, Plan Year.. . . . . . . . . . . . . .   1
        1.3     Employers.. . . . . . . . . . . . . . . . . . . . . .   1
        1.4     Administration. . . . . . . . . . . . . . . . . . . .   2
        1.5     Plan Supplements. . . . . . . . . . . . . . . . . . .   2

SECTION 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
    Eligibility for Participation . . . . . . . . . . . . . . . . . .   2
        2.1     Participants. . . . . . . . . . . . . . . . . . . . .   2
        2.2     Conditions of Ineligibility.. . . . . . . . . . . . .   3

SECTION 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
    Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . .   5
        3.1     Pay.. . . . . . . . . . . . . . . . . . . . . . . . .   5
        3.2     Full Years of Continuous Service. . . . . . . . . . .   5
        3.3     Base Severance. . . . . . . . . . . . . . . . . . . .   6
        3.4     Enhanced Severance. . . . . . . . . . . . . . . . . .   6
        3.5     Conditions to Payment of Enhanced Severance Benefits.  11
        3.6     Repayments and Forfeitures. . . . . . . . . . . . . .  11
        3.7     Offset for Other Benefits or Amounts Due. . . . . . .  12
        3.8     Non-Solicitation of Employees and Clients.. . . . . .  12
        3.9     Continuation Coverage Benefits. . . . . . . . . . . .  12
        3.10    Benefits for Former Motorola Employees. . . . . . . .  12
        3.11    Benefits for Former Procter & Gamble Employees. . . .  13

SECTION 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
    Payment of Benefits . . . . . . . . . . . . . . . . . . . . . . .  13
        4.1     Release.. . . . . . . . . . . . . . . . . . . . . . .  13
        4.2     Form of Payment.. . . . . . . . . . . . . . . . . . .  13
        4.3     Death Benefits. . . . . . . . . . . . . . . . . . . .  14


                                      -i-
<PAGE>
SECTION 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
    Financing Plan Benefits . . . . . . . . . . . . . . . . . . . . .  14

SECTION 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
    Reemployment. . . . . . . . . . . . . . . . . . . . . . . . . . .  14

SECTION 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
    Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . .  15
        7.1     Information to be Furnished by Participants.. . . . .  15
        7.2     Employment Rights.. . . . . . . . . . . . . . . . . .  15
        7.3     Employer's and Administrator's Decision Final . . . .  15
        7.4     Evidence. . . . . . . . . . . . . . . . . . . . . . .  15
        7.5     Uniform Rules.. . . . . . . . . . . . . . . . . . . .  15
        7.6     Gender and Number.. . . . . . . . . . . . . . . . . .  16
        7.7     Action by Employer. . . . . . . . . . . . . . . . . .  16
        7.8     Controlling Laws. . . . . . . . . . . . . . . . . . .  16
        7.9     Interests Not Transferable. . . . . . . . . . . . . .  16
        7.10    Mistake of Fact.. . . . . . . . . . . . . . . . . . .  16
        7.11    Severability. . . . . . . . . . . . . . . . . . . . .  16
        7.12    Withholding.. . . . . . . . . . . . . . . . . . . . .  16
        7.13    Effect on Other Plans or Agreements.. . . . . . . . .  17
        7.14    Non-Duplication.. . . . . . . . . . . . . . . . . . .  17
        7.15    No Vested Rights. . . . . . . . . . . . . . . . . . .  17

SECTION 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
    Amendment and Termination . . . . . . . . . . . . . . . . . . . .  17
        8.1     Amendment and Termination.. . . . . . . . . . . . . .  17
        8.2     Notice of Amendment or Termination. . . . . . . . . .  17
</TABLE>


                                      -ii-
<PAGE>
                         JONES LANG LASALLE INCORPORATED
                         -------------------------------
                               SEVERANCE PAY PLAN
                               ------------------

                 (As Amended and Restated Effective May 1, 2004)


                                    SECTION 1

                                  INTRODUCTION

1.1  PURPOSE.

     Jones  Lang  LaSalle Incorporated (the "Company") has established the Jones
Lang  LaSalle Incorporated Severance Pay Plan (the "Plan") to enable the Company
and  its  subsidiaries  and  certain  affiliates  that  adopt  the Plan with the
Company's  consent  to  provide  severance  benefits  to  eligible employees who
involuntarily  terminate  employment  with  the  Company  or its subsidiaries or
certain  affiliates.  Severance  benefits  for  eligible  employees  shall  be
determined  exclusively  under  the  Plan.  The Plan, as set forth herein, shall
constitute an "employee welfare benefit plan" within the meaning of Section 3(1)
of  the  Employee  Retirement  Income  Act  of  1974  ("ERISA").

1.2  EFFECTIVE  DATE,  PLAN  YEAR.

     The Plan was originally established effective June 1, 1998.  The "effective
date"  of  the  Plan, as amended and restated, is May 1, 2004.  The terms of the
Plan  apply, on and after the effective date, to each participant who terminates
employment  with  an  Employer on or after that date, and such employees will be
entitled  to  benefits  only if they satisfy each of the Plan's requirements for
participation  and  benefits.  A "Plan Year" is the 12-month period beginning on
January  1  and  ending  on  the  following  December  31.

1.3  EMPLOYERS.

     Any  subsidiary  or  affiliate  of  the Company may adopt the Plan with the
Company's consent. A "subsidiary" of the Company is any corporation more than 50
percent  of  the  voting  stock of which is owned, directly or indirectly by the
Company.  An  "affiliate"  of  the  Company  is any business entity in which the
Company  does not own more than 50 percent of the voting stock, but which exists
to  spend  all  or  a substantial part of its time to service the Company or its
subsidiaries.  Currently,  Jones  Lang  LaSalle  Americas,  Inc.  and  LaSalle
Investment  Management,  Inc.  are  the only participating employers in the Plan
other than the Company. Thus, the Company, Jones Lang LaSalle Americas, Inc. and
LaSalle  Investment  Management,  Inc. are referred to below collectively as the
"Employers"  and  sometimes  individually  as  an  "Employer."


                                     -1-
<PAGE>
1.4  ADMINISTRATION.

     The Plan is administered by the Chief Human Resources Officer of Jones Lang
LaSalle  Americas,  Inc. (the "Administrator").  The Administrator, from time to
time,  may adopt such rules and regulations as may be necessary or desirable for
the  proper  and efficient administration of the Plan and as are consistent with
the  terms  of the Plan.  The Administrator, from time to time, may also appoint
such  individuals  to  act as the Company's representatives as the Administrator
considers  necessary  or desirable for the effective administration of the Plan.
In  administering  the  Plan,  the  Administrator  shall  have the discretionary
authority  to construe and interpret the provisions of the Plan and make factual
determinations  thereunder, including the authority to determine the eligibility
of  employees  and  the  amount  of  benefits  payable  under  the  Plan.  The
Administrator  shall  have the discretionary authority to grant or deny benefits
under  this  Plan.  Benefits  under  this  Plan  will  be  paid  only  if  the
Administrator decides in his or her discretion that the applicant is entitled to
them.  Any  notice  or  document  required to be given or filed with the Company
will  be  properly  given  or  filed if delivered or mailed, by registered mail,
postage  prepaid, to the Company, attention Severance Pay Plan Administrator, at
Jones  Lang  LaSalle  Incorporated,  200  East Randolph Drive, Chicago, Illinois
60601.

1.5  PLAN  SUPPLEMENTS.

     The provisions of the Plan may be modified by supplements to the Plan.  The
terms and provisions of each supplement are a part of the Plan and supersede the
provisions  of  the  Plan  to  the extent necessary to eliminate inconsistencies
between  the  Plan  and  the  supplement(s).

                                    SECTION 2

                          ELIGIBILITY FOR PARTICIPATION


2.1  PARTICIPANTS.

     Subject  to  the  conditions  and  limitations  of  the  Plan,  the Plan is
applicable  to  each  regular  employee  whose  employment  with the Employer is
terminated  for reasons described below, and who is not otherwise ineligible for
severance  pay under subsection 2.2.  In addition, the Plan is applicable to GEC
Participants  as defined in subsection 3.4(e) to the extent provided therein and
to  Modified Participants as defined in subsection 3.4(f) to the extent provided
therein.  A  "regular employee" means an employee of an Employer who is eligible
for  coverage  under  the  Employer's  medical  benefit  plan, who spends all or
substantially all of his or her time on Employer matters, and who is not covered
by  a written employment agreement or severance agreement, unless such agreement
specifically  provides  for  participation  in  the  Plan.  Notwithstanding  the
foregoing,  a  "regular  employee"  also includes: (i) "Hired Employees" as that
term  is  defined  in  the  February 25, 2002 Employee Matters Agreement between
Jones  Lang  LaSalle Americas, Inc., LPI Service Corporation, and Motorola, Inc.
(the  "Agreement") (hereinafter referred to as "Former Motorola Employees"); and
(ii)  Janet  Kissel  and  Timothy  McParlane (hereinafter referred to as "Former
Procter  &  Gamble  Employees").  The  Plan  does  not  apply  to  the following
employees  of  an  Employer:


                                     -2-
<PAGE>
     (a)  those who  are  covered  by  a  collective  bargaining agreement;

     (b)  those who  are  performing  services  for  an  Employer  pursuant
          to  the terms of an individual agreement (i.e., as an independent
          contractor)  or  a leasing arrangement with another entity (i.e.,
          as  a  leased  employee);  and

     (c)  except in the case of the GEC Participants, those who perform all
          or  most  of  their  services  outside  the  United  States.

A  regular  employee  described  above  who satisfies each of the conditions and
limitations  of the Plan (including subsection 2.2) will become a participant in
the  Plan  on the date the participant's employment with an Employer ends due to
involuntary  termination  on  account  of  (1)  job  elimination,  (2) permanent
reduction in work force, or (3) permanent shut down of a facility, department or
subdivision.  The Plan Administrator shall have sole and exclusive discretion to
determine whether an involuntary termination is on account of any such event.  A
GEC Participant will also become a participant in the Plan on the date he or she
becomes  eligible  for benefits under subsection 3.4(e).  An employee in the job
categories  of  National,  Regional or International Director becomes a Modified
Participant  in  the  Plan  on  the date he or she becomes eligible for benefits
under  subsection  3.4(f).

2.2  CONDITIONS  OF  INELIGIBILITY.

     An  otherwise  eligible  employee  shall  not be eligible for severance pay
                                        ----------------------
under  the  Plan  if:

     (a)  employment  with  the  Employer terminates by reason of discharge
          for  cause  including,  but  not  limited  to,  violations of the
          Company's policies or Code of Business Ethics, willful or grossly
          negligent  breach  of  the participant's duties as an employee of
          the  Employer,  fraud,  embezzlement,  theft,  falsification  of
          documents,  use  or  distribution  on  premises of illegal drugs,
          refusal to co-operate with an investigation, or any other similar
          dishonest  conduct;

     (b)  employment with the Employer terminates involuntarily as a result
          of  poor  performance,  as  determined by the Plan Administrator;

     (c)  employment with the Employer terminates by reason of death of the
          employee;

     (d)  employment  with  Employer terminates voluntarily for any reason,
          including  retirement,  resignation,  or  job  abandonment;


                                     -3-
<PAGE>
     (e)  at  the  time of his or her termination, the employee is entitled
          to  any  form  of  disability  benefit,  salary  continuation  or
          workers'  compensation,  provided however, that an employee whose
          disability benefits, salary continuation or workers' compensation
          ends  and  who  cannot  be  placed in employment with an Employer
          shall  then  become  eligible  for  severance pay under the Plan;

     (f)  Employment with an Employer is involuntarily terminated after the
          employee  refuses  a  position with an Employer, a subsidiary, an
          affiliate,  a  client,  or  a  company  that  takes over a client
          assignment that an Employer loses, provided that such position is
          reasonably comparable in responsibility and salary, and is in the
          same  general  location  (the  Administrator  shall  have  sole
          discretion  to determine whether the position offered constitutes
          a  "reasonably  comparable"  position  for  purposes  of  this
          subparagraph);

     (g)  the employee has not remained employed with an Employer until the
          date  of  any  qualifying job elimination, permanent reduction in
          work  force,  or permanent shut down of a facility, department or
          subdivision,  regardless  of  whether an advance announcement was
          made  before  such event. If an employee does not remain employed
          with an Employer until the last work day of an event described in
          this  subparagraph, no benefits under the Plan are payable to the
          employee;

     (h)  the Plan  is  terminated,  whether  or  not  the Company provided
          prior  notice  concerning  the  termination  of  the  Plan;

     (i)  an  employee's  employment  is terminated in conjunction with the
          sale  or transfer (whether of stock or assets) of all or any part
          of  the  business  of  an  Employer;

     (j)  an employee takes a position with the same or another Employer, a
          subsidiary,  an  affiliate of an Employer, or a client or company
          that  takes  over  a client assignment that the Employer loses or
          assumes  that  position;

     (k)  employment  with an Employer terminates involuntarily as a result
          of  the  loss  of  a  property  or facility management assignment
          within  the  Corporate Property Services, Leasing & Management or
          Retail  business  units,  as determined in the sole discretion of
          the  Administrator.  For purposes of this subparagraph, loss of a
          property  or  facility  management  assignment  shall include the
          resignation  or  relinquishment  by  an Employer of a property or
          facility  management  assignment;


                                     -4-
<PAGE>
     (l)  an employee is terminated after a client of the Employer requests
          that  the  employee  cease  providing  services  at  the client's
          premises;

     (m)  except  as  provided  in  subsection  3.4(e) in the case of a GEC
          Participant,  an employee is entitled to severance benefits under
          any other plan, program or arrangement maintained by an Employer.

Except  as  provided  in  subsection 3.4(e), in no event shall any participant's
severance  pay  benefit exceed an amount equal to 24 months of the participant's
base  pay.

                                    SECTION 3

                                  PLAN BENEFITS


3.1  PAY.

     "Pay" for purposes of the Plan shall mean:

     (a)  for  salaried  employees,  the participant's regular base monthly
          salary  (excluding  any  target  bonus  and/or  value  added
          compensation,  cost  of  living adjustment ("COLA"), or any other
          type  or  form  of  compensation);  or

     (b)  for hourly  employees,  monthly  pay  determined  by  multiplying
          the  participant's  base  hourly compensation rate by the monthly
          average  of  the  number  of regularly scheduled work days in the
          three  calendar months preceding the participant's termination of
          employment.

Pay rates will be the rates in effect on a participant's last date of employment
with  an  Employer.  Any  performance  or  merit  reviews that are pending or in
process  shall  not  affect  the  amount  of  any  severance  pay  benefit.  In
determining  the amount of a participant's weekly pay for purposes of subsection
3.4,  the  monthly  amounts determined above shall be multiplied by twelve, then
divided  by  a  factor  of  52.

3.2  FULL  YEARS  OF  CONTINUOUS  SERVICE.

     A participant's "full years of continuous service" for purposes of the Plan
shall  mean  the  number of completed twelve-consecutive month periods, prior to
his  or  her  employment  termination date, measured from the participant's last
date  of  hire  by  an  Employer,  determined  in accordance with the Employer's
personnel  records.  No  fractional years of service are counted under the Plan.
An  employee's service remains "continuous" despite a break in service, provided
the  employee  has  incurred  only  one  break in service and it is less than 12
months  in  duration, and such employee repays any severance benefit paid by the
Employer or subsidiary attributable to such service before the break in service.
For  purposes  of  the preceding sentence, and disregarding fractional years, an
employee's  number  of  full  years  of  continuous  service:


                                     -5-
<PAGE>
     (a)  before such a break in service, and

     (b)  after such a break in service

shall be added together and the sum shall be the employee's number of full years
of  continuous  service.

3.3  BASE  SEVERANCE.

     A  participant  who  is  eligible for severance pay under the Plan shall be
entitled  to  receive as base severance pay an amount equal to one-half month of
Pay  as  of  the  date  of  his  or  her  termination  from  the  Employer.

3.4  ENHANCED  SEVERANCE.

     In addition to the base severance pay that an eligible employee is entitled
to  receive  under  the  subsection  3.3  of  the Plan, an eligible employee who
satisfies  all  of  the  conditions  of  the  Plan  (specifically  including the
execution of the Severance Agreement and General Release described in subsection
3.5)  will  be  entitled  to  enhanced  severance pay in an amount determined by
multiplying  the participant's number of full years of continuous service, times
the  applicable  multiplier from the table below, times the participant's weekly
Pay  (as described in subsection 3.1), and the result so determined shall not be
less  than the minimum number of months of Pay as set forth in column (c) of the
following table, but shall not exceed the maximum number of months of Pay as set
forth  in  column  (d)  of  the  following  table:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
        (a)                       (b)                       (c)                  (d)
   Position Level        Applicable Multiplier        Minimum Months       Maximum Months
                     (Applicable to Participant's   of Pay (as defined   of Pay (as defined
                      Weekly Pay x Full Years of    in subsection 3.1)   in subsection 3.1)
                          Continuous Service)
-------------------------------------------------------------------------------------------
<S>                  <C>                            <C>                  <C>
International &                    3                     6 Months             15 Months
Regional Director
-------------------------------------------------------------------------------------------
National &                         2                      1 Month             9 Months
Associate Director
-------------------------------------------------------------------------------------------
Exempt Staff                       1                      1 Month             6 Months
-------------------------------------------------------------------------------------------
Non-Exempt Staff                   1                      1 Month             3 Months
-------------------------------------------------------------------------------------------
</TABLE>

Under  the  circumstances  set  forth  in  subsection 3.4(e) with respect to GEC
Participants,  enhanced  severance  pay for a GEC Participant will be separately
calculated  pursuant  to  such  subsection  3.4(e).

In addition to the amount of severance set forth in subsections 3.3 and 3.4, the
following  additional  benefits  are  provided:


                                     -6-
<PAGE>
     (a)  Benefit  Continuation.  If  the  participant  elects  COBRA,  as
          ---------------------
          defined  in subsection 3.9, continuation coverage, for each month
          that  such  coverage  continues  the  Employer  will  reimburse a
          participant  for  a  portion  of  the  cost of medical and dental
          insurance  coverage,  subject  to  subsection  3.9,  and  further
          subject  to  the  following  limits:

          (i)  the  Employer  will  cease  reimbursing such costs beginning
               with  the same month the participant ceases to be covered by
               COBRA;  and

          (ii) in no event  will  the  Employer  reimburse  such  costs for
               more  than  the number of weeks for which enhanced severance
               pay is payable, as determined above or in subsection 3.4(e),
               regard-less  of  the form in which payment is actually made.
               The  number  of  weeks  for  which enhanced severance pay is
               payable  shall  be determined without regard to whether such
               severance  pay  is  paid  in  a  lump  sum.

     (b)  Outplacement  Counseling  Services.  The  Employer  will  provide
          ----------------------------------
          each  participant  with  outplacement  counseling  services to be
          provided  by  a firm of the Employer's choice. The nature of such
          services,  its  duration and all other terms and conditions shall
          be  determined  by  the  Employer.

     (c)  Timing  and  Consideration.  Each  of  the  enhanced  severance
          --------------------------
          arrangements  described  in  this  subsection  3.4  will  become
          available  to  a  participant  beginning  after  the  seven  day
          revocation  period  following  the  execution  of  the  Severance
          Agreement  and  General  Release  as  described  below.  The
          consideration  for this voluntary Severance Agreement and General
          Release  shall  be  the  enhanced  severance,  Employer-provided
          benefits  and outplacement counseling services, if applicable, to
          which  the  participant otherwise would not be entitled. Benefits
          are payable at the time and in the manner described in subsection
          4.2.

     (d)  Prorated  Target  Bonus.  The  provisions  in  this  subsection
          -----------------------
          3.4(d)  shall  apply  exclusively  to  Plan participants who: (i)
          have target bonuses; and (ii) are not GEC Participants as defined
          in  subsection  3.4(e);  (a  "Target  Bonus  Participant").


                                     -7-
<PAGE>
          In  the  event  a  Target  Bonus  Participant  has  otherwise
          satisfied  all  of  the  conditions  of  the  Plan  for  enhanced
          severance  under subsection 3.4 (specifically including executing
          the  Severance  Agreement  and  General  Release  described  in
          subsection  3.5),  such  Target  Bonus  Participant may receive a
          prorated  share  of  his  or  her  target  bonus  for the year of
          termination,  subject to the Employer's then existing practice of
          determining  discretionary  bonus payments. Payment of bonuses is
          within  the  Employer's  sole  discretion, and may be made, if at
          all,  subject  to  year-to-year  variations.  Factors included in
          considering  individual bonus awards include, without limitation,
          the  employee's  performance  against  specific  objective  and
          subjective  standards  developed  with  his  or  her  manager,
          subjective  evaluation  by  management,  and  the  anticipated
          performance  of  the  Employer,  region  and  business  unit.  A
          consideration  of  these  factors  may  lead  to  a  Target Bonus
          Participant receiving more than, less than, or none of his or her
          prorated  target  bonus.  Any  bonus  payment  shall  be less any
          required  payroll  deductions.

          Furthermore,  except  as  specifically  otherwise  provided  in
          this  subsection  3.4(d),  all  of  the  other  provisions  and
          conditions  of the Plan shall be applicable to enhanced severance
          payable  to  a  Target  Bonus  Participant.

     (e)  GEC Supplemental  Benefit.  The  provisions  in  this  subsection
          -------------------------
          3.4(e)  shall  apply  exclusively  to  each  of those individuals
          who  is a member of the Company's Global Executive Committee (the
          "GEC") or any successor global management committee to the GEC as
          may  be  designated  as such by the Company at the time of his or
          her  termination.  As  of  May  1,  2004, the GEC consists of the
          Company's  Global Chief Executive Officer, Global Chief Financial
          Officer and the Chief Executive Officers of each of the Company's
          Americas,  Europe, Asia-Pacific and LaSalle Investment Management
          operating  units  (each  a "GEC Participant" and collectively the
          "GEC  Participants").  (Notwithstanding  the  foregoing,  this
          subsection shall not apply to, and the GEC Participants shall not
          include, the Company's interim Chief Executive Officer elected as
          such  on  January  7,  2004.)

          In  the  event  that  the  employment  of  a GEC Participant with
          the  Employer  ends  due  to  an  involuntary termination for any
          reason  other  than those set forth in subsections 2.1 or 2.2(a),
          (b),  (c),  (d),  (e),  (f),  (g), (j), (k) or (n), then such GEC
          Participant,  if he or she has satisfied all of the conditions of
          the  Plan  (specifically  including  executing  the  Severance
          Agreement  and General Release described in subsection 3.5), will
          be  entitled  to  enhanced severance pay equal to the sum of: (1)
          fifty-two  times  the  GEC  Participant's weekly Pay, plus (2) an
          amount  equal  to the annual target bonus then in effect for such
          GEC  Participant. Such enhanced severance pay shall be payable in
          a  lump  sum.

     In addition to the foregoing amounts:


                                     -8-
<PAGE>
          (i)  if  a  GEC  Participant  is terminated under this subsection
               3.4(e)  between  January  1  in  a  given  year and the date
               thereafter  on  which the Company pays bonuses in respect of
               the  previous  year (the "Bonus Payment Date"), then the GEC
               Participant  shall  remain  eligible  to  receive his or her
               bonus  on  the  Bonus  Payment Date subject to the Company's
               then  existing  practice  of determining discretionary bonus
               payments  and  otherwise  subject to the considerations with
               respect  to  the payments of bonuses set forth in subsection
               3.4(d);

          (ii) if  a  GEC  Participant  is terminated under this subsection
               3.4(e)  between  the  Bonus  Payment Date and June 30 of any
               given  year,  then the GEC Participant shall not be eligible
               to  receive  any further bonus payment beyond any bonus paid
               in  respect  of  the  then  previous Bonus Payment Date; and

         (iii) if  a  GEC  Participant  is terminated under this subsection
               3.4(e)  between  June  30 and December 31 (inclusive) of any
               given  year,  then  when  the  Company  calculates  and pays
               bonuses  in  the  following  year,  such GEC Participant may
               receive  a prorated share of his or her target bonus for the
               year of termination, subject to the Employer's then existing
               practice  of  determining  discretionary  bonus payments and
               otherwise  subject to the considerations with respect to the
               payments  of  bonuses  set  forth  in  subsection  3.4(d).

          After termination under this subsection 3.4(e), a GEC Participant
          shall  not  be  eligible  to receive any bonus payments except as
          specifically  contemplated in this subsection as set forth above.

          In  the  case  of subsection 2.2(g), it shall be the Compensation
          Committee  (rather  than  the  Plan  Administrator)  that has the
          discretion  to  determine  whether  the position offered to a GEC
          Participant constitutes a "reasonably comparable" position (which
          in  any  event  may  only  with  the  Company  or  one  of  its
          subsidiaries).  In  the  case  of  subsection  2.2(n),  the  GEC
          Participant  shall  be  permitted  to  elect  whether  to receive
          severance  payments  under  this  Plan  or under such other plan,
          program  or  arrangement (including an employment agreement) with
          respect  to  which he or she may be entitled to receive severance
          (or  "Garden  Leave")  benefits,  but  shall  not  be entitled to
          receive  payments  under  both.  Such election must be made on or
          after  the  date the GEC Participant is terminated and before the
          GEC  Participant  receives  severance  payments  from an Employer
          under  any plan, program or arrangement, including this Plan, for
          such termination. Payment of severance under this Plan shall not,
          however,  preclude  payment  of  any other benefits (such as, for
          example,  with  respect  to  health  care)  that may otherwise be
          provided  under  any  separate  plan,  program  or  arrangement
          (including  an  employment  agreement).


                                     -9-
<PAGE>
          For  avoidance  of  doubt,  the  provisions  of  the  Plan  shall
          apply  according to its terms if the particular circumstances set
          forth  in  subsection  2.1  of the Plan cause a GEC Participant's
          employment  to end. Furthermore, except as specifically otherwise
          provided  in  this subsection 3.4(e), all of the other provisions
          and  conditions  of  the  Plan  shall  be  applicable to enhanced
          severance  payable  to  a  GEC  Participant.

     (f)  Modified  Participant  Benefit.  The  provisions  in  this
          subsection 3.4(f) shall apply exclusively to individuals who
          (1)  are  individuals  in  the  job  categories of National,
          Regional  or  International  Director  whose  employment  is
          involuntarily terminated, (2) are otherwise not eligible for
          severance  benefits  as participants under the Plan, and (3)
          are  not  ineligible  for  severance  benefits under Section
          2.2(a),  (c),  (d),  (e), (f), (g), (h), (i), (j), (k), (l),
          (m) or (n) of the Plan. A person meeting all the criteria in
          the  previous  sentence  shall  be  deemed to be a "Modified
          Participant."  In  the  event of such termination, then such
          Modified  Participant,  if  he  or  she satisfies all of the
          conditions of the Plan (specifically including executing the
          Severance  Agreement  and  General  Release  described  in
          subsection  3.5), will be entitled to the following enhanced
          severance  payment,  in addition to the base severance under
          section  3.3:

          A.   If terminated  after  Performance  Counseling:
               i.   For National  Directors  -  one-half  (1/2)  month  base
                    compensation
               ii.  For Regional  or  International  Directors  -  one  and
                    one-half  (1 1/2)  months  base  compensation.

          B.   If  terminated  without  Performance  Counseling  -  one-half  of
               the enhanced severance benefits to which the Modified Participant
               would  have  been  eligible  had the Modified Participant been an
               eligible  Participant  under  the  Plan.

          For  purposes  of  this Amendment, "Performance Counseling" shall mean
          the  written  memorandum  or  memoranda  explaining  a  performance
          deficiency,  and/or  a  thirty  (30) day period from the first written
          memorandum.  "Terminated  after  Performance  Counseling"  shall  mean
          involuntary  termination  within  6  months of Performance Counseling,
          which  shall  be 6 months after the date on which the 30 days from the
          first  written  memorandum  expires  or  the  date of the last written
          memorandum,  whichever  is  later. Terminations outside 6 months after
          Performance  Counseling  shall  be  considered  terminations  "without
          Performance  Counseling."


                                      -10-
<PAGE>
3.5  CONDITIONS  TO  PAYMENT  OF  ENHANCED  SEVERANCE  BENEFITS.

     As  a  condition  to receiving the enhanced severance benefits described in
subsection  3.4,  each  participant  is  required  to:

     (a)  Execute  and  submit  within  the  allotted  time,  a  Severance
          Agreement  and  General  Release  in  the  form  prescribed.  A
          participant  may  be required to re-execute the release on his or
          her  date  of separation, if necessary. If a participant's signed
          release  is  not  returned by the deadline, no enhanced severance
          benefits  are  provided.  If  a participant revokes the Severance
          Agreement  and  General  Release  within the seven day revocation
          period,  no  enhanced  severance  benefits  will  be  provided.

     (b)  Return  all  Employer  property  (including,  but  not limited to
          computers, keys, credit cards, documents, records, identification
          cards  and  equipment)  on  or  before  his or her termination of
          employment.

     (c)  Repay  all  loans or other amounts due to the Employer including,
          without  limitation,  any  outstanding  corporate  credit  card
          balances  or  negative paid-time-off balances. Any loans or other
          amounts  due  from  the  employee  shall  be  set off against and
          deducted  from  the  severance  amount otherwise due the employee
          under  the  Plan.


3.6  REPAYMENTS  AND  FORFEITURES.

     Notwithstanding  any  other  provision  of  the  Plan,  any participant who
accepts benefits under the Plan shall reimburse the Employer for the full amount
of  any  benefits  he  or  she  received  under  the  Plan  if  the  participant
subsequently discloses any of the Employer's trade secrets, violates any written
covenants  between  such  participant  and  the Employer or otherwise engages in
conduct  that  may  adversely  affect  the  Employer's  reputation  or  business
relations.  In  addition,  any  participant  described in the preceding sentence
shall forfeit any right to benefits under the Plan which have not yet been paid.
If,  and  to  the  extent  required  by  the  terms of any agreement between the
Employer and a third party concerning the sale or transfer of all or any portion
of the Employer, any participant whose employment is involuntarily terminated in
conjunction  with  such  sale  and who becomes a direct competitor of such third
party  or  is  employed by a direct competitor of such third party shall forfeit
any  right  to  any  additional  benefits under the Plan which have not yet been
paid.  In  addition,  repayments  of  benefits  may  be  required as provided in
subsection  3.2.


                                      -11-
<PAGE>
3.7  OFFSET FOR OTHER BENEFITS OR AMOUNTS DUE.

     Except as provided in subsection 3.4(e), the amount of any benefits payable
to a participant under the Plan shall be reduced on a dollar-for-dollar basis by
any  separation, termination or similar benefits that an Employer, subsidiary or
affiliate  pays  or  is required to pay to such participant through insurance or
otherwise  under  any  plan,  program or contract of the Employer, subsidiary or
affiliate,  or  under  any  federal  or  state  law.

3.8  NON-SOLICITATION  OF  EMPLOYEES  AND  CLIENTS.

     As  a  condition to receiving enhanced severance benefits, each participant
shall  execute  a  release  in  a form specified by the Employer, containing the
participant's  agreement  to  the  following  restrictions:  during  the  period
severance  is  payable,  or  during  the  period  of  twelve  (12)  months after
termination,  whichever  is  longer,  the  participant  shall not (i) solicit or
induce  any  other employees of an Employer or subsidiary to leave the employ of
the  Employer;  (ii)  solicit  or  induce  any  of an Employer's or subsidiary's
clients  to  discontinue  or  reduce  the  extent  of such relationship with the
Employer  or  subsidiary;  or  (iii)  assist,  perform services for, or have any
equity  interest  in  any  of  an  Employer's  or  subsidiary's  clients.  If  a
participant  fails  to  comply  with  such  restrictions,  any  remaining unpaid
benefits  under the Plan shall not be paid and the Employer may pursue all legal
remedies  available  to  it,  including recovery of severance already paid.  The
Employer has the sole discretion to determine whether an entity is a "client" of
Employer  or  a  subsidiary.

3.9  CONTINUATION  COVERAGE  BENEFITS.

     If  a  participant  elects  to continue health insurance coverage under the
Consolidated  Omnibus  Budget Reconciliation Act of 1985 ("COBRA"), the Employer
will subsidize a portion of the premium for such continuation coverage until the
occurrence  of  the  earlier:  (1)  the date that Employee becomes covered under
another  group plan or (2) the last day of Employee's severance pay period.  The
Employer  will  subsidize  the  premium to the extent that the participant would
otherwise  be  required  to pay more for such coverage during such period than a
similarly  situated  active  employee  would  be  required to pay for comparable
coverage.  After  the  end  of the severance pay period, the participant will be
required  to pay the full premium for any remaining COBRA continuation coverage.
The  payment  of  benefits under the Plan shall in no way affect a participant's
COBRA  coverage,  which  coverage  shall  terminate in accordance with the COBRA
coverage  provisions  of  the  Employer's  medical and dental plans covering the
participant.

3.10 BENEFITS  FOR  FORMER  MOTOROLA  EMPLOYEES.

     Notwithstanding  any  provision of this Plan to the contrary, if any Former
Motorola  Employee  is  terminated other than for Cause within five years of the
Transfer  Date such Former Motorola Employee will be entitled to the greater of:
(i)  the  benefits  available under this Plan; or (ii) the benefits described in
the  Motorola  Severance  Plan  then  in  effect (but not to exceed the benefits
levels  in  effect  under  the Motorola Severance Plan as of the Transfer Date).
For  purposes  of  calculating  these  benefits, such Former Motorola Employee's
service  with  Motorola,  Inc.  shall  be credited according to the terms of the
Agreement.  If  a  release  of  claims  was required in order to obtain benefits
under  the  Motorola  Severance  Plan,  then  the  Former Motorola Employee must
execute a release of claims against the Employers as described in subsection 3.5
of  this  Plan  in  order  to be entitled to such benefits.  Notwithstanding the
foregoing, no employee will be entitled to benefits under both this Plan and the
                                                          ----
Motorola  Severance  Plan.  The  terms  "Cause,"  "Transfer Date," and "Motorola
Severance Plan" for purposes of this subsection have the same meaning as they do
in  the  Agreement.


                                      -12-
<PAGE>
3.11 BENEFITS  FOR  FORMER  PROCTER  &  GAMBLE  EMPLOYEES.

     Notwithstanding  any  provision  of  this Plan to the contrary, if a Former
Procter  & Gamble Employee is terminated other than for Cause prior to September
1,  2005,  the  Former  Procter  &  Gamble Employee will be entitled to benefits
calculated  under  the  Procter & Gamble Severance Plan rather than the benefits
normally  calculated  under  this  Plan.  If a release of claims was required in
order  to  obtain  benefits  under the Procter & Gamble Severance Plan, then the
Former  Procter  &  Gamble Employee must execute a release of claims against the
Employers as described in subsection 3.5 of this Plan in order to be entitled to
such  benefits.  Effective  September  1,  2005,  the  Former  Procter  & Gamble
Employee's  benefits under the Plan, if any, will be determined according to the
provisions  of  the  Plan  other  than  this subsection 3.11 based on the Former
Procter & Gamble Employee's date of hire with the Employer.  Notwithstanding the
foregoing,  no  Former Procter & Gamble Employee will be simultaneously entitled
to  benefits  under  both  this  Plan  and  the Procter & Gamble Severance Plan.
                     ----

                                    SECTION 4

                               PAYMENT OF BENEFITS

4.1  RELEASE.

     No  enhanced  severance pay benefits under subsection 3.4 of the Plan shall
be  payable to any participant until such participant has executed a release (as
described  in  subsection 3.5) of all of such participant's then existing rights
and  legal  claims  against the Employers and their subsidiaries and affiliates.

4.2  FORM  OF  PAYMENT.

     Subject  to  the conditions and limitations of any applicable supplement to
the  Plan,  benefits  shall  be  paid  in  equal  installments  according to the
Employer's  normal  payroll  schedule;  provided, that all benefit payments to a
participant  must  be completed within 24 months following the date on which the
participant's  employment terminates.  The Employer may, in its sole discretion,
elect  to  pay  benefits  in  a  lump  sum.  Notwithstanding  the foregoing, all
severance  payments  made  pursuant to subsection 3.4(e) shall be made in a lump
sum.  All payments made under the Plan are subject to reduction for withholding.
Severance  payments  made  under this Plan are not considered eligible wages for
any  other  Employer-provided  benefits,  including  the  401(k)  plan.


                                      -13-
<PAGE>
4.3  DEATH  BENEFITS.

     In  the  event  of  a  participant's  death  before  he or she receives all
benefits  to which he or she otherwise would be entitled under the Plan, payment
of  his  or her benefits shall be made to his or her beneficiary in installments
or a lump sum, as determined by the Company.  By signing a form furnished by the
Employer  (and  approved  by  the  Company),  each participant may designate any
person  or  persons to whom his or her benefits are to be paid if he or she dies
before he or she receives all of his or her benefits.  A beneficiary designation
form  will  be effective only when the form is filed with the Employer while the
participant  is  still  alive  and will cancel all beneficiary designation forms
previously filed by the participant with the Employer with respect to this Plan.
If  a  deceased  participant  has  failed to designate a beneficiary as provided
above,  or if the designated beneficiary predeceases the participant, payment of
the  participant's benefits shall be made to his or her estate.  If a designated
beneficiary  dies  before  complete  payment  of  any benefits attributable to a
participant,  remaining  benefits  shall  be  paid  to the beneficiary's estate.


                                    SECTION 5

                             FINANCING PLAN BENEFITS

     All  benefits  payable  under  this  Plan  shall  be  paid  directly by the
Employers  out  of their general assets.  The Employers shall not be required to
segregate  on  their books or otherwise any amount to be used for the payment of
benefits  under  this  Plan.


                                    SECTION 6

                                  REEMPLOYMENT

     If  a  participant  who  is  entitled to receive benefits under the Plan is
reemployed  by  an  Employer,  by  any  enterprise in which the Employer owns an
interest,  or  by  any  acquiror  of all or a portion of an Employer (whether by
stock  or  assets)  before  all his or her benefits have been paid, any benefits
remaining  to  be  paid  will  be  forfeited.


                                    SECTION 7

                                  MISCELLANEOUS


7.1  INFORMATION  TO  BE  FURNISHED  BY  PARTICIPANTS.

     Each  participant  must  furnish  to  his  or  her Employer such documents,
evidence,  data  or  other  information  as  the Employer considers necessary or
desirable for the purpose of administering the Plan. Benefits under the Plan for
each participant are provided on the condition that he or she furnish full, true
and  complete  data,  evidence  or  other  information,  and that he or she will
promptly  sign  any  document  related  to  the  Plan,  requested  by his or her
Employer.


                                      -14-
<PAGE>
7.2  EMPLOYMENT  RIGHTS.

     The  Plan does not constitute a contract of employment and participation in
the  Plan will not give a participant the right to be rehired or retained in the
employ  of  an  Employer  on  a full-time, part-time or any other basis or to be
retrained  by  the  Employer,  nor  will  participation  in  the  Plan  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.  Participants
remain  employees  "at-will."  Nothing in the Plan guarantees that a participant
will receive his or her target bonus during his or her employment with Employer.

7.3  EMPLOYER'S  AND  ADMINISTRATOR'S  DECISION  FINAL.

     Any  interpretation  of  the Plan and any decision on any matter within the
discretion of an Employer or Administrator made by the Employer or Administrator
in  good  faith is binding on all persons.  The Administrator will establish and
maintain  a  written  procedure  under  which participants may submit claims for
benefits,  and  may  request  reviews  of  denied  claims.

7.4  EVIDENCE.

     Evidence  required  of  anyone  under  the  Plan  may  be  by  certificate,
affidavit,  document  or  other  information  which  the  person relying thereon
considers  pertinent  and  reliable, and signed, made or presented by the proper
party  or  parties.

7.5  UNIFORM  RULES.

     In  managing  the  Plan,  the  Employers  will  apply  uniform rules to all
participants  similarly  situated.  The  Plan  Administrator may make such other
awards  of severance benefits to any employee or group of employees as he or she
deems  desirable,  pursuant  to conditions and procedures established in writing
from  time  to  time  in  accordance  with  the  terms  of  the  Plan and as are
incorporated  in  the  Plan.

7.6  GENDER  AND  NUMBER.

     Where  the  context admits, words in the masculine gender shall include the
feminine  and  neuter  genders,  the  plural  shall include the singular and the
singular  shall  include  the  plural.

7.7.  ACTION  BY  EMPLOYER.

     Any action required of or permitted by the Company or an Employer under the
Plan  shall  be by resolution of its Board of Directors, by resolution of a duly
authorized  committee  of  its  Board  of  Directors,  by  a  person  or persons
authorized by resolutions of its Board of Directors or such committee, or by the
Administrator.  An  amendment  to  the  Plan  that  is  approved subsequently by
resolution of the Board of Directors or a duly authorized committee of the Board
of  Directors  may  have  retroactive  effect.


                                      -15-
<PAGE>
7.8  CONTROLLING  LAWS.

     Except to the extent superseded by ERISA, the laws of the State of Illinois
shall  be  controlling  in  all  matters  relating  to  the  Plan.

7.9  INTERESTS  NOT  TRANSFERABLE.

     Subject  to  subsection  3.7, the interests of persons entitled to benefits
under  the  Plan are not subject to their debts or other obligations and, except
as  may  be  required  by the tax withholding provisions of the Internal Revenue
Code  or  any  state's  income  tax  act,  or pursuant to an agreement between a
participant  and  the  Employer,  may  not  be  voluntarily  sold,  transferred,
alienated,  assigned  or  encumbered.

7.10  MISTAKE  OF  FACT.

     Any  mistake  of  fact  or  misstatement of fact shall be corrected when it
becomes  known  and  proper  adjustment  made  by  reason  thereof.

7.11  SEVERABILITY.

     In  the  event  any  provision  of  the Plan shall be held to be illegal or
invalid  for  any  reason,  such  illegality  or invalidity shall not affect the
remaining  parts of the Plan, and the Plan shall be construed and enforced as if
such  illegal  or  invalid  provisions  had  never  been  contained in the Plan.

7.12  WITHHOLDING.

     The  Employers reserve the right to withhold from any amounts payable under
this Plan all federal, state, city, and local taxes as shall be legally required
and  any  applicable insurance or health coverage premiums, 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.

7.13  EFFECT  ON  OTHER  PLANS  OR  AGREEMENTS.

     Payments  or  benefits  provided to a participant under any Employer stock,
deferred  compensation,  savings,  retirement or other employee benefit plan are
governed  solely  by  the  terms  of  such plan.  Any obligations or duties of a
participant  pursuant to any non-competition or other agreement with an Employer
shall  be  governed  solely  by  the  terms  of  such agreement and shall not be
affected  by  the  terms  of  this  Plan.


                                      -16-
<PAGE>
7.14  NON-DUPLICATION.

     No  person  will be entitled to benefits under this Plan who is entitled to
severance  or  similar  benefits  under  any  other  plan  or  arrangement of an
Employer,  unless  otherwise  expressly  provided  in  this  Plan.

7.15  NO  VESTED  RIGHTS.

     No  person shall acquire any vested rights to any benefits described in the
Plan,  and  the  Company  reserves the right to discontinue such benefits at any
time,  as  further  provided  in  subsection  8.1.


                                    SECTION 8

                            AMENDMENT AND TERMINATION


8.1  AMENDMENT  AND  TERMINATION.

     The  Company reserves the right to amend the Plan at any time and to alter,
reduce or eliminate any benefit under the Plan (in whole or in part) at any time
or  to  terminate  the  Plan  at any time, as to any class or classes of covered
employees  (including  former or retired employees), with or without notice. Any
amendment  or termination of the Plan by the Company shall be made in accordance
with  the procedures set forth in subsection 7.7. Notwithstanding the foregoing,
the  terms of subsection 3.4(e) shall remain effective for each GEC Participant,
and  may  not be amended or terminated, until the date of such GEC Participant's
termination  of  employment  from  the  Employer  or  until such time as the GEC
Participant's  severance  benefits  have been superceded by some other severance
plan,  program  or  arrangement  (including an employment agreement entered into
after  May  1,  2004)  with  the  Employer.

8.2  NOTICE  OF  AMENDMENT  OR  TERMINATION.

     Participants  will  be notified of any material amendment or termination of
the  Plan  within  a  reasonable  time.


                                      -17-