EXHIBIT 10.23



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

                             Dated December 16, 2005


<PAGE>
                              AMENDED AND RESTATED
                         JONES LANG LASALLE INCORPORATED
                     CO-INVESTMENT LONG-TERM INCENTIVE PLAN

                                TABLE OF CONTENTS

     SECTION                                                 PAGE
     -------                                                 ----

     I.     Purpose                                          3

     II.    Eligibility                                      3

     III.   Specific Terms of Grants                         3

     IV.    Administration                                   5

     V.     General Provisions                               5


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<PAGE>
                              AMENDED AND RESTATED
                         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 certain of the real estate investments made by the
Company  via  the  Company's  co-investments  in  real  estate  through  LaSalle
Investment  Company  ("LIC"),  a  series  of  limited partnerships, based on the
performance  of  LIC'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 exclude any cash held by LIC as of that
          date and assume that any cash held is proportionately allocated to the
          Investments  at  that  time.  If any one or more of the Investments to
          which  the  Initially  Allocated  Funds  is  to  be  allocated has not
          completed its equity capital raising process at December 31, 2002, the
          allocation  will  be  finalized  after  the  completion of such equity
          capital  raising.  Specifically,  for  the  calendar  year  2002,  the
          Investments  that  comprise  the  Initially  Allocated  Funds  are  as
          follows:  Income  &  Growth  Fund  III,  LaSalle  Euro Growth II, Asia
          Recovery  Fund,  Medical  Office  Fund,  and  CalEast.  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 not be
          allocated  expenses,  for  purposes of the Plan, in the same manner as
          all  other  investors.  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 years 2003 through the term
          of  the Plan, which will be determined, tracked, calculated and become
          Interests  in the same manner as provided for in III. b. above, at the
          end  of  each  of  the  respective  years (the "Subsequently Allocated
          Funds"),  including  allowing  for  the  final  equity  closes of each
          Investment  within  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;  further
                                                                        -------
          provided, that an allocation will only be made for 2005 in 2006 if the
          --------
          Company's  results  for  the  year  ended  2005  meet  or  exceed  the
          budget  approved by the Board of Directors of the Company for 2005. 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.


                                     -4-
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     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 (where "Retirement" means (1) at least
          55  years  old with at least 10 years of service to the Company or (2)
          at  least  55  years  old and has any combination of age plus years of
          service  equal  to  at  least  65  or  (3) after attainment of age 55,
          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  addition,  the Company may in its
          discretion  impose  on  a  Participant additional conditions regarding
          non-competition and non-solicitation of clients and employees in order
          for  the  Participant  to realize the benefits relating to a qualified
          Retirement  for  purposes  of  this  Plan.

          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 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 until such
          time  as  that Interest is vested in accordance with paragraph III. d.
          above. 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. The timing of any future payments
          shall  be  at  the  Company's discretion on or around the same time or
          times  as  the  Company  actually receives distributions from LIC with
          respect  to  the  Investments,  but  in  no event shall the Company be
          required  to  make  payments  more  often  than  annually.


                                     -5-
<PAGE>
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.  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.

The  Company's  Global Chief Human Resources Officer shall have the authority to
adopt  such  rules  and  regulations  and  make  all  other  interpretations and
determinations deemed necessary or desirable for the administration of the Plan.

Any  interpretation  of  the  Plan  and  any  decisions,  calculations  and
determinations made by the Committee or the Global Chief Human Resources Officer
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,  2007.

     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.

     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.


                                     -6-
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     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  status  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.


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