Exhibit 10.2


    
      

    

    


    JONES
      LANG LASALLE INCORPORATED

    200
      EAST RANDOLPH DRIVE

    CHICAGO,
      ILLINOIS 60601

    


    September
      5, 2006

    


    Ms.
      Lynn
      C. Thurber

    200
      East
      Randolph Drive

    Chicago,
      Illinois 60601

    


    Dear
      Lynn:

    


    You
      have
      indicated that you will retire from your position as Chief Executive Officer
      of
      LaSalle Investment Management, Inc. (LIM),
      a
      wholly-owned subsidiary of Jones Lang LaSalle Incorporated (JLL),
      effective as of the close of business on December 31, 2006. 

    


    By
      this
      letter agreement (this Agreement),
      you
      and JLL (both for itself and on behalf of LIM) agree to (1) confirm certain
      matters with respect to your retirement and (2) establish the principal roles
      and responsibilities you will have, and the financial and other terms that
      will
      apply, when you assume the role of Chairman of LIM, as you, JLL and LIM have
      agreed that you will do effective January 1, 2007.

    


    We
      greatly look forward to continuing our highly successful relationship with
      you
      as outlined in this Agreement and are confident that in your new role you will
      add significant value to our organization as you have done before your
      retirement. 

    


    Confirmation
      of Retirement Matters

    


    With
      respect to your retirement, we agree as follows:

    


    (1)   Treatment
      of Equity Plans. For
      avoidance of doubt, the consequences of your retirement on the various equity
      and other positions you hold pursuant to our compensation and benefit plans
      will
      be established under the terms of those respective plans and will be reflected
      in documentation that Human Resources will separately provide to you.
      Accordingly, for example, no unvested shares of restricted stock (whether
      received by you as grants under the Stock Award and Incentive Plan or under
      either of the Stock Ownership Program or the LIM Long-Term Incentive
      Compensation Program), or any unvested and/or unexpired options, will be
      forfeited as the result of your retirement, but will continue to vest according
      to the separate agreements that apply to the various awards. Additionally,
      the
      grant you received in 2002 under the Co-Investment Long-Term Incentive Plan
      will
      vest according to its terms on January 1, 2007 and will not be
      forfeited.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (2)   2006
      Cash Bonus and Participation in LIM Long-Term Incentive Compensation Program.
      As
      a
      material inducement to your agreement to assume the role of LIM Chairman, JLL
      and LIM agree that you will remain eligible to receive your bonus for 2006
      as if
      you remained employed as LIM’s Chief Executive Officer on the date that bonuses
      are generally paid to LIM employees in 2007 (or put another way, that you will
      not forfeit any rights to receive your 2006 bonus as the result of your
      retirement at the end of 2006). Your 2006 bonus will be determined by the
      Compensation Committee of JLL’s Board of Directors and paid in 2007 according to
      the procedures and schedule applicable to LIM employees generally. 

    


    For
      avoidance of doubt, you will continue to participate in the LIM Long-Term
      Incentive Compensation Program as set forth in the Program document, including
      without limitation the phased-in reduction of award points over a three-year
      period pursuant to the provision thereof entitled “Retirement and
      Death/Disability.” The provisions of the Program as in effect on the date of
      this Agreement shall apply for 2007. Thereafter, as anticipated in the Program,
      the provisions of any extension, modification or alternative program as may
      generally be put in place for LIM employees shall apply to you for 2008 and
      2009. However, in no event may the current structure of award points reduction
      be changed as to you, so that while the methodology for determining the value
      of
      award points may change as contemplated above, the reduction in your award
      points must in any event remain at 20% per year for the next three years as
      is
      stated in the current Program and may not be modified without your
      consent.

    


    The
      evaluation of your 2006 performance and the determination of your actual 2006
      bonus amount and the determination of your actual 2006 award points under the
      LIM Long-Term Incentive Compensation Program will reflect that you were the
      full-time Chief Executive Officer of LIM for the entire evaluation year of
      2006
      and will not be impacted by your retirement as of December 31, 2006. In
      addition, your rights under section (1) above and under this section (2) shall
      not in any way be impacted in the event that your role as Chairman of LIM is
      terminated for any reason under section (5) below.

    


    (3)   Retirement
      From All Positions. You
      will
      retire from all officer and other positions you currently hold in JLL or LIM,
      including International Director, all committee positions and all positions
      on
      any LIM funds. All of your relationships with JLL and LIM on and after January
      1, 2007 shall be established pursuant to this Agreement or be clearly derived
      from your position as Chairman of LIM.

    


    Terms
      Relating to LIM Chairman Position

    


    With
      respect to your role as the Chairman of LIM, we further agree as
      follows:

    


    (1)   Principal
      Responsibilities. Your
      principal responsibilities as Chairman of LIM are set forth on Appendix A to
      this Agreement. You agree to perform such additional duties as may be reasonably
      requested of you from time to time by either the Chief Executive Officer of
      LIM
      or the Chief Executive Officer of JLL, provided that such duties are reasonably
      related to your principal responsibilities and do not add to your expected
      time
      commitment as set forth below.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    


    (2)   Time
      Commitment. The
      time
      commitment for the role of Chairman of LIM shall be approximately an average
      of
      1-1/2 to 2 days per week (assuming that there are four weeks of vacation each
      year during which you will not be expected to spend any time on your
      responsibilities), provided that it shall be within your reasonable discretion
      to determine how best to allocate your time commitment in order to fulfill
      your
      responsibilities.

    


    (3)   Reporting
      Relationship. In
      your
      role of Chairman, you will report directly to the Chief Executive Officer of
      LIM.

    


    (4)   Compensation
      and Expense Reimbursement. Your
      compensation as Chairman of LIM shall be US$150,000 annually, paid semi-monthly
      in arrears through JLL’s regular payroll system.

    


    You
      will
      be reimbursed for all reasonable and documented out-of-pocket expenses
      associated with carrying out your responsibilities under this Agreement
      (including any client entertainment and attendance at industry conferences
      and
      related events that is reasonably approved by the Chief Executive Officer of
      LIM), consistent with LIM’s travel and entertainment policies. This includes
      reimbursement for travel to Chicago (or elsewhere) from your residence(s)
      outside of Chicago for meetings reasonably related to carrying out such
      responsibilities.

    


    JLL
      shall
      provide you, free of charge, such electronic, telecopy and communications
      equipment and connections, supplies and administrative assistance as shall
      be
      reasonably necessary for you to carry out your obligations under this Agreement
      and for you to be able to work from home.

    


    (5)   Term
      and Termination. Your
      initial term as Chairman of LIM shall be from January 1, 2007 through December
      31, 2008. We will thereafter review the relationship for possible renewal of
      the
      position on an annual basis, with any such annual renewal to be on mutually
      satisfactory terms in the discretion of each of you and the Chief Executive
      Officer of JLL. 

    


    During
      the calendar year 2008 and any subsequent renewal year, you may terminate this
      Agreement without cause upon at least thirty days written notice, in which
      case
      your compensation shall cease as of the termination date. This Agreement shall
      automatically terminate in the event of your death or permanent disability
      during the term of this Agreement or any renewal term, provided that JLL shall
      continue to pay (either to you or to your estate) the compensation set forth
      in
      section (4) above through the remainder of the then applicable term. JLL may
      terminate this Agreement at any time prior to the end of the initial or any
      renewal term in the event that you materially fail to perform your obligations
      under this Agreement in the reasonable discretion of JLL, in which case your
      compensation shall cease as of the termination date.

    


    
      
        
          
          

        

        
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    (6)   Part-Time
      Employment Status; Compliance with Code of Business Ethics.
      In your
      position as Chairman of LIM, you shall have the status of a part-time employee,
      as the result of which you shall not generally be eligible for benefits such
      as
      medical, disability, life or other insurances. Notwithstanding the foregoing,
      however, you will be able, at your discretion, to continue to participate in
      the
      401(k) savings plan and will remain eligible to participate in the Company
      matching program.

    


    As
      a
      part-time employee, you will remain subject to all of the provisions of (i)
      JLL’s Code of Business Ethics, including without limitation the provisions
      thereof relating to the confidentiality of information, and (ii) all JLL or
      LIM
      policies and procedures insofar as they reasonably relate to your obligations
      under this Agreement.

    


    (7)   Non-Competition
      and Non-Solicitation; Other Board Service. During
      the initial and any renewal term of this Agreement, and through the date of
      the
      last vesting of shares of restricted stock units that you shall have received
      under the LIM Long-Term Incentive Compensation Program, you shall not (i)
      participate in, or provide advice or services to, any business activity that
      is
      then currently in competition with any business of JLL or LIM (or any of their
      respective affiliated entities), (ii) directly or indirectly solicit, induce
      or
      cause any JLL or LIM employee to leave employment by JLL or LIM or become
      employed by another entity with which you are affiliated, (iii) directly or
      indirectly solicit, induce or cause any JLL or LIM client to discontinue or
      reduce its relationship with JLL or LIM.

    


    In
      addition, during the initial or any renewal term you shall not join the board
      of
      directors, advisory board or any other similar body, of any other for-profit
      entity that may be reasonably deemed to compete with JLL or LIM without the
      prior written consent of the Chief Executive Officer of JLL.

    


    (8)   Miscellaneous
      Provisions; Governing Law.
      This
      Agreement constitutes the entire agreement between you, JLL and LIM, and
      supersedes all other communications, whether written or verbal. This Agreement
      may be amended only in writing by each of the parties hereto. A waiver of any
      provision by you, JLL or LIM shall not constitute a waiver of any succeeding
      breach of the same provision or a waiver of any other provision. Every part
      of
      this Agreement is severable from the others so that if one part is held to
      be
      void or unenforceable, the remaining parts shall remain in full force and
      effect. This Agreement shall be binding on the successors of the parties hereto,
      provided that you may not assign this Agreement or any aspect of it to any
      other
      person or entity without JLL’s prior written consent. 

    


    This
      Agreement shall be governed by the laws of the State of Illinois.

    


    (9)   Notices.
      Any
      notice required to be given in writing under this Agreement shall be given
      by
      personal delivery or by overnight courier service to the address of each party
      as set forth below, or to such other address for either party as that party
      may
      designate by written notice. Delivery shall be deemed effective upon receipt
      or
      failure to accept receipt in the case of personal delivery or delivery by
      overnight courier.

     

    
      
        
        

      

      
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    Lynn
      C. Thurber

    


    Ms.
      Lynn
      C. Thurber

    c/o
      LaSalle Investment Management

    200
      East
      Randolph Drive

    Chicago,
      Illinois 60601

    


    Jones
      Lang LaSalle Incorporated

    


    Chief
      Executive Officer

    Jones
      Lang LaSalle Incorporated

    200
      East
      Randolph Drive

    Chicago,
      Illinois 60601

    


    with
      a
      copy to:

    


    Global
      General Counsel

    Jones
      Lang LaSalle Incorporated

    200
      East
      Randolph Drive

    Chicago,
      Illinois 60601

    


    We
      trust
      these arrangements meet with your approval. Please indicate your concurrence
      with the terms of this Agreement by countersigning a copy and returning it
      to
      us, at which point it will become effective as of the date first written
      above.

     

    
      
        	 	
                Sincerely,

              
	 	 
	 	
                JONES
                  LANG LASALLE INCORPORATED

              
	 	 
	 	
                By:

              	
                /s/
                  Colin Dyer

              
	 	
                Its:

              	
                Chief
                  Executive Officer and
                  President

              


      

    

    


    Agreed
      and Accepted by:

     

    
      
        	
                /s/
                  Lynn C. Thurber

              	 
	
                Lynn
                  C. Thurber

              	 


      

    

     

    
      
        
          
          

        

        
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    Appendix
      A

    


    PRINCIPAL
      ROLES AND RESPONSIBILITIES

    OF
      THE

    CHAIRMAN
      OF LASALLE INVESTMENT MANAGEMENT

    


    Participation
      on Committees and Advisory Boards.
      

    


    Serve
      as
      a member of the following groups:

    


    
      	 	
              o

            	
              Asia-Pacific
                Investment Committee (voting
                member);

            


    

    
      	 	
              o

            	
              Advisory
                Boards for Asia Recovery Fund, LaSalle Asia Opportunity Fund II and
                Japan
                Logistics Fund;

            


    

    
      	 	
              o

            	
              Co-investment
                Capital Allocation Committee (non-voting
                member);

            


    

    
      	 	
              o

            	
              Advisory
                Board of LIC I & II (position:
                Chairman).

            


    

    


    Advisory
      Services.
      

    


    Be
      available to provide advice and counsel to the Global Management Committee
      and
      CEO on matters like:

    


    
      	 	
              o

            	
              Business
                strategy and execution;

            


    

    
      	 	
              o

            	
              Client
                relationship management;

            


    

    
      	 	
              o

            	
              Human
                resources (e.g. - succession planning and
                mentoring);

            


    

    
      	 	
              o

            	
              Marketing
                strategy;

            


    

    
      	 	
              o

            	
              Thought
                leadership.

            


    

    


    Client
      Relationship Management.
      

    


    As
      appropriate, play a senior role in managing key client relationships and serve
      as an ambassador in the industry on behalf of LaSalle. Primary responsibilities
      will include:

    


    
      	 	
              o

            	
              Assisting
                with the smooth management of transition
                issues;

            


    

    
      	 	
              o

            	
              Helping
                LaSalle understand the needs of our clients, and advising on how
                these
                needs can be met;

            


    

    
      	 	
              o

            	
              Assisting
                with the marketing of our strategy and new product ideas as appropriate
                during interactions with clients and
                prospects;

            


    

    
      	 	
              o

            	
              Securing
                feedback from our clients regarding service delivery provided by
                our
                organization. 

            


    

    


    
      
        
          
          

        

        
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    Chairman
      / LaSalle Advisory Committee.
      

    


    Determine
      whether an Advisory Committee, comprised of 3-4 external senior
      people/specialists, should be formed to share ideas and advise the Global
      Management Committee on critical matters such as:

    


    
      	 	
              o

            	
              Industry
                trends;

            


    

    
      	 	
              o

            	
              Competitor
                practices;

            


    

    
      	 	
              o

            	
              Long-term
                business strategy;

            


    

    
      	 	
              o

            	
              New
                product ideas and competitive
                offerings;

            


    

    
      	 	
              o

            	
              Ways
                to differentiate the business within its
                sector;

            


    

    
      	 	
              o

            	
              Execution
                tactics.

            


    

    


    In
      the
      event this Committee is formed, serve as the Chairman for this
      entity.

     

      

    7