JONES LANG LASALLE INCORPORATED DEFERRED COMPENSATION PLAN Effective January 1, 2004 (Amended and Restated as of January 1, 2007)

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Title: JONES LANG LASALLE INCORPORATED DEFERRED COMPENSATION PLAN Effective January 1, 2004 (Amended and Restated as of January 1, 2007)
Governing Law: Illinois Date: 2/29/2008
Industry: Real Estate Operations Sector: Services

Exhibit 10.20

JONES LANG LASALLE INCORPORATED

DEFERRED COMPENSATION PLAN

Effective January 1, 2004

(Amended and Restated as of January 1, 2007)

TABLE OF CONTENTS


		Page
ARTICLE 1	Definitions	1

1.1	“Account Balance”	1
1.2	“Annual Account”	1
1.3	“Annual Deferral Amount”	2
1.4	“Annual Installment Method”	2
1.5	“Base Salary”	2
1.6	“Beneficiary”	2
1.7	“Beneficiary Designation Form”.	2
1.8	“Benefit Distribution Date”	3
1.9	“Board”	3
1.10	“Bonus”	3
1.11	“Change in Control”	3
1.12	“Code”	4
1.13	“Commissions”	4
1.14	“Committee”.	4
1.15	“Company”	4
1.16	“Company Contribution Amount”	4
1.17	“Company Restoration Matching Amount”	4
1.18	“Director”	4
1.19	“Director Fees”	4
1.20	“Disability” or “Disabled”	4
1.21	“Election Form”	5
1.22	“Employee”	5
1.23	“Employer(s)”	5
1.24	“ERISA”	5
1.25	“401(k) Plan”	5
1.26	“LTIP Amounts”	6
1.27	“Participant”	6
1.28	“Performance-Based Compensation”	6
1.29	“Plan”	6
1.30	“Plan Agreement”	6
1.31	“Plan Year”	6
1.32	“Restricted Stock”	6
1.33	“Restricted Stock Account”	6
1.34	“Restricted Stock Amount”	7
1.35	“Retirement,” “Retire(s)” or “Retired”	7
1.36	“Separation from Service”	7
1.37	“SOP Account”	8
1.38	“SOP Amount”	8
1.39	“SOP Stock”	9
1.40	“Stock”	9
1.41	“Trust”	9


1.42	“Unforeseeable Emergency”	9
1.43	“Years of Service”	9

ARTICLE 2	Selection, Enrollment, Eligibility	9

2.1	Selection by Committee	9
2.2	Enrollment and Eligibility Requirements; Commencement of Participation.	9

ARTICLE 3	Deferral Commitments/Company Contribution Amounts/	10

3.1	Minimum and Maximum Deferrals.	10
3.2	Timing of Deferral Elections; Effect of Election Form.	11
3.3	Withholding and Crediting of Annual Deferral Amounts	12
3.4	Company Contribution Amount.	12
3.5	Company Restoration Matching Amount	13
3.6	SOP Amount	13
3.7	Restricted Stock Amount	14
3.8	Vesting.	14
3.9	Crediting/Debiting of Account Balances	15
3.10	FICA and Other Taxes.	17

ARTICLE 4	Scheduled Distribution; Unforeseeable Emergencies	18

4.1	Scheduled Distributions	18
4.2	Postponing Scheduled Distributions	19
4.3	Other Benefits Take Precedence Over Scheduled Distributions	19
4.4	Unforeseeable Emergencies.	19

ARTICLE 5	Change in Control Benefit	20

5.1	Change in Control Benefit	20
5.2	Payment of Change in Control Benefit	20

ARTICLE 6	Retirement Benefit	21

6.1	Retirement Benefit	21

ARTICLE 7	Termination Benefit	22

7.1	Termination Benefit	22
7.2	Payment of Termination Benefit	22

ARTICLE 8	Disability Benefit	22

8.1	Disability Benefit	22
8.2	Payment of Disability Benefit	22

ARTICLE 9	Death Benefit	22


9.1	Death Benefit	22
9.2	Payment of Death Benefit	23

ARTICLE 10	Beneficiary Designation	23

10.1	Beneficiary	23
10.2	Beneficiary Designation; Change; Spousal Consent	23
10.3	Acknowledgment	23
10.4	No Beneficiary Designation	23
10.5	Doubt as to Beneficiary	23
10.6	Discharge of Obligations	23

ARTICLE 11	Leave of Absence	24

11.1	Paid Leave of Absence	24
11.2	Unpaid Leave of Absence	24

ARTICLE 12	Termination of Plan, Amendment or Modification	24

12.1	Termination of Plan	24
12.2	Amendment	25
12.3	Plan Agreement	25
12.4	Effect of Payment	25

ARTICLE 13	Administration	25

13.1	Committee Duties	25
13.2	Administration Upon Change In Control	25
13.3	Agents	26
13.4	Binding Effect of Decisions	26
13.5	Indemnity of Committee	26
13.6	Employer Information	26

ARTICLE 14	Other Benefits and Agreements	27

14.1	Coordination with Other Benefits	27

ARTICLE 15	Claims Procedures	27

15.1	Presentation of Claim	27
15.2	Notification of Decision	27
15.3	Review of a Denied Claim	28
15.4	Decision on Review	28
15.5	Legal Action	29

ARTICLE 16	Trust	29

16.1	Establishment of the Trust	29


16.2	Interrelationship of the Plan and the Trust	29
16.3	Distributions From the Trust	29

ARTICLE 17	Miscellaneous	29

17.1	Status of Plan	29
17.2	Unsecured General Creditor	29
17.3	Employer’s Liability	30
17.4	Nonassignability	30
17.5	Not a Contract of Employment	30
17.6	Furnishing Information	31
17.7	Terms	31
17.8	Captions	31
17.9	Governing Law	31
17.10	Notice	31
17.11	Successors	31
17.12	Spouse’s Interest	32
17.13	Validity	32
17.14	Incompetent	32
17.15	Domestic Relations Orders	32
17.16	Distribution in the Event of Income Inclusion Under Code Section 409A	32
17.17	Deduction Limitation on Benefit Payments	32
17.18	Distribution in the Event of Taxation.	33
17.19	Insurance	33
17.20	Legal Fees To Enforce Rights After Change in Control	33
17.21	Non-Competition and Non-Solicitation	34

JONES LANG LASALLE INCORPORATED

DEFERRED COMPENSATION PLAN

Effective January 1, 2004

(Amended and Restated as of January 1, 2007)

Purpose

The purpose of this Plan is to provide specified benefits to Directors and a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of Jones Lang LaSalle Incorporated, a Maryland corporation, and its subsidiaries, if any, that participate in the Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

This Plan is intended to comply with all applicable law, including Code Section 409A and related Treasury guidance and Regulations, and shall be operated and interpreted in accordance with this intention. In order to transition to the requirements of Code Section 409A and related Treasury Regulations, the Committee may make available to Participants certain transition relief provided under Notices 2006-79 and 2007-86, as described more fully in Appendix A of this Plan.

This Plan shall apply to all amounts deferred hereunder on and after January 1, 2004.

ARTICLE 1

Definitions

For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1

“ Account Balance ” shall mean an entry on the records of the Employer equal to the sum of a Participant’s (a) Annual Account balance, (b) SOP Account balance, and (c) Restricted Stock Account balance. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

If a Participant is both an Employee and a Director and participates in the Plan in each capacity, then separate Account Balances (and separate Annual Accounts, SOP Accounts and Restricted Stock Accounts, if applicable) shall be established for such Participant as a device for the measurement and determination of the (a) amounts deferred under the Plan that are attributable to the Participant’s status as an Employee, and (b) amounts deferred under the Plan that are attributable to the Participant’s status as a Director.

1.2

“ Annual Account ” shall mean an entry on the records of the Employer equal to (a) the sum of a Participant’s Annual Deferral Amount, Company Contribution Amount and Company Restoration Matching Amount for any one Plan Year, plus (b) amounts credited or debited to such amounts pursuant to this Plan, less (c) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.3

“ Annual Deferral Amount ” shall mean that portion of a Participant’s Base Salary, Bonus, Commissions, Director Fees and LTIP Amounts that a Participant defers in accordance with Article 3 for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year.

1.4

“ Annual Installment Method ” shall mean the method used to determine the amount of each payment due to a Participant who has elected to receive a benefit over a period of years in accordance with the applicable provisions of the Plan. The amount of each annual payment due to the Participant shall be calculated by multiplying the balance of the Participant’s benefit by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due to the Participant. The amount of the first annual payment shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date, and the amount of each subsequent annual payment shall be calculated on or around each anniversary of such Benefit Distribution Date. Shares of Stock that shall be distributable from the SOP Account and the Restricted Stock Account shall be distributable in shares of actual Stock in the same manner previously described. For purposes of this Plan, the right to receive a benefit payment in annual installments shall be treated as the entitlement to a single payment.

1.5

“ Base Salary ” shall mean the annual cash compensation relating to services performed during any calendar year, excluding distributions from nonqualified deferred compensation plans, bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, director fees and other fees, and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Participant’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 402(e)(3), 402(h) or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts shall be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Participant.

1.6	“ Beneficiary ” shall mean one or more persons, trusts, estates or other entities designated in accordance with Article 10 that are entitled to receive benefits under this Plan upon the Participant’s death.

1.7	“ Beneficiary Designation Form ” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.8

“ Benefit Distribution Date ” shall mean the date upon which all or an objectively determinable portion of a Participant’s vested benefits shall become eligible for distribution. Except as otherwise provided in the Plan, a Participant’s Benefit Distribution Date shall be determined based on the earliest to occur of an event or scheduled date set forth in Articles 4 through 9, as applicable.

1.9	“ Board ” shall mean the board of directors of the Company.

1.10	“ Bonus ” shall mean any cash compensation, in addition to Base Salary, Commissions and LTIP Amounts, earned by a Participant during a Plan Year under an Employer’s annual bonus and cash incentive plans.

1.11	“ Change in Control ” shall mean the occurrence of a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of a corporation, as determined in accordance with this Section.

In order for an event described below to constitute a Change in Control with respect to a Participant, except as otherwise provided in paragraph (a)(ii) of this Section, the applicable event shall relate to the corporation for which the Participant is providing services, the corporation that is liable for payment of the Participant’s Account Balance (or all corporations liable for payment if more than one), as identified by the Committee in accordance with Treasury Regulation Section 1.409A-3(i)(5)(ii)(A)(2), or such other corporation identified by the Committee in accordance with Treasury Regulation Section 1.409A-3(i)(5)(ii)(A)(3).

(a)

A “change in the effective control” of the applicable corporation shall occur on either of the following dates:

(i)

The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of such corporation that, together with stock held by such person or group, constitutes 50% or more of the total voting power of the stock of such corporation, as determined in accordance with Treasury Regulation Section 1.409A-3(i)(5)(vi). If a person or group is considered to possess 50% or more of the total voting power of the stock of a corporation, and such person or group acquires additional stock of such corporation, the acquisition of additional stock by such person or group shall not be considered to cause a “change in the effective control” of such corporation; or

(ii)

The date on which a majority of the members of the applicable corporation’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such corporation’s board of directors before the date of the appointment or election, as determined in accordance with Treasury Regulation Section 1.409A-3(i)(5)(vi). In determining whether the event described

in the preceding sentence has occurred, the applicable corporation to which the event must relate shall only include a corporation identified in accordance with Treasury Regulation Section 1.409A-3(i)(5)(ii) for which no other corporation is a majority shareholder.

(b)

A “change in the ownership of a substantial portion of the assets” of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value more than 60% of the total gross fair market value of all of the assets of the corporation immediately before such acquisition or acquisitions, as determined in accordance with Treasury Regulation Section 1.409A-3(i)(5)(vii). A transfer of assets shall not be treated as a “change in the ownership of a substantial portion of the assets” when such transfer is made to an entity that is controlled by the shareholders of the transferor corporation, as determined in accordance with Treasury Regulation Section 1.409A-3(i)(5)(vii)(B).

1.12	“ Code ” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.13	“ Commissions ” shall mean the cash commissions earned by a Participant during a Plan Year, as determined in accordance with Code Section 409A and related Treasury Regulations.

1.14	“ Committee ” shall mean the committee described in Article 13.

1.15	“ Company ” shall mean Jones Lang LaSalle Incorporated, a Maryland corporation, and any successor to all or substantially all of the Company’s assets or business.

1.16	“ Company Contribution Amount ” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.4.

1.17	“ Company Restoration Matching Amount ” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.

1.18	“ Director ” shall mean any member of the board of directors of any Employer.

1.19	“ Director Fees ” shall mean the annual fees earned by a Director from any Employer, including retainer fees and meetings fees, as compensation for serving on the board of directors.

1.20

“ Disability ” or “ Disabled ” shall mean that a Participant is either (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering

employees of the Participant’s Employer. For purposes of this Plan, a Participant shall be deemed Disabled if determined to be totally disabled by the Social Security Administration. A Participant shall also be deemed Disabled if determined to be disabled in accordance with the applicable disability insurance program of such Participant’s Employer, provided that the definition of “disability” applied under such disability insurance program complies with the requirements of this Section.

1.21	“ Election Form ” shall mean the form, which may be in electronic format, established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

1.22	“ Employee ” shall mean a person who is an employee of an Employer.

1.23	“ Employer(s) ” shall be defined as follows:

(a)

Except as otherwise provided in paragraph (b) of this Section, the term “Employer” shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan.

(b)

For the purpose of determining whether a Participant has experienced a Separation from Service, the term “Employer” shall mean:

(i)

The entity for which the Participant performs services and with respect to which the legally binding right to compensation deferred or contributed under this Plan arises; and

(ii)

All other entities with which the entity described above would be aggregated and treated as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (a group of trades or businesses, whether or not incorporated, under common control), as applicable. In order to identify the group of entities described in the preceding sentence, the Committee shall use an ownership threshold of at least 50% as a substitute for the 80% minimum ownership threshold that appears in, and otherwise shall be used when applying, the applicable provisions of (A) Code Section 1563 for determining a controlled group of corporations under Code Section 414(b), and (B) Treasury Regulation Section 1.414(c)-2 for determining the trades or businesses that are under common control under Code Section 414(c).

1.24	“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.25	“ 401(k) Plan ” shall mean the Jones Lang LaSalle Incorporated Savings and Retirement Plan, originally adopted by the Company effective July 1, 1977, as it may be amended from time to time.

1.26	“ LTIP Amounts ” shall mean any portion of the compensation attributable to a Plan Year that is earned by a Participant under an Employer’s long-term incentive plan or any other long-term incentive arrangement designated by the Committee.

1.27

“ Participant ” shall mean any Employee or Director (a) who is selected by the Committee to participate in the Plan, (b) who elects to participate in the Plan, (c) whose executed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, and (d) whose Plan Agreement has not terminated. A Participant’s spouse or former spouse shall not be treated as a Participant in the Plan or have an Account Balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.

1.28

“ Performance-Based Compensation ” shall mean compensation the entitlement to or amount of which is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months, as determined by the Committee in accordance with Treasury Regulation Section 1.409A-1(e).

1.29

“ Plan ” shall mean the Jones Lang LaSalle Incorporated Deferred Compensation Plan, which shall be evidenced by this instrument, as it may be amended from time to time, and by any other documents that together with this instrument define a Participant’s rights to amounts credited to his or her Account Balance.

1.30

“ Plan Agreement ” shall mean a written agreement in the form prescribed by or acceptable to the Committee that evidences a Participant’s agreement to the terms of the Plan and which may establish additional terms or conditions of Plan participation for a Participant. Unless otherwise determined by the Committee, the most recent Plan Agreement accepted with respect to a Participant shall supersede any prior Plan Agreements for such Participant. Plan Agreements may vary among Participants and may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan.

1.31	“ Plan Year ” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

1.32	“ Restricted Stock ” shall mean rights to receive unvested shares of restricted stock selected by the Committee in its sole discretion and awarded to a Participant under any Jones Lang LaSalle Incorporated stock incentive plan.

1.33

“ Restricted Stock Account ” shall mean the aggregate value, measured on any given date, of (a) the number of shares of Restricted Stock deferred by a Participant as a result of all Restricted Stock Amounts, plus (b) the number of additional shares credited to a Participant’s Restricted Stock Account as a result of the deemed reinvestment of dividends in accordance with this Plan, less (c) the number of shares of Restricted Stock previously distributed to the Participant or his or her Beneficiary pursuant to this Plan, subject in each case to any adjustments to the number of such shares determined by the Committee with

respect to the Jones Lang LaSalle Stock Unit Fund pursuant to Section 3.9. This portion of the Participant’s Account Balance shall only be distributable in actual shares of Stock.

1.34

“ Restricted Stock Amount ” shall mean, with respect to a Participant for any one Plan Year, the amount of Restricted Stock deferred in accordance with Section 3.7, calculated using the closing price of Stock at the end of the business day closest to the date such Restricted Stock would otherwise vest, but for the election to defer. In the event of a Participant’s Retirement, Disability, death or a Separation from Service prior to the end of a Plan Year, such year’s Restricted Stock Amount shall be the actual amount withheld prior to such event.

1.35

“ Retirement ,” “ Retire(s) ” or “ Retired ” shall mean, with respect to a Participant who is an Employee, a Separation from Service on or after the attainment of (a) age 55 with at least 10 Years of Service, or (b) age 55 and having any combination of age plus Years of Service equal to at least 65. “Retirement,” “Retire(s)” or “Retired” with respect to a Participant who is a Director shall mean Separation from Service on or after the attainment of age 70. If a Participant is both an Employee and a Director and participates in the Plan in each capacity, (a) the determination of whether the Participant qualifies for Retirement as an Employee shall be made when the Participant experiences a Separation from Service as an Employee and such determination shall only apply to the applicable Account Balance established in accordance with Section 1.1 for amounts deferred under the Plan as an Employee, and (b) the determination of whether the Participant qualifies for Retirement as a Director shall be made at the time the Participant experiences a Separation from Service as a Director and such determination shall only apply to the applicable Account Balance established in accordance with Section 1.1 for amounts deferred under the Plan as a Director.

1.36

“ Separation from Service ” shall mean a termination of services provided by a Participant to his or her Employer, whether voluntarily or involuntarily, other than by reason of death or Disability, as determined by the Committee in accordance with Treasury Regulation Section 1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:

(a)

For a Participant who provides services to an Employer as an Employee, except as otherwise provided in paragraph (c) of this Section, a Separation from Service shall occur when such Participant has experienced a termination of employment with such Employer. A Participant shall be considered to have experienced a termination of employment when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (i) no further services will be performed for the Employer after a certain date, or (ii) that the level of bona fide services the Participant will perform for an Employer after such date (whether as an Employee or as a Director) will permanently decrease to no more than 20% of the average level of bona fide services performed by such Participant (whether as an Employee or a Director) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months).

If a Participant is on military leave, sick leave or other bona fide leave of absence, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave or other bona fide leave of absence exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such six-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.

(b)

For a Participant who provides services to an Employer as a Director, except as otherwise provided in paragraph (c) of this Section, a Separation from Service shall occur upon the expiration of the contract (or in the case of more than one contract, all contracts) under which services are performed for such Employer, provided that the expiration of such contract(s) is determined by the Committee to constitute a good-faith and complete termination of the contractual relationship between the Participant and such Employer.

(c)

If a Participant provides services for an Employer as both an Employee and as a Director, to the extent permitted by Treasury Regulation Section 1.409A-1(h)(5), the services provided by such Participant as a Director shall not be taken into account in determining whether the Participant has experienced a Separation from Service as an Employee, and the services provided by such Participant as an Employee shall not be taken into account in determining whether the Participant has experienced a Separation from Service as a Director.

1.37

“ SOP Account ” shall mean the aggregate value, measured on any given date, of (a) the number of shares of SOP Stock deferred by a Participant as a result of all SOP Amounts, plus (b) the number of additional shares credited to a Participant’s SOP Account as a result of the deemed reinvestment of dividends in accordance with this Plan, less (c) the number of shares of SOP Stock previously distributed to the Participant or his or her Beneficiary pursuant to this Plan, subject in each case to any adjustments to the number of such shares determined by the Committee with respect to the Jones Lang LaSalle Stock Unit Fund pursuant to Section 3.9. This portion of the Participant’s Account Balance shall only be distributable in actual shares of Stock.

1.38

“ SOP Amount ” shall mean, with respect to a Participant for any one Plan Year, the amount of SOP Stock deferred in accordance with Section 3.6 of this Plan, calculated using the closing price of Stock at the end of the business day closest to the date such SOP Stock would otherwise vest, but for the election to defer. In the event of a Participant’s Retirement, Disability, death or Separation from Service prior to the end of a Plan Year, such year’s SOP Amount shall be the actual amount withheld prior to such event.

1.39	“ SOP Stock ” shall mean rights to receive unvested shares of Stock selected by the Committee in its sole discretion and awarded to the Participant under the Jones Lang LaSalle Incorporated Amended and Restated Stock Award and Incentive Plan, as it may be amended from time to time.

1.40	“ Stock ” shall mean Jones Lang LaSalle Incorporated common stock, $.01 par value, or any other equity securities of the Company designated by the Committee.

1.41	“ Trust ” shall mean one or more trusts established by the Company in accordance with Article 16.

1.42

“ Unforeseeable Emergency ” shall mean a severe financial hardship of the Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary or the Participant’s dependent (as defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a loss of the Participant’s property due to casualty, or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined by the Committee based on the relevant facts and circumstances.

1.43

“ Years of Service ” shall mean the total number of full years in which a Participant has been employed by (a) the Company, (b) any member of the Company’s controlled group under Code Section 414, and (c) any other entity designated by the Board of Directors. For purposes of this definition, a year of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the Participant’s hiring date and that, for any subsequent year, commences on an anniversary of that hiring date. The Committee shall make a determination as to whether any partial years of employment shall be counted as a Year of Service.

ARTICLE 2

Selection, Enrollment, Eligibility

2.1

Selection by Committee . Participation in the Plan shall be limited to Directors and, as determined by the Committee in its sole discretion, a select group of management or highly compensated Employees. From that group, the Committee shall select, in its sole discretion, those individuals who may actually participate in this Plan.

2.2	Enrollment and Eligibility Requirements; Commencement of Participation .

(a)

As a condition to participation, each Director or selected Employee shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form by the deadline(s) established by the Committee in accordance with the applicable provisions of this Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary.

(b)

Provided an Employee or Director selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified

time period, that Employee or Director shall commence participation in the Plan on the first day of the month following the month in which the Employee or Director completes all enrollment requirements.

(c)

If a Director or an Employee fails to meet all requirements established by the Committee within the period required, that Director or Employee shall not be eligible to participate in the Plan during such Plan Year.

ARTICLE 3

Deferral Commitments/Company Contribution Amounts/

Company Restoration Matching Amounts/ Vesting/Crediting/Taxes

3.1	Minimum and Maximum Deferrals .

(a)

Annual Deferral, Restricted Stock and SOP Amounts . For each Plan Year, a Participant may elect to defer Base Salary, Bonus, Commissions, LTIP Amounts, Director Fees, Restricted Stock Amounts and/or SOP Stock Amounts in the following minimum and maximum amounts for each deferral elected.


Deferral	Minimum Amount or Percentage			Maximum Amount or Percentage
Base Salary	$	5,000 aggregate		75	%
Bonus	$	5,000 aggregate		100	%
Commissions	$	5,000 aggregate		100	%
LTIP Amounts	$	5,000 aggregate		100	%
Director Fees	$	0		100	%
SOP Stock		0	%	100	%
Restricted Stock		0	%	100	%

If an election is made for less than the stated minimum amounts, or if no election is made, the amounts deferred shall be zero.

Participants shall not be permitted to defer LTIP Amounts unless the Committee authorizes such deferrals, in its discretion.

(b)

Short Plan Year . Notwithstanding the foregoing, if an Employee or Director first becomes a Participant after the first day of a Plan Year, then to the extent required by Section 3.2 and Code Section 409A and related Treasury Regulations, the minimum Annual Deferral Amount, Restricted Stock Amount and/or SOP Stock Amount shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12. The maximum Annual Deferral Amount, Restricted Stock Amount and/or SOP Stock Amount shall be determined by applying the percentages set forth above to the portion of such compensation attributable to services performed after the date that the Participant’s deferral election is made.

3.2	Timing of Deferral Elections; Effect of Election Form .

(a)

General Timing Rule for Deferral Elections . Except as otherwise provided in this Section 3.2, in order for a Participant to make a valid election to defer Base Salary, Bonus, Commissions, Director Fees, LTIP Amounts, Restricted Stock Amounts and/or SOP Stock Amounts, the Participant shall submit an Election Form on or before the deadline established by the Committee, which in no event shall be later than the December 31 ^st preceding the Plan Year in which such compensation will be earned.

Any deferral election made in accordance with this Section 3.2(a) shall be irrevocable; provided, however, that if the Committee permits or requires Participants to make a deferral election by the deadline described above for an amount that qualifies as Performance-Based Compensation, the Committee may permit a Participant to subsequently change his or her deferral election for such compensation by submitting a new Election Form in accordance with Section 3.2(c) below.

(b)

Timing of Deferral Elections for Newly Eligible Plan Participants . A Director or selected Employee who first becomes eligible to participate in the Plan on or after the beginning of a Plan Year, as determined in accordance with Treasury Regulation Section 1.409A-2(a)(7)(ii) and the “plan aggregation” rules provided in Treasury Regulation Section 1.409A-1(c)(2), may be permitted to make an election to defer the portion of Base Salary, Bonus, Commissions, Director Fees, LTIP Amounts, Restricted Stock Amounts and/or SOP Stock Amounts attributable to services to be performed after such election, provided that the Participant submits an Election Form on or before the deadline established by the Committee, which in no event shall be later than 30 days after the Participant first becomes eligible to participate in the Plan.

If a deferral election made in accordance with this Section 3.2(b) relates to compensation earned based upon a specified performance period, the amount eligible for deferral shall be equal to (i) the total amount of compensation for the performance period, multiplied by (ii) a fraction, the numerator of which is the number of days remaining in the service period after the Participant’s deferral election is made, and the denominator of which is the total number of days in the performance period.

Any deferral election made in accordance with this Section 3.2(b) shall become irrevocable no later than the 30 ^th day after the date the Director or selected Employee becomes eligible to participate in the Plan.

(c)

Timing of Deferral Elections for Performance-Based Compensation . Subject to the limitations described below, the Committee may determine that an irrevocable deferral election for an amount that qualifies as Performance-Based Compensation may be made by submitting an Election Form on or before the deadline established by the Committee, which in no event shall be later than six months before the end of the performance period.

In order for a Participant to be eligible to make a deferral election for Performance-Based Compensation in accordance with the deadline established pursuant to this Section 3.2(c), the Participant must have performed services continuously from the later of (i) the beginning of the performance period for such compensation, or (ii) the date upon which the performance criteria for such compensation are established, through the date upon which the Participant makes the deferral election for such compensation. In no event shall a deferral election submitted under this Section 3.2(c) be permitted to apply to any amount of Performance-Based Compensation that has become readily ascertainable.

(d)

Timing Rule for Deferral of Compensation Subject to Risk of Forfeiture . With respect to compensation (i) to which a Participant has a legally binding right to payment in a subsequent year, and (ii) that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right, the Committee may determine that an irrevocable deferral election for such compensation may be made by timely delivering an Election Form to the Committee in accordance with its rules and procedures, no later than the 30 ^th day after the Participant obtains the legally binding right to the compensation, provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse, as determined in accordance with Treasury Regulation Section 1.409A-2(a)(5).

Any deferral election(s) made in accordance with this Section 3.2(d) shall become irrevocable no later than the 30 ^th day after the Participant obtains the legally binding right to the compensation subject to such deferral election(s).

3.3

Withholding and Crediting of Annual Deferral Amounts . For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Bonus, Commissions, LTIP Amounts and/or Director Fees portion of the Annual Deferral Amount shall be withheld at the time the Bonus, Commissions, LTIP Amounts and/or Director Fees are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to the Participant’s Annual Account for such Plan Year at the time such amounts would otherwise have been paid to the Participant. Participants shall not be permitted to defer LTIP Amounts unless such deferrals are authorized by the Committee, in its discretion.

3.4	Company Contribution Amount .

(a)

For each Plan Year, an Employer may be required to credit amounts to a Participant’s Annual Account in accordance with employment or other agreements entered into between the Participant and the Employer, which amounts shall be

part of the Participant’s Company Contribution Amount for that Plan Year. Such amounts shall be credited to the Participant’s Annual Account for the applicable Plan Year on the date or dates prescribed by such agreements.

(b)

For each Plan Year,

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