EXHIBIT 10.2
------------
THIRD AMENDMENT TO THE
JONES LANG LASALLE INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, Jones Lang LaSalle Incorporated (formerly known as LaSalle
Partners Incorporated) (the "Company") maintains the Employee Stock
Purchase Plan, as amended by the First Amendment and Second Amendment
thereto (the "Plan").
WHEREAS, the Company has determined that amending the Plan in certain
respects is in the best interest of the Company.
WHEREAS, the Board of Directors approved, and recommended approval by
the stockholders of, an amendment to the Plan, and the stockholders
approved the amendment at the Annual Meeting of Stockholders held May 15,
2000.
NOW THEREFORE, the Plan has been amended effective May 15, 2000 as
follows:
1. Paragraph 2 of the Plan is hereby amended by replacing the
reference to "250,000 shares" in the first sentence thereof with a
reference to "1,000,000 shares".
Capitalized terms used but not defined in this Third Amendment shall
have the respective meanings assigned to them in the Plan. Except as
herein modified, all the terms, conditions and provisions of the Plan are
hereby ratified, confirmed and carried forward.