UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

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Jones Lang LaSalle Incorporated
Notice of 2011 Annual Meeting of Shareholders
And Proxy Statement

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April 15, 2011
Dear Shareholder:

              We would like to invite you to attend our 2011 Annual Meeting of Shareholders. It will take place on Thursday, May 26, 2011, beginning at 8:30 a.m., local time, at the offices of our Company located at 601 Lexington Avenue, 33^rd Floor, New York, New York.

             Your vote is very important to us.    This year, we are again voluntarily furnishing proxy materials to our shareholders on the Internet rather than mailing printed copies of those materials to each shareholder. This serves our environmental goals and also saves us significant postage, printing and processing costs. Whether or not you plan to attend the Annual Meeting, please cast your vote, as instructed in the Notice of Internet Availability of Proxy Materials, over the Internet or by telephone, as promptly as possible. You may also request a paper proxy card to submit your vote by mail if you prefer. If you attend the Annual Meeting, you may vote your shares in person even if you have previously given your proxy.

              The proxy materials we are furnishing on the Internet include our 2010 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2010.

              We appreciate your continued interest in our Company.

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Jones Lang LaSalle Incorporated
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601

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NOTICE OF 2011 ANNUAL MEETING OF SHAREHOLDERS
To Be Held Thursday, May 26, 2011

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              The 2011 Annual Meeting of Shareholders of Jones Lang LaSalle Incorporated will take place on Thursday, May 26, 2011, beginning at 8:30 a.m., local time, at the offices of our Company located at 601 Lexington Avenue, 33rd Floor, New York, New York.

              The Annual Meeting will have the following purposes:

1.

To elect eleven Directors to serve one-year terms until the 2012 Annual Meeting of Shareholders and until their successors are elected and qualify;



2.

To approve, by non-binding vote, executive compensation ("say-on-pay");



3.

To recommend, by non-binding vote, the frequency of future executive compensation votes ("say-on-frequency");



4.

To approve a proposal by our Board of Directors to amend the Jones Lang LaSalle Articles of Incorporation to permit the holders of 30% of the outstanding shares of our Common Stock to call a special meeting of shareholders; and



5.

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2011.

              Our Board of Directors has fixed the close of business on Friday, March 18, 2011 as the record date for determining the shareholders entitled to receive notice of, and to vote at, the Annual Meeting. We will permit only shareholders, or persons holding proxies from shareholders, to attend the Annual Meeting.

              YOUR VOTE IS VERY IMPORTANT. ANY SHAREHOLDER MAY ATTEND THE ANNUAL MEETING IN PERSON. IN ORDER FOR US TO HAVE THE QUORUM NECESSARY TO CONDUCT THE ANNUAL MEETING, WE ASK THAT SHAREHOLDERS WHO DO NOT INTEND TO BE PRESENT AT THE ANNUAL MEETING IN PERSON GIVE THEIR PROXY OVER THE INTERNET OR BY TELEPHONE. IF YOU PREFER, YOU MAY ALSO REQUEST A PAPER PROXY CARD TO SUBMIT YOUR VOTE BY MAIL. YOU MAY REVOKE ANY PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT HAS BEEN VOTED AT THE ANNUAL MEETING.

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PROXY STATEMENT FOR THE 2011 ANNUAL MEETING OF SHAREHOLDERS

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Jones Lang LaSalle Incorporated
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601

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PROXY STATEMENT

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2011 Annual Meeting of Shareholders

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND OUR ANNUAL MEETING

Q:          Why am I receiving these materials?

A:          The Board of Directors (the Board) of Jones Lang LaSalle Incorporated, a Maryland corporation (Jones Lang LaSalle, which may sometimes be referred to as the Company or as we, us or our), is providing these proxy materials to you in connection with the Company's 2011 Annual Meeting of Shareholders (including any adjournments or postponements, the Annual Meeting). The Annual Meeting will take place at 8:30 a.m. local time, on Thursday, May 26, 2011, at offices of our Company located at 601 Lexington Avenue, 33^rd Floor, New York, New York. We have first released this Proxy Statement to our shareholders on or about April 15, 2011.

              As one of our shareholders, you are invited to attend the Annual Meeting. You are also entitled to vote on each of the matters we describe in this Proxy Statement.

              A proxy is the legal designation you give to another person to vote the shares of stock you own. If you designate someone as your proxy in a written document, that document is called a proxy card. We have designated three of our officers as proxies for our Annual Meeting: Colin Dyer, Lauralee E. Martin and Mark J. Ohringer. We are asking you to designate each of them separately as a proxy to vote your shares on your behalf.

Q:          Why is the Company making these materials available over the Internet rather than mailing them?

A:          Under the "Notice and Access Rule" that the United States Securities and Exchange Commission (the SEC) has adopted, we furnish proxy materials to our shareholders on the Internet rather than mailing printed copies of those materials to each shareholder. This helps us meet our environmental goals and it will save significant postage, printing and processing costs. If you received a Notice Regarding the Availability of Proxy Materials (Notice of Internet Availability) by mail, you will not receive a printed copy of our proxy materials unless you specifically request one. Instead, the Notice of Internet Availability will instruct you about how you may (1) access and review our proxy materials on the Internet and (2) access your proxy card to vote on the Internet.

              We anticipate that we will mail the Notice of Internet Availability to our shareholders on or about April 15, 2011.

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Q:         How can I have printed copies of the proxy materials mailed to me?

A:          If you received a Notice of Internet Availability by mail and you would prefer to receive a printed copy of our proxy materials, including a paper proxy card, please follow the instructions included in the Notice of Internet Availability.

Q:         What information does this Proxy Statement contain?

A:          The information in this Proxy Statement relates to (1) the proposals on which our shareholders will vote at the Annual Meeting and (2) the voting process. It includes the information about our Company that we are required to disclose as the basis for your decision about how to vote on each proposal.

Q:         What other information are you furnishing with this Proxy Statement?

A:          Our 2010 Annual Report to Shareholders, which includes our annual report on Form 10-K for the year ended December 31, 2010, has been made available on the Internet to all shareholders entitled to vote at the Annual Meeting and who received the Notice of Internet Availability. You may also view our 2010 Annual Report and this Proxy Statement at www.joneslanglasalle.com in the "Investor Relations" section.

              You may obtain a paper copy of our 2010 Annual Report and this Proxy Statement without charge by writing the Jones Lang LaSalle Investor Relations Department at 200 East Randolph Drive, Chicago, Illinois 60601, or by calling +1.312.228.2430.

Q:         What items of business will be voted on at the Annual Meeting?

A:          The five items of business scheduled to be voted on at the Annual Meeting are:

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Proposal 1: The election of eleven directors to serve one-year terms until the 2012 Annual Meeting of Shareholders;



•

Proposal 2: Approval, by non-binding advisory vote, of executive compensation ("say-on-pay");



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Proposal 3: Recommendation, by non-binding advisory vote, of the frequency of future executive compensation votes ("say-on-frequency");



•

Proposal 4: Approval of a proposal by our Board of Directors to amend the Jones Lang LaSalle Articles of Incorporation to permit holders of 30% of the outstanding shares of our Common Stock to call a special meeting of shareholders; and



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Proposal 5: Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2011.

Q:         How does the Board recommend that I vote?

A:          Our Board recommends that you vote your shares as follows:

•

FOR each of the eleven nominees to the Board;



•

FOR the non-binding advisory "say-on-pay" vote approving executive compensation;

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FOR a one-year frequency of future executive compensation votes;



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FOR the amendment to the Company's Articles of Incorporation serving to permit the holders of 30% of the outstanding shares of our Common Stock to call a special meeting of shareholders; and



•

FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2011.

Q:         What shares may I vote?

A:          Only shareholders of record of Jones Lang LaSalle's Common Stock, $.01 par value per share (the Common Stock), at the close of business on Friday, March 18, 2011 (the Record Date), are entitled to notice of, and to vote at, the Annual Meeting. Each share of Common Stock is entitled to one vote on all matters voted upon by shareholders and is entitled to vote for as many persons as there are Directors to be elected. Based on the information we have received from BNY Mellon Shareowner Services, our transfer agent and stock registrar, there were 42,909,884 voting shares of Common Stock outstanding on the Record Date. The shares of our Common Stock are held in approximately 450 registered accounts. According to Broadridge Investor Communications, those registered accounts represent approximately 50,762 beneficial owners (which we believe includes the number of individual holders in certain mutual funds that hold our shares).

Q:         What is the difference between holding shares as a shareholder of record and as a beneficial owner?

A:          Most Jones Lang LaSalle shareholders hold their shares through a broker or other nominee rather than directly in their own names. There are some distinctions between (1) shares you hold of record in your own name and (2) those you own beneficially through a broker or nominee, as follows:

Shareholder of Record

If your shares are registered directly in your name with Jones Lang LaSalle's stock registrar, BNY Mellon Shareowner Services, then with respect to those shares we consider you to be the shareholder of record. As a shareholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting.

Beneficial Owner

If you hold shares in a brokerage account or by a trustee or another nominee, then we consider you to be the beneficial owner of shares held "in street name," and we are furnishing these proxy materials to you through your broker, trustee or nominee. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and we are also inviting you to attend the Annual Meeting.

Since a beneficial owner is not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a "legal proxy" from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. Your broker, trustee or nominee has enclosed or provided instructions to you on how to vote your shares.

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Q:         How can I attend the Annual Meeting?

A:          You are entitled to attend the Annual Meeting only if you were a Jones Lang LaSalle shareholder as of the close of business on Friday, March 18, 2011 or you hold a valid proxy for the Annual Meeting. You should be prepared to present a photo identification for admittance. In addition, if you are a shareholder of record, we will verify your name against the list of shareholders of record on the Record Date prior to admitting you to the Annual Meeting. If you are not a shareholder of record but hold shares through a broker, trustee or nominee (in street name), you should provide proof of beneficial ownership on the Record Date, such as your most recent account statement prior to March 18, 2011, a copy of the voting instruction card furnished to you, or other similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above upon request, we will not admit you to the Annual Meeting.

Q:         How can I vote my shares in person at the Annual Meeting?

A:          You may vote in person at the Annual Meeting those shares you hold in your name as the shareholder of record. You may vote in person at the Annual Meeting shares you hold beneficially in street name only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

Q:         How can I vote my shares without attending the Annual Meeting?

A:          Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting. Shareholders may deliver their proxies either:

1.

Electronically over the Internet at www.proxyvote.com;



2.

By telephone (please see your proxy card for instructions); or



3.

By requesting, completing and submitting a properly signed paper proxy card as outlined in the Notice of Internet Availability.

Q:         May I change my vote or revoke my proxy?

A:          You may change your vote at any time prior to the vote at the Annual Meeting. If you are the shareholder of record, you may change your vote by:

1.

Granting a new proxy bearing a later date (which automatically revokes the earlier proxy);



2.

Providing a written notice of revocation prior to your shares being voted; or



3.

Attending the Annual Meeting and voting in person.

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              A written notice of revocation must be sent to our Corporate Secretary at the address of our principal executive office, which we provide above. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote (1) by submitting new voting instructions to your broker, trustee or nominee or (2) if you have obtained a legal proxy from your broker, trustee or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

Q:         Who can help answer my questions?

A:          If you have any questions about the Annual Meeting or how to vote or revoke your proxy, please contact Broadridge Investor Communications at +1.631.254.7400.

              If you need additional copies of this Proxy Statement or voting materials, please contact Broadridge Investor Communications at the number above or the Company's Investor Relations team at +1.312.228.2430.

Q:         How many shares must be present or represented to conduct business at the Annual Meeting?

A:          The quorum requirement for holding the Annual Meeting and transacting business is that holders of a majority of shares of our Common Stock that are issued and outstanding and are entitled to vote must be present in person or represented by proxy.

Q:         What is the voting requirement to approve each of the proposals?

A:          The Company has established a majority-vote standard for the election of Directors. Accordingly, in order to be elected, each Director must receive at least a majority of the votes cast for him or her by holders of Common Stock entitled to vote at the Annual Meeting. There is no cumulative voting for Directors.

              The affirmative vote of a majority of the total number of votes cast by holders of Common Stock entitled to vote at the Annual Meeting will be necessary to:

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Approve the non-binding advisory "say-on-pay" vote approving executive compensation; and



•

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2011.

              The frequency of the advisory vote on executive compensation (namely, every one, two or three years) receiving the greatest number of votes will be considered the frequency recommended by shareholders.

              Under the terms of our Articles of Incorporation, the affirmative vote of eighty percent (80%) of the total number of shares outstanding on the Record Date will be necessary to approve the amendment to the Company's Articles of Incorporation to permit the holders of 30% of the outstanding shares of our Common Stock to call a special meeting of shareholders.

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              Although the advisory votes on executive compensation and the frequency of future voting on executive compensation are non-binding, our Board will review the results of the votes and, consistent with our philosophy of shareholder engagement, will take them into account in making a determination concerning executive compensation and the frequency of such advisory voting in the future.

Q:         How are votes counted?

A:          For the purpose of determining whether a quorum is present at the Annual Meeting, we will count shares of Common Stock represented in person or by properly executed proxy. We will treat shares which abstain from voting as to a particular matter and broker non-votes (defined below) as shares that are present at the Annual Meeting for purposes of determining whether a quorum exists, but we will not count them as votes cast on such matter.

              Accordingly, abstentions and broker non-votes will have no effect in determining whether Director nominees have received the requisite number of affirmative votes.

              Abstentions and broker non-votes will also have no effect on the voting with respect to the approval of the non-binding vote on executive compensation, the non-binding vote with respect to the frequency of future votes on executive compensation or the ratification of the appointment of KPMG LLP.

              Since 80% of the total number of outstanding shares (as opposed to votes cast) must be voted in favor of the amendment to the Articles of Incorporation to permit the holders of 30% of the outstanding shares of our Common Stock to call a special meeting of shareholders, an abstention or a broker non-vote has the effect of voting against this proposal.

              A "broker non-vote" occurs when a broker does not vote on a matter on the proxy card because the broker does not have discretionary voting power for that particular matter and has not received voting instructions from the beneficial owner.

Q:         What happens if I sign but do not give specific voting instructions on my proxy?

A:          If you hold shares in your own name and you submit a proxy without giving specific voting instructions, the proxy holders will vote your shares in the manner recommended by our Board on all matters presented in this Proxy Statement.

              If you hold shares through a broker, trustee or other nominee and do not provide your broker with specific voting instructions, under the rules that govern brokers in such circumstances, your broker will not have the authority to exercise discretion to vote your shares with respect to Proposal 1 (election of Directors), Proposal 2 ("say-on-pay"), Proposal 3 ("say-on-frequency" of voting) or Proposal 4 (the amendment of our Articles of Incorporation), but will have the authority to exercise discretion to vote your shares with respect to Proposal 5 (ratification of KPMG LLP).

Q:         What happens if a Director does not receive a majority of the votes cast for him or her?

A:          Under our By-Laws, if a Director does not receive the vote of at least the majority of the votes cast, that Director will promptly tender his or her resignation to the Board. Our Nominating and

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Governance Committee will then make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board is required to take action with respect to the resignation, and publicly disclose its rationale, within 90 days from the date of the certification of the election results. We provide additional details about our majority voting procedures under "Corporate Governance Principles and Board Matters" below.

Q:         What should I do if I receive more than one set of voting materials?

A:          There are circumstances under which you may receive more than one Notice of Internet Availability. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one Notice. Please vote each different proxy you receive, since each one represents different shares that you own.

Q:         Where can I find the voting results of the Annual Meeting?

A:          We intend to announce preliminary voting results at the Annual Meeting and then disclose the final results in a Form 8-K filing with the SEC within four business days after the date of the Annual Meeting.

Q:         What is the deadline to propose actions for consideration at next year's Annual Meeting of Shareholders or to nominate individuals to serve as Directors?

A:          Shareholder proposals, including nominations for individuals to serve as directors, intended to be presented at the 2012 Annual Meeting and included in Jones Lang LaSalle's Proxy Statement and form of proxy relating to that Annual Meeting pursuant to Rule 14a-8 under the Securities and Exchange Act of 1934 (the Exchange Act) must be received by Jones Lang LaSalle at our principal executive office by December 15, 2011. Our Bylaws require that proposals of shareholders made outside of Rule 14a-8 under the Exchange Act must be submitted not later than February 25, 2012 and not earlier than January 26, 2012.

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DIRECTORS AND CORPORATE OFFICERS

              We provide below biographical summaries for each of:

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Our eight current Non-Executive Directors;

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Our three current Directors who are also Corporate Officers; and

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Those additional Corporate Officers whom we designate as such for SEC reporting purposes under Section 16 of the Securities Exchange Act of 1934.

Director Qualifications

              In the case of each Director, we also provide below a separate Qualifications Statement indicating those specific qualifications, attributes and skills that support his or her membership on our Board of Directors.

Non-Executive Directors

             Hugo Bagué.    Mr. Bagué, 50, has been a Director of Jones Lang LaSalle since March 2011. He is a nominee standing for election to our Board at the 2011 Annual Meeting. Mr. Bagué is the Group Executive for Rio Tinto with overall responsibility for Human Resources, Health & Safety, Communities and Corporate Communications, a position he has held since August 2007. Headquartered in the United Kingdom, Rio Tinto is a leading international mining and metals group that employs 76,000 people worldwide in over forty countries. Mr. Bagué was previously the global vice president of Human Resources for the Technology Solutions Group of Hewlett Packard Corporation, based on Palo Alto, California. Prior to that he worked for Compaq Computer, Nortel Networks and Abbott Laboratories, based out of Switzerland, France and Germany. Mr. Bagué is a member of the Advisory Council of United Business Institutes in Brussels, Belgium. He received a degree in linguistics and post graduate qualifications in Human Resources and Marketing from the University of Ghent in Belgium.

Qualifications Statement:    As the chief human resources and safety officer for a complex global enterprise with a large number of employees, Mr. Bagué brings significant experience with employee relations, communications and compensation issues that are helpful to our Board's oversight of a global firm whose most important assets are our people. Additionally, from his other responsibilities at Rio Tinto, Mr. Bagué contributes to our Board perspectives on public relations and corporate social responsibility. His work for other multi-national companies provides insights into operating within different cultures, business environments and legal systems, particularly in Continental Europe and also within the technology and healthcare industries, both of which are important to our future growth strategy.

             Darryl Hartley-Leonard.    Mr. Hartley-Leonard, 65, has been a Director of Jones Lang LaSalle since July 1997. He is a nominee standing for election to our Board at the 2011 Annual Meeting. Mr. Hartley-Leonard was Chairman and Chief Executive Officer of PGI, Inc., an event and communication agency, from January 1998 until July 2005. He served as Chairman of the Board of Hyatt Hotels Corporation, an international owner and manager of hotels, from 1994 to 1996. From 1986 to 1994, he served as Chief Executive Officer and Chief Operating Officer of Hyatt. Mr. Hartley-Leonard retired from Hyatt in 1996 after 32 years of service. He also serves on the board of directors of LaSalle Hotel Properties, a real estate investment trust. Mr. Hartley-Leonard holds a B.A. from

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Blackpool Lancashire College of Lancaster University and an honorary doctorate of business administration from Johnson and Wales University.

Qualifications Statement:    Mr. Hartley-Leonard, whose distinguished operating career in the hotel industry culminated in his being the chief executive officer of one of the world's largest and most prominent hotel companies, provides our Board with international experience, operating experience in a business where commercial real estate is important, experience with corporate transactions and financings and experience in talent management and crisis management and communications. Additionally, his tenure at Hyatt and his directorship with a hotel REIT are useful complements to the Jones Lang LaSalle Hotels business, and his executive role with PGI contributes marketing and entrepreneurial experience.

             DeAnne Julius.    Dr. Julius, 62, has been a Director of Jones Lang LaSalle since November 2008. She is a nominee standing for election to our Board at the 2011 Annual Meeting. Dr. Julius has been the Chairman of the Royal Institute of International Affairs, also known as Chatham House, since 2003. Founded in 1920 and based in London, Chatham House is a world-leading source of independent analysis, informed debate and influential ideas on how to build a prosperous and secure world. From 1997 to 2001, Dr. Julius served as a founding member of the Monetary Policy Committee of the Bank of England. Prior to that, she held a number of positions in the private sector, including Chief Economist at each of British Airways PLC and Royal Dutch Shell PLC, and was Chairman of the British Airways Pension Investment Management. She has also served as a senior economic advisor at the World Bank and a consultant to the International Monetary Fund. Dr. Julius currently serves as a non-executive member of the board of directors at BP PLC, one of the world's largest energy companies, and at Roche Holding AG, the global healthcare and pharmaceutical firm. Dr. Julius has a B.S. in Economics from Iowa State University and a Ph.D. in Economics from the University of California.

Qualifications Statement:    Within the increasingly complex and inter-connected world in which Jones Lang LaSalle seeks to thrive, Dr. Julius contributes an important global perspective on economics and government policy that is informed by the depth of her experience as the senior-most economist at major corporations and her involvement with organizations that are at the core of global financial policy-making. Moreover, her other directorships provide her with governance and oversight experience at complex, global public companies and experience with energy, enterprise risk, environmental and healthcare/pharmaceutical issues that are also critical to growth businesses within Jones Lang LaSalle.

             Ming Lu.    Mr. Lu, 52, has been a Director of Jones Lang LaSalle since May 2009. He is a nominee standing for election to our Board at the 2011 Annual Meeting. Mr. Lu joined KKR Asia Limited in 2006 and since 2007 he has been a Partner with KKR & Co., L.P., a leading global alternative asset manager sponsoring and managing funds that make investments in private equity, fixed income and other assets in North America, Europe, Asia and the Middle East. In connection with his KKR position, Mr. Lu is a member of the board of directors of each of BIS Industrial Limited, a provider of logistics and materials handling services to the mining and metals industry in Australia, MMI Group, a precision engineering company based in Singapore that provides components to the hard disc, oil and gas and aerospace industries, and Unisteel Technology Limited, a Singapore-based provider of precision fastening, stamping, optics and surface treatment technologies. Prior to joining KKR, Mr. Lu was a Partner at CCMP Capital Asia Pte Ltd (formerly JP Morgan Partners Asia Pte Ltd), a leading private equity fund focusing on investments in Asia, from 1999 to 2006. Prior to that, he held senior positions at Lucas Varity, a leading global automotive component supplier,

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Kraft Foods International, Inc., and CITIC, the largest direct investment firm in China. Mr. Lu received a B.A. in economics from Wuhan University of Hydro-Electrical Engineering in China and an M.B.A. from the University of Leuven in Belgium.

Qualifications Statement:    Since Asia, and particularly China, is one of the most important regions for our future growth potential, Mr. Lu brings to the Board extensive knowledge about overseeing the development and operations of companies in that region. He has broad and deep experience in evaluating and integrating acquisitions, market dynamics and structuring compensation to motivate executive behavior that is aligned with our shareholders' interests. As a partner with one of the world's most prominent private equity firms, Mr. Lu also contributes a general expertise in investment evaluation and management, enhancement of balance sheet and financial strength, entrepreneurialism, the management of credit and credit agreements and the management of banking and investment banking relationships.

             Martin H. Nesbitt.    Mr. Nesbitt, 48, has been a Director of Jones Lang LaSalle since March 2011. He is a nominee standing for election to our Board at the 2011 Annual Meeting. Mr. Nesbitt currently serves as President and CEO of PRG Parking Management (known as The Parking Spot), a Chicago-based owner and operator of off-airport parking facilities which he conceived and co-founded in August 2004. Prior to launching The Parking Spot, he was an officer of the Pritzker Realty Group, L.P., the real estate group for Pritzker family interests. Before that, Mr. Nesbitt was a Vice President and Investment Manager at LaSalle Partners, one of the predecessor corporations to Jones Lang LaSalle. Mr. Nesbitt is a Trustee of Chicago's Museum of Contemporary Art and a member of The University of Chicago Laboratory School Board. He is also the Treasurer for Organizing for America, the successor organization to Obama for America, a project of the Democratic National Committee. Mr. Nesbitt is the former Chairman of the Board of the Chicago Housing Authority and a former member of Chicago 2016, the board that led Chicago's pursuit of the 2016 Olympics. He has previously been a member of the board of directors of the Pebblebrook Hotel Trust, a real estate investment trust. Mr. Nesbitt has an M.B.A. from the University of Chicago and a Bachelors degree and an honorary doctorate degree from Albion College, Albion, Michigan.

Qualifications Statement:    An alumnus of our investment management business from early in his career who has continued to be involved in the development and management of different types of real estate, Mr. Nesbitt brings significant experience to the Board that is central to the core of the Company's mission and business. His most recent experience as the co-founder and chief executive officer of an entrepreneurial real estate venture will help inform our Board's oversight of the Company's strategic development and marketing efforts, as well as the execution of its business plans. Mr. Nesbitt's involvement in the pursuit of Chicago's Olympics bid for 2016 will be useful to our firm's continuing involvement in the planning, development and management of venues for the Olympics and other world-class sporting events. Additionally, his urban, cultural and community activities will enrich the Board's oversight of the Company's corporate social responsibility initiatives.

             Sheila A. Penrose.    Ms. Penrose, 65, has been a Director of Jones Lang LaSalle since May 2002 and has been the Chairman of the Board since January 1, 2005. She is a nominee standing for election to our Board at the 2011 Annual Meeting. Ms. Penrose served as an Executive Advisor to The Boston Consulting Group from January 2001 to December 2007. In September 2000, Ms. Penrose retired from Northern Trust Corporation, a bank holding company and a global provider of personal and institutional financial services, after more than 23 years of service. While at Northern Trust, Ms. Penrose served as President of Corporate and Institutional Services and as a member of the

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Management Committee. Ms. Penrose is a member of the board of directors of McDonald's Corporation, the world's leading foodservice retailer, and Datacard Group, a supplier of systems for card programs and identity solutions. Ms. Penrose previously served on the board of directors of eFunds Corporation, a provider of integrated information and payment solutions. Ms. Penrose received a Bachelors degree from the University of Birmingham in England and a Masters degree from the London School of Economics. She also attended the Executive Program of the Stanford Graduate School of Business. In 2010, Ms. Penrose was inducted into the Chicago Business Hall of Fame.

Qualifications Statement:    Ms. Penrose, whose career at a significant banking organization culminated in her running its corporate business and serving as a member of its management committee, provides our Board with a depth of experience in client relationship management, all aspects of corporate finance and banking relationships, enterprise risk management, executive compensation and international business transactions. Her experience with a management consulting firm enhances our Board's oversight of strategic development activities. Her service on the board of directors of a major foodservice retailer enhances her contribution to our Board's consideration of governance issues and the functioning of our Nominating and Governance Committee, which she chairs, and sophistication about branding and marketing matters. Ms. Penrose's role as the firm's non-executive chairman also gives her additional knowledge about our firm's services and staff which is useful to our Board's deliberations. Additionally, Ms. Penrose has been a vocal proponent of the benefits to corporations of diversity and community involvement, which has helped our Board discuss and promote those issues with our senior management.

             David B. Rickard.    Mr. Rickard, 64, has been a Director of Jones Lang LaSalle since July 2007. He is a nominee standing for election to our Board at the 2011 Annual Meeting. In December 2009, Mr. Rickard retired from his position as the Executive Vice President, Chief Financial Officer and Chief Administrative Officer of CVS Caremark Corporation, the leading provider of prescriptions and related healthcare services in the United States and the operator of over 6,000 CVS pharmacy stores. Prior to joining CVS Caremark in 1999, Mr. Rickard had been the Senior Vice President and Chief Financial Officer for RJR Nabisco Holdings Corporation. He is currently a member of the Board of Directors, and Chairman of the Audit Committee, of each of Harris Corporation, an international communications and information technology company, and Dollar General Corporation, one of America's largest retailers with over 8,400 stores. Mr. Rickard has a B.A. from Cornell University and an M.B.A. from Harvard Business School.

Qualifications Statement:    Mr. Rickard's recent service as the Chief Financial Officer and the Chief Administrative Officer of a major U.S. retailer, and prior to that his services as the Chief Financial Officer of a major consumer products company, add important experience, including from an international perspective, to our Board in terms of corporate finance, banking relationships, operations, complex technology and other systems, acquisition evaluation and integration, enterprise risk management and investor relations. His management of complex financial and accounting functions and his experience as the chairman of the audit committee of two other NYSE-traded public companies contributes perspectives on the proper functioning of audit committees, general corporate governance and Sarbanes-Oxley matters that are useful additions to our Board overall and to our Audit Committee, which he chairs.

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             Thomas C. Theobald.    Mr. Theobald, 73, has been a Director of Jones Lang LaSalle since July 1997. He is a nominee standing for election to our Board at the 2011 Annual Meeting. Mr. Theobald has served as a Partner and Senior Advisor of Chicago Growth Partners LLC, a private equity firm, since September 2004. He previously served as a Managing Director at William Blair Capital Partners from September 1994 to September 2004. From July 1987 to August 1994, Mr. Theobald was Chairman and Chief Executive Officer of Continental Bank Corporation. He currently serves on the boards of directors of Ambac Financial Group, Inc., a guarantor of public finance and structured finance obligations, and Ventas Inc., a health-care real estate investment trust. Ambac Financial Group, Inc. filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in November 2010 and has subsequently continued to operate in the ordinary course of business as a "debtor in possession." Mr. Theobald previously served as Chairman of the board of directors of Columbia Funds, a mutual fund complex, and was also previously on the board of directors of Anixter International, a supplier of electrical apparatus and equipment. Mr. Theobald holds an A.B. from the College of the Holy Cross and an M.B.A. from Harvard Business School.

Qualifications Statement:    As the result of his having served as the chief executive officer of Continental Bank (and before that having risen to the position of Vice Chairman of Citibank), Mr. Theobald gained deep experience running major global financial institutions with international operations, including with respect to talent management and structuring executive compensation, all of which are useful additions to the overall skill-set of our Board and our Compensation Committee, which he chairs. His tenure at an investment bank and a private equity firm adds investment management and analysis experience, which is useful to our Board's oversight of our LaSalle Investment Management business as well as to its review of potential acquisitions generally. Mr. Theobald's service on the boards of directors of major financial and real estate organizations provides broad-ranging governance perspectives.

Directors Who Are Also Corporate Officers

             Colin Dyer.    Mr. Dyer, 58, has been the President and Chief Executive Officer, and a Director, of Jones Lang LaSalle since August 2004. He is a nominee standing for election to our Board at the 2011 Annual Meeting. Mr. Dyer is currently the Chairman of our Global Executive Committee. From September 2000 to August 2004, he was the founding Chief Executive Officer of the WorldWide Retail Exchange, an Internet-based business-to-business exchange whose members include more than 40 of the world's leading retailers and manufacturers. From 1996 until September 2000, Mr. Dyer was Chief Executive Officer of Courtaulds Textiles plc, an international clothing and fabric company, having served in various management positions with that firm since 1982. From 1978 until 1982, he was a client manager at McKinsey & Company, an international consulting firm. He also previously served on the board of directors, and was the chairman of the audit committee, of Northern Foods plc, a major food supplier to the British retail sector. Mr. Dyer holds a BSc degree from Imperial College in London and an M.B.A. from INSEAD in Fontainebleau, France.

Qualifications Statement:    Mr. Dyer's service as the chief executive officer for both a major international retailer and an entrepreneurial Internet-based business give a wide-ranging perspective on all aspects of management, including operations, enterprise risk management, client relationship management, the use of technology, corporate finance, talent management, marketing and compensation structuring, all of which are important components of our Board's oversight. Mr. Dyer also has broad international and cultural experience which is critical to the proper functioning of a global firm like ours. His management consulting background and engineering discipline are useful in overseeing the development and

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implementation of corporate strategies. His previous service on the board of another public company, and his chairmanship of its audit committee, provide additional grounding to our Board in governance and the oversight of a complex business organization.

             Lauralee E. Martin.    Ms. Martin, 60, is Executive Vice President and Chief Operating and Financial Officer of Jones Lang LaSalle. She has been our Chief Financial Officer since joining the Company in January 2002, and she was appointed to the additional position of Chief Operating Officer in January 2005. She has been a member of our Board of Directors since October 2005. She is a nominee standing for election to our Board at the 2011 Annual Meeting. Ms. Martin is currently a member of our Global Executive Committee and chairs our Global Operating Committee. She served as Executive Vice President and Chief Financial Officer of Heller Financial, Inc., a commercial finance company, from May 1996 to November 2001. Ms. Martin had previously held the positions of Senior Group President, responsible for Heller Financial's Real Estate, Equipment Financing and Small Business Lending groups, and President of its Real Estate group. She was a member of the board of directors of Heller Financial from May 1991 to July 1998. Ms. Martin is a member of the board of directors of each of Kaiser Aluminum, a leading producer of specialty aluminum products for aerospace and high-strength, general engineering, and custom automotive and industrial applications, and HCP, Inc., a real estate investment trust focusing on properties serving the healthcare industry. She has previously been a member of the board of directors of each of KeyCorp, a bank holding company, and Gables Residential Trust, a real estate investment trust. Prior to joining Heller Financial in 1986, Ms. Martin held certain senior management positions with General Electric Credit Corporation. She received a B.A. from Oregon State University and an M.B.A. from the University of Connecticut.

Qualifications Statement:    Having served as both the chief financial officer and the head of the real estate lending group at Heller Financial, a commercial finance company with international operations, as well as having now been the chief operating and financial officer for Jones Lang LaSalle for nine years, Ms. Martin brings to the Board significant experience in real estate operations and all aspects of corporate financial and operational matters, including the oversight of complex financial, accounting and corporate infrastructure functions. Her service as a member of boards of directors of two real estate investment trusts and a major bank holding company have reinforced those qualifications and also have deepened her expertise in corporate governance and Sarbanes-Oxley matters. Ms. Martin also has a deep foundation in evaluating acquisition opportunities, managing banking relationships and investor relations. As the liaison to the Board for our Energy and Sustainability Services business, she contributes to the Board valuable perspectives that assist in the oversight of the Company's corporate social responsibility efforts.

             Roger T. Staubach.    Mr. Staubach, 69, has been the Executive Chairman, Americas, and a Director, of Jones Lang LaSalle since July 2008. He is a nominee standing for election to our Board at the 2011 Annual Meeting. Mr. Staubach founded The Staubach Company in 1977 and served as its Chairman and Chief Executive Officer until June 2007, when he became its Executive Chairman. The Staubach Company merged with Jones Lang LaSalle in July 2008. A 1965 graduate of the United States Naval Academy with a B.S. degree in Engineering, Mr. Staubach served for four years as a Navy officer. He then joined the Dallas Cowboys professional football team, from which he retired in March 1980. Mr. Staubach is a member of the board of directors of AMR Corporation, the parent company of American Airlines, and Cinemark Holdings, Inc., the third largest movie exhibitor in the United States, and was also the Chairman of the Host Committee for Super Bowl XLV, which was held in North Texas earlier in 2011. He has received numerous honors for his leadership in business,

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civic, philanthropic and athletic activities, including the 2006 Congressional Medal of Honor "Patriot Award" and the 2007 Horatio Alger Award. He has also been inducted into the Texas Business Hall of Fame and named a "Distinguished Graduate" by the United States Naval Academy.

Qualifications Statement:    As the founder of The Staubach Company, which grew to become the premier tenant representation firm in the United States, Mr. Staubach brings significant experience with a service line that is important to Jones Lang LaSalle's business globally. His long tenure as a chief executive officer, coupled with his experience as a Navy officer and then the quarterback for a highly successful professional football team, provide leadership qualities and perspectives on the importance of corporate ethics and integrity that are valuable to our Board's oversight of the firm. His years of building a significant real estate business add entrepreneurial and marketing expertise that are important to the oversight of our firm's growth and its ability to innovate and serve clients within the real estate industry. Moreover, Mr. Staubach's service as a member of the board of directors of two other major public companies contributes a perspective on best practices in public company governance and oversight. His significant philanthropic and community service efforts have helped inform the Board's support of the firm's corporate social responsibility and diversity initiatives.

Additional Corporate Officers
(In addition to Colin Dyer and Lauralee E. Martin, the following individuals have been
designated as Officers for purposes of reporting under Section 16 of the
Securities Exchange Act of 1934)

             Charles J. Doyle.    Dr. Doyle, 51, has been the Chief Marketing and Communications Officer of the Company since September 2007. From January 2005 until he joined Jones Lang LaSalle, he was the Global Head of Business Development and Marketing with Clifford Chance, an international law firm. From February 1997 to January 2005, he held a range of senior marketing and communications positions, the last of which was as the global marketing and communications director for the largest business division of Accenture, a business consulting, technology and outsourcing firm. He also previously held senior marketing and business development positions with British Telecom, a telecommunications firm, Fujitsu, a technology and information firm, and the UK's nuclear research agency (UKAEA). Dr. Doyle graduated from Glasgow University, where he also received a master's degree in History and English, and he has a doctorate in Modern History from Oxford University.

             Mark K. Engel.    Mr. Engel, 38, has been the Global Controller of Jones Lang LaSalle since August 2008. From April 2007 to August 2008, he served as our Assistant Global Controller and from November 2004 through March 2007 he was our Director of External Financial Reporting. Prior to that, Mr. Engel served as Controller of the Principal Investments Management business of JPMorgan Chase & Co., Vice President of Accounting Policy at Bank One Corporation and also held various positions within the audit practice of Deloitte & Touche. Mr. Engel received a B.B.A. in Accountancy from the University of Notre Dame.

             Alastair Hughes.    Mr. Hughes, 45, has been Chief Executive Officer for our Asia Pacific operating segment since January 2009. He is a member of our Global Executive Committee. He was previously the Chief Executive Officer for our Europe, Middle East and Africa operating segment since November 2005. From 2000 to 2005, Mr. Hughes was the Managing Director of our English business. He joined Jones Lang Wootton, one of the predecessor entities to Jones Lang LaSalle, in September 1988 and held positions of increasing responsibilities within our Management Services, Fund Management and Capital Markets businesses. Mr. Hughes graduated in Economics from Heriot

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Watt University in Edinburgh and has a Diploma in Land Economy from Aberdeen University. He is also a member of the Royal Institute of Chartered Surveyors.

             Jeff A. Jacobson.    Mr. Jacobson, 49, has been Chief Executive Officer of LaSalle Investment Management, Jones Lang LaSalle's investment management business, since January 2007. He is a member of our Global Executive Committee. From 2000 through 2006, he was Regional Chief Executive Officer of LaSalle Investment Management's European operations. From 1998 to 2000, Mr. Jacobson was a Managing Director of Security Capital Group Incorporated. During the period between 1986 and 1998, he served in positions of increasing responsibilities with LaSalle Partners, one of the predecessor corporations to Jones Lang LaSalle. Mr. Jacobson graduated from Stanford University, where he received an A.B. in Economics and an A.M. from Stanford's Food Research Institute.

             Mark J. Ohringer.    Mr. Ohringer, 52, has been Executive Vice President, Global General Counsel and Corporate Secretary of Jones Lang LaSalle since April 2003. From April 2002 through March 2003, he served as Senior Vice President, General Counsel and Secretary of Kemper Insurance Group, Inc., an insurance holding company. Prior to that, Mr. Ohringer served as General Counsel and Secretary of Heller Financial, Inc., a commercial finance company, since September 2000. He previously served as Chief Corporate Counsel and Deputy General Counsel of Heller Financial from March 1999 to September 2000, Associate General Counsel from March 1996 to March 1999, and Senior Counsel from December 1993 to February 1996. Prior to joining Heller Financial, Mr. Ohringer was a Partner at the law firm of Winston & Strawn. Mr. Ohringer has a B.A. in Economics from Yale University and a J.D. from Stanford Law School.

             Nazneen Razi.    Dr. Razi, 58, has been Executive Vice President and Chief Human Resources Officer of the Company since February 2004. From November 2000 to January 2004, Dr. Razi was Executive Vice President, Chief Administrative Officer of Comdisco, a provider of technology services, where she had responsibility for human resources worldwide. Comdisco filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in July 2001 and emerged from bankruptcy under a confirmed plan of reorganization in August 2002. Prior to Comdisco, Dr. Razi held various positions within CNA Insurance Companies, including senior vice president and senior human resources officer for CNA Risk Management. Dr. Razi holds bachelor degrees in political science, history and English literature from St. Francis College, India, a masters degree in English literature from Osmania University, India, and an M.B.A. in operational management and organizational behavior and a Ph.D. in Organizational Development from Benedictine University, Illinois.

             Peter C. Roberts.    Mr. Roberts, 50, has been the Chief Executive Officer of our Americas operating segment since January 2003. He served as a member of the Jones Lang LaSalle Board of Directors from December 2001 until May 2004. Mr. Roberts is a member of our Global Executive Committee. He was the Chief Operating Officer of Jones Lang LaSalle from January 2002 through December 2002 and he served as Chief Financial Officer from January 2001 through December 2001. Prior to that he served as Managing Director of Jones Lang LaSalle's Tenant Representation Group in North America since December 1996 and then in March 1999 also became that group's Co-President. Mr. Roberts joined our Tenant Representation Group in June 1993 as Vice President and thereafter held the positions of Senior Vice President, Executive Vice President and then Managing Director. He joined Jones Lang LaSalle in 1986. Prior to that, Mr. Roberts worked within the Aerospace and Defense Contractor Group at Morgan Guaranty Trust Company of New York. Mr. Roberts is a member of the board of directors of Corus Bankshares, Inc., whose wholly-owned subsidiary, Corus

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Bank, N.A., was closed by the Office of the Comptroller of the Currency in September 2009 and placed into receivership with the Federal Deposit Insurance Corporation. Mr. Roberts received an A.B. degree from Dartmouth College and an M.B.A. from Harvard Business School.

             Christian Ulbrich.    Mr. Ulbrich, 44, has been the Chief Executive Officer for our Europe, Middle East and Africa operating segment since January 2009. He is a member of our Global Executive Committee. From April 2005 through December 2008, he was the Managing Director of Jones Lang LaSalle's German business and member of the Board for our EMEA region. Prior to that, Mr. Ulbrich was the Chief Executive Officer of the HIH group of companies headquartered in Hamburg, Germany and part of M.M. Warburg Bank. For the ten years prior to that, he held various positions within German and international banks. Mr. Ulbrich has a Diplom Kaufmann degree in Business Administration from the University of Hamburg.

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

              Our policies and practices reflect corporate governance initiatives that we believe comply with:

•

The listing requirements of the New York Stock Exchange (NYSE), on which our Common Stock is traded;

•

The corporate governance requirements of the Sarbanes-Oxley Act of 2002 as currently in effect;

•

SEC regulations; and

•

The General Corporation Law of the State of Maryland, where Jones Lang LaSalle is incorporated.

              We maintain a corporate governance section on our public website, www.joneslanglasalle.com, which includes key information about the corporate governance initiatives that are set forth in our:

•

By-Laws;

•

Corporate Governance Guidelines;

•

Charters for each of the three standing Committees of our Board of Directors described below;

•

Statement of Qualifications of Members of the Board of Directors; and

•

Code of Business Ethics.

              We will make any of this information available in print to any shareholder who requests it in writing from our Corporate Secretary at the address of our principal executive office set forth above.

              The Board of Directors regularly reviews corporate governance developments and modifies our By-Laws, Guidelines and Committee Charters accordingly. Our Code of Business Ethics applies to all employees of the Company, including all of our executive officers, as well as to the members of our Board of Directors.

              Jones Lang LaSalle is committed to the values of effective corporate governance and the highest ethical standards. We believe that these values will promote the best long-term performance of the Company for the benefit of our shareholders, clients, staff and other constituencies. To this end, over the past years we have adopted the following significant corporate governance policies and practices, which we then discuss in more detail below:

•

Annual elections of all Directors;

•

Majority voting in Director elections;

•

Separation of Chairman and CEO roles, with the Chairman serving as Lead Independent Director;

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•

Required approval by the Nominating and Governance Committee of any related-party transactions;

•

Executive session among the Non-Executive Directors at each in-person meeting;

•

Director orientation and continuing education program; and

•

Annual self-assessment by the Board and annual assessment of the Board by senior management.

              If approved at this year's Annual Meeting, we will also amend our charter to provide that shareholders owning 30% of the outstanding shares of our Common Stock would be able call a special meeting of shareholders.

Information about the Board of Directors and Corporate Governance

              The Board, whose members our shareholders elect annually, is the ultimate decision-making body of the Company except with respect to those matters reserved to the shareholders either by applicable law, our Articles of Incorporation or our By-Laws. The Board elects the Chairman of the Board, the Chief Executive Officer and certain other members of the senior management team. Senior management is responsible for conducting the Company's business under the oversight of the Board to enhance the long-term value of the Company for the benefit of its shareholders. The Board acts as an advisor and counselor to the Company's senior management and monitors its performance.

Director Independence

              A majority of our Board consists of independent Directors. All of the members of the Audit, Compensation and Nominating and Governance Committees of our Board are independent Directors. For a Director to be considered independent, the Board must determine that the Director does not have any direct or indirect material relationship with the Company. The Board observes all criteria for independence and experience established by the NYSE (including Rule 303A in its Listed Company Manual) and by other governing laws and regulations.

              The Board has determined that Hugo Bagué, Darryl Hartley-Leonard, DeAnne Julius, Ming Lu, Martin H. Nesbitt, Sheila A. Penrose, David B. Rickard and Thomas C. Theobald, all of whom are current members of our Board, are independent according to the criteria we describe above. These are the Directors we describe in this Proxy Statement as being Non-Executive Directors (meaning Directors we do not otherwise employ as Corporate Officers).

Review of Relationships and Related Transactions

              The Board regularly reviews any relationships that a Director may have with the Company (other than solely in his or her role as a member of the Board), including how any such relationships may impact his or her independence in the case of Non-Executive Directors.

              After a review of the written responses from our Directors to inquiries from the Company, and based on the Company's records, the only such relationships of which we are aware with respect to the nominees for election at the 2011 Annual Meeting are the two matters we specifically disclose below under "Certain Relationships and Related Transactions" with respect to (1) Mr. Theobald, a

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Non-Executive Director, and (2) Mr. Staubach, a member of Company management who is therefore not an independent Director.

              With respect to Mr. Theobald, the relationship involves his investment in a vehicle that provides co-investment capital to certain funds sponsored by our LaSalle Investment Management subsidiary. Mr. Theobald made his investment on the same terms and conditions available to other similarly situated investors. Moreover, the investment does not involve an amount of money that is material from a financial standpoint either to Mr. Theobald individually or to the Company. Therefore, the Board believes that the relationship does not constitute a material relationship with the Company that detracts from Mr. Theobald's independence.

Non-Executive Chairman of the Board; Lead Independent Director

              Since January 1, 2005, Sheila A. Penrose, a Non-Executive Director, has held the role of the Chairman of the Board. The Board has determined that Ms. Penrose will also serve as the Lead Independent Director of the Board for purposes of the NYSE's corporate governance rules.

              In her role as Chairman of the Board, Ms. Penrose's duties include the following:

•

Chair Board meetings and encourage constructive engagement and open communications;

•

Preside over regularly scheduled executive sessions of our Non-Executive Directors;

•

Coordinate the activities of, and facilitate communications among, our Non-Executive Directors;

•

Chair our annual shareholders' meetings;

•

Establish each Board meeting agenda, consulting with the Chief Executive Officer and General Counsel, and ensure that the agenda and materials are complete, timely and address the key priorities of the Company and its Board;

•

Represent the Company with clients and shareholders as required;

•

Act as a mentor and confidant to the Chief Executive Officer in support of his successful performance, attend internal Company meetings as required and encourage direct communications between the Chief Executive Officer and individual members of the Board; and

•

Maintain regular and open dialogue with Board members between meetings.

              The Board considers the election of a Chairman annually, immediately following each Annual Meeting of Shareholders. In May 2010 the Board extended the term of Ms. Penrose's appointment to the date of the 2011 Annual Meeting of Shareholders, at which time the Board will re-evaluate whether to further extend her appointment.

              The Board has determined that each person who serves as Chairman of the Board from time to time, if that person is independent, will automatically also serve as a member of each of the Board's Committees, although not necessarily as its Chairman.

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              Our leadership structure separates our Chief Executive Officer and Chairman of the Board positions and makes the latter our Lead Independent Director. We believe this approach, which corporate governance experts generally view as the best practice, is useful and appropriate for a complex and global organization such as ours.

Director Orientation and Continuing Education

              We provide Directors who join our Board with an initial orientation about the Company, including our business operations, strategy, policies and governance. We then provide all of our Directors with resources and on-going education opportunities to assist them in staying current about developments in corporate governance and critical issues relating to the operation of public company boards and their committees. Our Board also visits Company offices in different cities as part of its regularly scheduled Board meetings, and typically this includes sessions with management, staff and clients.

Annual Board Self-Assessments and Senior Management Assessments

              Our Board annually conducts a self-evaluation (with anonymous responses permitted) to determine whether it and its Committees are functioning effectively and how they might enhance their effectiveness. Additionally, our Board solicits input (also on an anonymous basis) from the members of senior management who regularly interact with the Board in order to determine management's view about how effectively the Board interacts with the Company and oversees its strategies and execution. The Board members review and discuss the responses to both of these surveys.

The Board and Board Committees

Board Composition

              Our Board currently consists of eleven members. The following nine members served for all of 2010 and through the date of this Proxy Statement:

Colin Dyer
Darryl Hartley-Leonard
DeAnne Julius
Ming Lu
Lauralee E. Martin
Sheila A. Penrose
David B. Rickard
Roger T. Staubach
Thomas C. Theobald

              Effective March 1, 2011, our Board increased the size of the Board to eleven and appointed the following two new members:

Hugo Bagué
Martin H. Nesbitt

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Board Meetings During 2010

              The full Board of Directors held four in-person meetings and five telephonic meetings during 2010. Each Director who held such position during 2010 attended, in aggregate, at least 75% of all meetings (including teleconferences) of the Board and of any Committee on which such Director served. Our Non-Executive Directors meet in executive session without management participation during every in-person Board meeting.

Standing Board Committees

              Our Board of Directors has a standing Audit Committee, Compensation Committee and Nominating and Governance Committee. The following table identifies:

1.

The current members of each of the Committees, all of whom are independent Non-Executive Directors;



2.

The Director who currently serves as the Chairman of each Committee; and



3.

The number of meetings each Committee held during 2010.

Current Committee Membership and Number of Meetings During 2010

              In order to get the benefit of their additional perspectives, we invite Non-Executive Directors who are not members of a given Committee to attend all meetings of each Committee. We also provide them access to all Committee materials for their information.

The Audit Committee

              Messrs. Rickard (Chairman) and Hartley-Leonard and Mmes. Julius and Penrose served as members of our Audit Committee during the entire year of 2010. Mr. Nesbitt has served as a member of the Committee since March 1, 2011.

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              Under the terms of its Charter, the Audit Committee acts on behalf of the Board to monitor (1) the integrity of the Company's financial statements, (2) the qualifications and independence of the Company's independent registered public accounting firm, (3) the performance of the Company's internal audit function and of its independent registered public accounting firm and (4) compliance by the Company with certain legal and regulatory requirements. In fulfilling its responsibilities, the Audit Committee has the full authority of the Board to, among other things:

•

Appoint or replace the independent registered public accounting firm, which reports directly to the Audit Committee;

•

Appoint or replace the Company's senior internal auditing executive, who reports directly to the Audit Committee;

•

Review with management and the independent registered public accounting firm the Company's quarterly financial statements, including disclosures made in management's discussion and analysis, prior to the filing of the Company's Quarterly Reports on Form 10-Q;

•

Review with management and the independent registered public accounting firm the Company's annual audited financial statements, including disclosures made in management's discussion and analysis, prior to the filing of the Company's Annual Report on Form 10-K;

•

Discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies;

•

Discuss with management and the independent registered public accounting firm the Company's internal controls, disclosure controls and procedures and any major issues as to the adequacy of those controls and procedures and any special steps adopted in light of any material control deficiencies;

•

Establish procedures for the treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and

•

Discuss with management and advise the Board with respect to the Company's policies and procedures regarding compliance with related laws and regulations and the Company's Code of Business Ethics.

              See also the report of the Audit Committee set forth in the section headed "Audit Committee Report."

              Our Board has determined that each of the members of our Audit Committee is "financially literate" and that at least one of the members has "accounting or related financial management expertise," in each case as required by the NYSE. Our Board has also determined that at least one of the members of the Committee, Mr. Rickard, its Chairman, qualifies as an "audit committee financial expert" for purposes of the applicable SEC rule.

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The Compensation Committee

              Messrs. Theobald (Chairman) and Lu and Mmes. Julius and Penrose served as members of the Compensation Committee during the entire year of 2010. Mr. Bagué has served as a member of the Committee since March 1, 2011.

              Under the terms of its Charter, the Compensation Committee acts on behalf of the Board to formulate, evaluate and approve the compensation of the Company's executive officers and to oversee all compensation programs involving the use of the Company's Common Stock. In fulfilling its responsibilities, the Compensation Committee has the full authority of the Board to, among other things:

•

Annually review and approve corporate objectives relevant to the compensation of the Company's Chief Executive Officer, evaluate the Chief Executive Officer's performance in light of those goals and objectives and determine and certify his or her compensation levels based on such evaluation;

•

Annually review and approve the corporate objectives of the other executive officers of the Company who serve on its Global Executive Committee, which is the most senior internal management committee consisting of our Chief Executive Officer, Chief Operating and Financial Officer and the leaders of our four principal business segments, certify performance against those goals and approve the compensation of such other executive officers;

•

Review and approve any employment contracts, deferred compensation plans, severance arrangements and other agreements (including any change in control provisions that are included) for the executive officers of the Company who serve on its Global Executive Committee and the overall programs under which any such arrangements may be offered to other employees of the Company; and

•

Effectively align compensation opportunities with prudent risk taking and, where required, submit equity and other compensation matters to the Company's shareholders for their approval.

              See also the report of the Compensation Committee set forth in the section headed "Compensation Committee Report."

             Compensation Committee Interlocks and Insider Participation.    There are no Compensation Committee interlocks or insider participation on the Compensation Committee. Certain executive officers attend meetings of the Compensation Committee in order to present information and answer questions of the members of the Compensation Committee.

The Nominating and Governance Committee

              Mmes. Penrose (Chairman) and Julius and Messrs. Hartley-Leonard, Lu, Rickard and Theobald served as members of the Nominating and Governance Committee during the entire year of 2010. Messrs. Bagué and Nesbitt have served as members of the Committee since March 1, 2011.

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              Under the terms of its Charter, the Nominating and Governance Committee acts on behalf of the Board to (1) identify and recommend to the Board qualified candidates for Director nominees for each Annual Meeting of Shareholders and to fill vacancies on the Board occurring between such Annual Meetings, (2) recommend to the Board nominees for Directors to serve on each Committee of the Board, (3) develop and recommend to the Board the Corporate Governance Guidelines and (4) lead the Board in its annual review of the Board's performance. In fulfilling its duties, the Nominating and Governance Committee has the full authority of the Board to, among other things:

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Adopt and periodically review the criteria for the selection of Directors and members of Board Committees and, when necessary, conduct searches for and otherwise assist in attracting highly qualified candidates to serve on the Board, including candidates recommended by shareholders;

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Review the qualifications of new candidates for Board membership and the performance of incumbent Directors;

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Periodically review the compensation paid to Non-Executive Directors for their services as members of the Board and its Committees and make recommendations to the Board for any appropriate adjustments;

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Periodically review and bring to the attention of the Board current and emerging trends in corporate governance issues and how they may affect the business operations of the Company;

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Periodically review the structure, size, composition and operation of the Board and each Committee of the Board and recommend Committee assignments to the Board, including rotation, re-assignment or removal of any Committee member; and

•

Oversee and periodically review the orientation program for new Directors and continuing education programs for existing Directors.

The Board's Role in Enterprise Risk Oversight

              The Board and its Committees take active roles in overseeing management's identification and mitigation of the Company's enterprise risks. The Audit Committee focuses on the process by which management continuously identifies its enterprise risks and monitors the mitigation efforts that have been established. The Board focuses on substantive aspects of management's evaluation of the Company's enterprise risks and the efforts it is taking to avoid and mitigate them. Each of the Compensation Committee and the Nominating and Governance Committee also monitors and discusses with management those risks that are inherent in the matters that are within each such Committee's purview.

              As a standing agenda item for its quarterly meetings, the Audit Committee discusses with management the process that has been followed in order to establish an enterprise risk management report. This report reflects (1) the then current most significant enterprise risks that management believes the Company is facing, (2) the efforts management is taking to avoid or mitigate the identified risks and (3) how the Company's internal audit function proposes to align its activities with the identified risks. The management representatives who regularly attend the Audit Committee meetings and participate in the preparation of the report and the discussion include our (1) Chief

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Operating and Financial Officer, who chairs our Global Operating Committee, which is the internal management committee that is responsible for overseeing our enterprise risk management process, (2) General Counsel and (3) Director of Internal Audit. At the meetings, the Director of Internal Audit reviews with the Committee how the report has informed the decisions about what aspects of the Company that Internal Audit will review as part of its regular audit procedures, as well as how various programmatic activities by Internal Audit have been influenced by the conclusions drawn in the report.

              The enterprise risk management report is provided to the full Board as a regular part of the materials for its quarterly meetings. At those meetings, the Board asks questions of management about the conclusions drawn in the enterprise risk management report and makes substantive comments and suggestions. Additionally, during the course of each year, the Audit Committee (or sometimes the full Board) meets directly on one or multiple occasions with the senior-most leaders of our critical corporate functions, including Finance, Accounting, Information Technology, Human Resources, Tax, Legal and Compliance, and Insurance, to consider, among other topics, the enterprise risks those internal organizations face and how they are managing and addressing them. At each Board meeting, the Chairman of our Audit Committee reports to the full Board on the activities of the Audit Committee, including with respect to its oversight of the enterprise risk management process.

              As a regular part of its establishment of executive compensation, the Compensation Committee considers how the structuring of our compensation programs will affect risk-taking and the extent to which they will drive alignment with the long-term success of the enterprise and the interests of our shareholders. The Compensation Committee comments on this aspect of our compensation program in the "Compensation Discussion and Analysis" that is a part of this Proxy Statement.

              In the normal course of its activities, our Nominating and Governance Committee reviews emerging best practices in corporate governance and stays abreast of changes in laws and regulations that affect the way we conduct our corporate governance, which represents another important aspect of overall enterprise risk management.

              Moreover, as part of its consideration of our Annual Report to Shareholders, our Board reviews and comments on our Risk Factors section, which is another way in which it participates in the consideration of the significant enterprise risks the Company faces and how the Company attempts to manage them in an appropriate way.

Nominations Process for Directors

Identifying and Evaluating Nominees for Directors

              The Nominating and Governance Committee employs a variety of methods to identify and evaluate nominees for Director. The Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the Committee would consider various potential candidates for Director. Candidates may come to the attention of the Committee through then current Board members, Company executives, shareholders, professional search firms or other persons. The Committee would evaluate candidates at regular or special meetings and may consider candidates at any point during the year depending upon the circumstances. As described below, the Committee would consider properly submitted shareholder nominations of candidates for election to the Board at

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an Annual Meeting. Following verification of the shareholder status of the persons proposing candidates, the Committee would aggregate and consider recommendations at a regularly scheduled meeting, which would generally be the first or second meeting prior to the issuance of a proxy statement for the subsequent Annual Meeting. If a shareholder provides any materials in connection with the nomination of a Director candidate, the materials would be forwarded to the Committee. The Committee would also review materials that professional search firms or other parties provide in connection with a nominee who is not proposed by a shareholder. If the Committee nominated a candidate proposed by a professional search firm, the Committee would expect to compensate such firm for its services, but the Board would not pay any compensation for suggestions of candidates from any other source.

Director Qualifications; Diversity Considerations

              Our Board has adopted a Statement of Qualifications of Members of the Board of Directors, which is available on our website and contains the membership criteria that apply to nominees to be recommended by the Nominating and Governance Committee. According to these criteria, the Board should be composed of individuals who have demonstrated notable or significant achievements in business, education or public service. In addition, the members of the Board should possess the acumen, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to the deliberations of the Board. Importantly, the members of the Board must have the highest ethical standards, a strong sense of professionalism and a dedication to serving the interests of all the shareholders, and they must be able to make themselves readily available to the Board in the fulfillment of their duties. All members of the Board must also satisfy all additional criteria for Board membership that may be set forth in the Company's Corporate Governance Guidelines. These criteria set forth the particular attributes that the Committee considers when evaluating a candidate's management and leadership experience, the skills and diversity that a candidate would contribute to the Board and the candidate's integrity and professionalism.

              For a number of years, our Nominating and Governance Committee has maintained an internal list of the more specific experiences and attributes that it seeks to have cumulatively reflected on the Board. While we do not expect each Director to necessarily contribute all of the desired criteria, we do seek to have the criteria represented on the Board as deeply as possible in their totality. Accordingly, when we are searching for a new Director, we seek to fill any relative gaps in the overall criteria that we may have identified at the time. The desired Board composition criteria that the Committee has identified include, among others:

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International business experience;

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Professional services experience, including with respect to culture, talent development and compensation matters;

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Operating experience with a business for which commercial real estate is a significant part of the business model;

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Operating experience with asset management;

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Financial or accounting expertise;

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Gender, ethnic and/or racial diversity;

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A current operating role or other current directorships that will promote continuing business acumen; and

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Experience reviewing, approving and/or managing corporate transactions, including mergers and acquisitions and financings.

              In terms of the Committee's goal to have a diverse Board, the Committee believes that diversity of background and perspective, combined with relevant professional experience, benefits the Company and its shareholders. The Committee believes that the overall composition of the current Board reflects the desired criteria we describe above as well as a significant level of diversity from a number of different and important perspectives.

Shareholder Nominees

              The Nominating and Governance Committee will consider properly submitted nominations of candidates for membership on the Board as described above. Any shareholder nominations proposed for consideration by the Committee should include the nominee's name and qualifications for Board membership and evidence of the consent of the proposed nominee to serve as a Director if elected. Nominations should be addressed to our Corporate Secretary at the address of our principal executive office set forth above. Consistent with the deadline for submission of shareholder proposals intended to be included in our Proxy Statement generally, shareholder nominations for individuals to be considered for election at the 2012 Annual Meeting must be received by the Corporate Secretary at our principal executive office by no later than December 15, 2011.

Majority Voting for Directors

              In March 2009, our Board amended our By-Laws to provide that, except with respect to vacancies, each Director shall be elected by a vote of the majority of the votes cast with respect to the Director at any meeting for the election of Directors at which a quorum is present. If, however, at least fourteen days before the date we file our definitive Proxy Statement with the SEC, the number of nominees exceeds the number of Directors to be elected (a Contested Election), the Directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of Directors. A majority of the votes cast means that the number of shares voted "for" a Director must exceed the number of votes cast "against" that Director (with abstentions and broker non-votes not counted as a vote cast either "for" or "against" that Director's election).

              In the event an incumbent Director fails to receive a majority of the votes cast in an election that is not a Contested Election, such incumbent Director must promptly tender his or her resignation to the Board. The Nominating and Governance Committee of the Board (or another Committee designated by the Board under the By-Laws) must make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent Director, or whether other action should be taken. The Board must act on the resignation, taking into account the Committee's recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the SEC) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision, within 90 days following certification of the election results. The Committee in making its recommendations, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The Director who tenders his or her resignation will not participate in the recommendation of the Committee or the decision of the Board

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with respect to his or her resignation. If such incumbent Director's resignation is not accepted by the Board, the Director will continue to serve until the next Annual Meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.

              If an incumbent Director's resignation is accepted by the Board, or if a non-incumbent nominee for Director is not elected, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board.

Non-Executive Director Compensation

              Under its Charter, our Nominating and Governance Committee is responsible for determining and recommending to the Board the overall compensation program for our Non-Executive Directors.

              We use a combination of cash and stock-based compensation for the members of our Board. The Committee seeks to provide compensation to our Non-Executive Directors that is:

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Sufficient to attract and retain the highest caliber individuals who meet the established criteria for Board membership;

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Reflective of the demands placed on Board and Committee membership by a complex and geographically dispersed, global organization operating in highly competitive and dynamic markets; and

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Commensurate with the compensation paid to directors at other firms under broadly similar circumstances.

              Annually, the Committee gathers data from studies that are published by independent non-profit organizations (for example, the National Association of Corporate Directors) and compensation consulting firms (for example, Towers Watson and Frederic W. Cook & Co., Inc.). For comparison purposes, the Committee then uses the studies and data that appear to be most relevant and most closely associated with the Company's own circumstances. The Committee seeks information regarding:

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Board retainers;

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Cash versus equity compensation;

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Compensation for serving on committees and for chairing committees; and

•

Equity ownership guidelines and compensation for non-executive chairmen.

              Based upon an internal guideline, the Committee then seeks to make any adjustment to the overall compensation program deemed necessary to satisfy the above criteria approximately every other year. In order to determine the compensation of our Chairman of the Board, our Committee meets in executive session, led by the Chairman of our Compensation Committee, without our Chairman of the Board being present.

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Compensation for Our Non-Executive Directors

             Compensation Program.    Effective as of January 1, 2008, under the program that the Nominating and Governance Committee has established, each Non-Executive Director receives:

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An annual retainer of $60,000, paid quarterly;

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$3,000 for attendance at each meeting ($1,000 for telephonic meetings) of the Board;

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$1,500 per meeting ($1,000 for telephonic meetings) for each Committee meeting (and the meeting of any special committee); and

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An annual grant of restricted stock units in an amount equal to $90,000 (with the number of restricted stock units based on the closing price of our Common Stock on the grant date, which is the day after the Annual Meeting), to become vested on the fifth anniversary of the date of grant, subject to continued service on the Board.

              In addition, the Chairman of the Audit Committee receives an annual retainer of $20,000, the Chairman of the Compensation Committee receives an annual retainer of $20,000 and the Chairman of the Nominating and Governance Committee receives an annual retainer of $5,000. Each member of the Audit Committee other than the Chairman receives an annual retainer of $5,000. We discuss separately below the compensation we pay to the Chairman of the Board.

              All of the above amounts have been in effect since January 1, 2006, except that effective January 1, 2008, the annual restricted stock grant was increased to $90,000 (from $75,000 previously), and the retainer for serving as the Chairman of the Compensation Committee was increased to $20,000 (from $10,000 previously).

              In support of the overall efforts of the Company to reduce its costs during the global financial crisis, the Non-Executive Directors voluntarily elected to decline 20% of their cash and equity retainers for the one-year period ending April 30, 2010. This included the retainers paid to the members of the Board in their capacities as such, to the Chairman of the Board, and to the Chairman of each of the Audit, Compensation and Nominating and Governance Committees.

              The Nominating and Governance Committee has determined that there will be no increases to the compensation of our Non-Executive Directors during 2011.

              Upon being elected to the Board for the first time, Non-Executive Directors have previously also received a one-time grant of restricted stock units in an amount equal to $75,000 (with the number of shares based on the closing price of our Common Stock on the grant date, which is the date of the election), to become vested on the fifth anniversary of the date of grant, subject to continued service on the Board. Effective January 1, 2011, the form of the initial grant was changed such that it would thereafter be made half in stock that has immediately vested and half in restricted stock units to become vested on the fifth anniversary.

              Restricted stock unit awards continue to vest according to their original schedules in the event of the death or disability of a Non-Executive Director. They become fully vested if the Non-Executive Director retires, is not re-nominated or is not re-elected by the shareholders. If a Non-Executive Director resigns or is terminated for cause, he or she forfeits all remaining unvested awards.

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              Jones Lang LaSalle reimburses all Directors for reasonable travel, lodging and related expenses incurred in attending meetings.

              We do not pay any Directors' fees to Directors who are also officers or employees of Jones Lang LaSalle (currently Colin Dyer, Lauralee E. Martin and Roger T. Staubach).

             Equity Grants Prior to 2006.    Prior to and through 2003, (1) each Non-Executive Director elected to the Board for the first time received upon such election a one-time non-qualified stock option grant to purchase 5,000 shares of Common Stock at fair market value on the date of grant and (2) each Non-Executive Director also received, on the day after each Annual Meeting of Shareholders at which the Non-Executive Director continued in office, an annual non-qualified stock option grant to purchase 5,000 shares. All of the foregoing options have a 10-year term and vest over a 5-year period, with 20% becoming vested on each anniversary of the date of grant. The foregoing grants of options were made automatically under our Stock Award and Incentive Plan.

              In 2004 and 2005, the compensation program provided that (1) upon election to the Board for the first time, each Non-Executive Director would receive a one-time grant of restricted stock units in an amount equal to $50,000 and (2) each Non-Executive Director would also receive, on the day after each Annual Meeting of Shareholders at which the Non-Executive Director continued in office, an annual grant of restricted stock units in an amount equal to $50,000. In each case, the number of restricted stock units was based on the closing price of our Common Stock on the grant date. All such restricted stock units become vested on the fifth anniversary of the grant date.

             Election to Receive Equity in Lieu of Cash.    Prior to and through 2002, a Non-Executive Director could elect to receive, in lieu of the annual cash retainer, an option for a number of shares such that the value of the option was equal to the amount of the annual retainer. The Stock Award and Incentive Plan established the value of these options as being equal to 33% of the exercise price for options issued with respect to 1999 through 2002. For such options, the exercise price was equal to the average closing prices of our Common Stock on the last trading day of each calendar quarter during the year. Such stock options were granted on January 1 of the year following the year in which the retainer was earned, were fully vested upon grant and have 10-year terms.

              Beginning in 2003 and through 2007, we permitted Non-Executive Directors to elect to receive shares of our Common Stock in lieu of any or all of their annual cash retainer, on a quarterly basis, based on the closing price of our Common Stock on the last trading day of each quarter. In addition, we permitted the Non-Executive Directors to elect to defer receipt of such shares for specified periods and, consistent with our Stock Ownership Program described below, the Company increased the initial value of any shares so deferred by a so-called "uplift" of 25% (reduced to 20% for 2007).

              Effective January 2008, we began to permit Non-Executive Directors to elect to receive and defer shares of our Common Stock in lieu of any or all of their cash fees, on a quarterly basis, based on the closing price of our Common Stock on the last trading day of each immediately preceding quarter. However, we are no longer increasing the value of any shares so deferred (whether in lieu of cash retainers or meeting fees) by an uplift.

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             Election to Participate in the U.S. Deferred Compensation Plan.    Effective for compensation paid on and after January 1, 2004, we established a Deferred Compensation Plan for our employees in the United States who are at our National Director level and above and also for Non-Executive Directors who are subject to United States income tax. The Plan is a non-qualified deferred compensation program under which the eligible members of our Board may voluntarily elect to defer up to 100% of their cash retainers, meeting fees and restricted stock units that vest. Elections are made on an annual basis and in compliance with Section 409A of the United States Internal Revenue Code. Each of Ms. Penrose, Mr. Hartley-Leonard and Mr. Theobald has previously deferred certain portions of his or her Director's fees into the Plan.

              The amounts of any compensation deferred under the Plan remain an asset of the Company and constitute an unsecured obligation of the Company to pay the participants in the future and, as such, are subject to the claims of other creditors in the event of the Company's insolvency. Gains and losses on deferred amounts are credited based on the performance of a hypothetical investment in a variety of mutual fund investment choices selected by the participants. A participant's account may or may not appreciate depending upon the performance of the hypothetical investment selections the participants make. Participants must elect certain future distribution dates on which all or a portion of their accounts will be paid to them in cash, including in the case of a change in control of the Company. The Company does not make any contributions to the Plan beyond the amounts of compensation that participants themselves elect to defer.

Compensation for Our Chairman of the Board

              As a Non-Executive Director who was elected to the position of Chairman of the Board effective January 1, 2005, Ms. Penrose receives an annual retainer in addition to the foregoing amounts in consideration of undertaking the responsibilities and time commitments associated with that position as the Board has established it. The Chairman's annual retainer for 2005, which was the first year of the two-year term to which she was originally elected, was $100,000. Beginning on January 1, 2006, the Chairman's annual retainer was increased to $120,000 and effective January 1, 2011 it has been increased to $140,000.

              At the time of her initial election in 2005, Ms. Penrose received a one-time grant of 1,000 restricted stock units, having a fair market value on the grant date of $37,580, all of which vested January 1, 2007. When she was reappointed as Chairman in May 2008, Ms. Penrose was granted an additional 363 shares of restricted stock units, having a fair market value on the grant date of $25,000, all of which vested on May 29, 2009.

              Ms. Penrose is permitted to apply her Chairman's retainer to the programs described above with respect to electing to receive shares in lieu of cash or to deferring amounts under the U.S. Deferred Compensation Plan.

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Non-Executive Director Compensation for 2010

              The following table provides information about the compensation we paid to our current Non-Executive Directors in respect of their services during 2010:

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Non-Executive Director Stock Ownership

              Non-Executive Directors are subject to a stock ownership guideline whereby we expect that, at a minimum, by the third anniversary of his or her first election to the Board, each Director shall have acquired, and for as long as he or she remains a member of the Board will maintain ownership of, at least the lesser of (1) 5,000 shares of the Company's Common Stock or (2) shares of the Company's Common Stock worth $300,000 based on the then most recent closing price thereof. All shares of unvested restricted stock that have been granted to a Director, or which a Director has elected to take in lieu of cash compensation or has deferred under any deferred compensation plan, count toward each of the indicated minimum number of shares and dollar value. The net value of "in-the-money" options count toward the indicated minimum dollar value.

              As of March 18, 2011, when the price per share of our Common Stock at the close of trading on the NYSE was $98.35, our Non-Executive Directors had the following ownership interests in shares of our Common Stock:

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Attendance by Members of the Board of Directors at the Annual Meeting of Shareholders

              We strongly encourage each member of our Board of Directors to attend each Annual Meeting of Shareholders. All of the members of our Board of Directors at the time attended our previous Annual Meeting of Shareholders held on May 27, 2010.

Communicating with Our Board of Directors

              Shareholders and interested parties may communicate directly with our Board of Directors. If you wish to do so, please send an e-mail to boardofdirectors@am.jll.com, which our Corporate Secretary will forward to all Directors. If you wish to communicate only with our Non-Executive Directors, or specifically with any Director individually (including our Chairman of the Board, who serves as the Lead Independent Director, or the Chairman of any of our Committees), please so note on your e-mail. Alternatively, you may send a communication by mail to any or all of our Directors, or specifically to any or all of our Non-Executive Directors, care of our Corporate Secretary at the address of our principal executive office set forth above, and our Corporate Secretary will forward it unopened to the intended recipient(s).

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EXECUTIVE COMPENSATION

              In this section we provide our shareholders with the material information necessary to understand our compensation policies. We also discuss the compensation we awarded to the six executives who comprised our Global Executive Committee (GEC) for all of 2010. Referred to in this Proxy Statement as our Named Executive Officers, they were our most highly compensated executive officers during 2010:

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Colin Dyer, our Chief Executive Officer and President;

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Lauralee E. Martin, our Chief Operating and Financial Officer; and

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The Chief Executive Officers for our four principal business segments:

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Alastair Hughes, Asia Pacific;

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Jeff A. Jacobson, LaSalle Investment Management (LIM);

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Peter C. Roberts, Americas; and

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Christian Ulbrich, Europe, Middle East and Africa (EMEA).

              This section consists of:

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Our Compensation Discussion and Analysis, which explains how and why we paid our Named Executive Officers for their efforts in 2010; and

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Compensation tables, which present the specific amounts and types of compensation we paid to our Named Executive Officers in respect of 2010 and in comparison to 2009 and 2008.

Compensation Discussion and Analysis

Executive Summary

             Perspective on the Operation of our Compensation Program During 2010: A Year of Accelerating Recovery and Emerging Strongly After the Global Financial Crisis.    The global economy moved toward a more sustainable recovery during 2010, although at different speeds in different markets. The actions the Company took throughout the global recession to protect the interests of clients and the firm also helped to take advantage of improving conditions in the recovering real estate markets. As a result, the Company had a very successful 2010 and is well-positioned for future growth, margin improvement and market share gains.

              Our firm recorded the highest level of revenue in its history during 2010 and used its strong cash flow to significantly reduce its total net debt and strengthen its investment-grade balance sheet. Accordingly, given the direct linkage between pay and performance that our compensation program has established, we paid appropriately higher levels of compensation to our Named Executive Officers for 2010 than we did for the two previous years. While we paid lower levels of compensation during the downturn, the structure of our program successfully served to retain our management team and provide them with the appropriate incentives to keep the firm healthy through a difficult global period. Under their leadership, Jones Lang LaSalle has emerged as one of the two largest providers in the industry with the culture and financial strength that are increasingly making it a firm of choice for (1) clients seeking real estate advisory and investment management services from a global and well-coordinated provider with a strong balance sheet, (2) professionals seeking employment from an organization with integrity and where they will have high potential for career development and (3) smaller companies that seek to be acquired within an industry that continues to consolidate.

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              Therefore, we believe that our compensation program has proven, through a difficult period, that it provides the right balance between the short-term and long-term performance goals that will best motivate our senior management to (1) lead the Company and (2) focus its people on the disciplines necessary to remain a strong competitor that can continue to gain market share and improve operationally in both prosperous and challenging times. We also believe it continues to provide important retention incentives and to promote the strategic objectives that management and the Board view as the most significant.

             Pursuit of Best Practices in Executive Compensation.    Our Compensation Committee (which is sometimes referred to as the Committee, we or us for purposes of this Compensation Discussion and Analysis) oversees the Company's executive compensation programs. Among its responsibilities, the Committee reviews and annually approves the compensation we pay to all of our Named Executive Officers.

              The Committee designs our executive compensation program to motivate the Named Executive Officers to lead the Company toward achieving its short-term and long-term financial and strategic goals, in addition to increasing shareholder value, all without encouraging excessive risk-taking. We continually evaluate those attributes we consider to be best practices in executive compensation and we seek to infuse them into our program. Those attributes, which our compensation program reflects, include the following:

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A pay for performance philosophy, with significant upward and downward flexibility built to correspond to the financial results of an inherently cyclical business;

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A balanced mix of short- and long-term focused compensation;

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Significant use of equity to align with shareholder interests;

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Stock ownership guidelines, with financial consequences for non-compliance;

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Recapture of certain incentives in the event of a subsequent restatement of financial statements; and

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Consideration of long-term wealth accumulation.

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              The following table indicates certain of the specific compensation practices in effect for all of 2010 that we believe promoted the attributes we seek for our program.

             Changes Made to Compensation Practices During 2010.    In addition to the above practices, we made certain changes to our compensation program during 2010 in order to incorporate evolving best practices:

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Modified our stock ownership guidelines to require beneficial ownership by our Chief Executive Officer equal to the lesser of six times base salary or 60,000 shares. (The other Named Executive Officers have a requirement of the lesser of four times base salary or 40,000 shares.)

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Established post-vesting holding periods for Named Executive Officers. Added share retention provisions to restricted stock unit awards that require 50% of the net shares to be restricted from sale or transfer for an additional 12 months after vesting.

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As an additional retention strategy, paid an amount of annual incentive in deferred form (restricted stock units) over the minimum plan requirement of 15%.

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             Summary of 2010 Compensation Decisions.    The Committee made the following key compensation decisions in respect of the Company's 2010 performance:

Oversight of Executive Compensation Program

             Role of the Compensation Committee.    The Committee, which consists entirely of independent Directors, recognizes the importance of developing and maintaining sound principles and practices to govern the Company's executive compensation program. We seek to ensure that the Company maintains a strong link between executive pay and each of (1) corporate performance and (2) performance of stock price. To carry out its responsibilities, the Committee:

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Retains, and regularly consults, an independent compensation consultant to advise on executive compensation design, structure and market competitiveness;

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Reviews peer group company and market compensation data in order to (1) compare our executive compensation to what other similarly situated companies pay and (2) determine how they use compensation to attract, motivate, and retain executive talent;

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Reviews detailed compensation tally sheets for the Named Executive Officers to determine the amounts that each of them would receive or forfeit under different termination scenarios. The tally sheets include:

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current cash compensation;

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deferred compensation;

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outstanding equity awards;

•

benefits; and

•

potential severance payments;

•

Takes into consideration relevant internal matters, including fairness, consistency, tax deductibility and accounting requirements;

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Promotes the transparency of compensation policy and corresponding results; and

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Through a disciplined evaluation process, establishes a strong link between (1) executive compensation and (2) achievement of net income, operating income, operating income margin and other strategic objectives designed to drive shareholder value.

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             Internal Compensation Resources.    The Company's Global Human Resources staff helps prepare the information the Committee needs to carry out its oversight responsibilities. The Company uses internal compensation expertise and data available from professional compensation consulting firms to compile comparative market compensation data and present individual compensation modeling.

             Role of the Independent Compensation Consultant.    The Committee has continued to retain Sibson Consulting as an independent outside compensation consultant to the Committee. We determine the scope of Sibson's services. Sibson advises us on matters related to the compensation of the Named Executive Officers. Sibson does not advise management of the Company and receives no compensation from the Company other than in connection with its consulting work for the Committee. We typically request Sibson to:

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Review and comment on the agenda and supporting materials in advance of our meetings;

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Review and comment on major compensation matters that management proposes, including with respect to plan design recommendations;

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Review the compensation matters disclosed in the Company's proxy statements;

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Advise us on best practices for Board governance over executive compensation, current executive compensation trends and regulatory updates;

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Review and comment on management's comparative data on executive compensation; and

•

Undertake special projects or provide such other advice as we may request.

             Role of the Chief Executive Officer.    Our Chief Executive Officer, Colin Dyer, makes annual recommendations to the Committee for the compensation of the Named Executive Officers other than himself. To do this, Mr. Dyer reviews base salaries, annual incentives, long-term incentives, equity awards and total direct compensation. He evaluates in his judgment the performance of each of the Named Executive Officers (other than himself) based on the performance goals and compensation plans established at the beginning of the year, as well as the desired mix of cash and equity. He also comments on the quality of the interaction and contributions of the other Named Executive Officers on the GEC, since that is the senior-most executive committee within the firm, and compares the performance for each Named Executive Officer on a relative basis, taking into account the different market, geographical and cultural dynamics and challenges of each of their different segments. Then, with the assistance of our Chief Human Resources Officer, Mr. Dyer presents his evaluation and the resulting compensation recommendations to the Committee. The Committee reviews these evaluations and recommendations, discusses them with Mr. Dyer and our Chief Human Resources Officer and ultimately approves, or amends, Mr. Dyer's recommendations in its discretion.

              The Committee receives a self-assessment of the Chief Executive Officer's own performance during the previous year relative to his performance objectives. The Chief Executive Officer also assesses the extent to which circumstances arose during the year, including, for example changes in the marketplace or the competitive landscape, which required him to alter his focus or activities during the year. The Committee next meets in one or more private executive sessions without Mr. Dyer being present in order to develop its own conclusions about Mr. Dyer's performance. In its discretion, the Committee then determines the Chief Executive Officer's annual incentive for the then previous year, his base salary and annual incentive target for the next year and any equity awards.

             When We Make Compensation Decisions.    Through a disciplined and ongoing governance process, the Committee conducts its activities on a regular timeline each year. We show below several

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of the key milestone events that occur during each quarter as a guide to understanding the Committee's annual calendar.

Executive Compensation Principles and Framework

             Objectives of Our Compensation Program.    We have designed our executive compensation program primarily to (1) attract, motivate and retain highly talented executives, (2) deliver rewards for superior performance, (3) promote ownership and a long-term performance orientation by aligning the interests of our executives, including our Named Executive Officers, with those of our shareholders, and (4) be internally fair, externally competitive and transparent to our shareholders. Accordingly, the most significant portion of the total compensation opportunity for our Named Executive Officers is directly related to a combination of:

•

Annual net income;

•

Operating income;

•

Operating income margin;

•

Total shareholder return; and

•

Other strategic objectives that we, in collaboration with the senior management team, believe will most directly grow shareholder value.

              We structure the amount of the compensation opportunity to (1) increase with the achievement of correspondingly higher performance goals and (2) decrease in the event the Company

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does not meet its financial or other operating objectives. We also establish minimum levels of financial performance that must be achieved before we will pay incentive compensation.

             What We Design Our Compensation Program to Reward.    We intend our executive compensation program to reflect and support our Company's strong performance orientation, in both good times and bad. Consistent with this philosophy, we deliver a significant portion of the annual and long-term compensation of each of our Named Executive Officers based on an evaluation of performance objectives that we believe will most closely correlate to shareholder value. We design our performance objectives to motivate our Named Executive Officers to:

•

Grow profitable revenues, both organically and through strategic acquisitions;

•

Lead the business to seek "stretch" financial performance, including aggressive expense management when confronting contracting markets;

•

Position the Company competitively and grow market share in desired markets by:

•

strengthening, expanding and protecting existing client relationships;

•

securing new client relationships;

•

expanding service capabilities through hiring and appropriate acquisitions;

•

cross-selling among different service lines; and

•

innovating and developing new services;

•

Engage in strategic planning;

•

Develop and retain a talented, high-performance and engaged workforce;

•

Protect and strengthen the overall franchise;

•

Promote teamwork and collaboration;

•

Promote cultural, ethnic and gender diversity at all levels of the business;

•

Conduct business ethically and with integrity; and

•

Promote proper corporate governance, development and propagation of best practices and overall enterprise risk mitigation.

              We intentionally keep our cash incentive and equity delivery systems flexible since we seek to give certain of the above elements higher or lower emphasis on a person-by-person basis. We do this so that we can motivate specific results from each individual position that will help drive the overall goals the Company is emphasizing in a given year. This also allows us to take account of the different business dynamics that inevitably exist across our geographies and business lines. Moreover, the Company's overall strategic goals change from one year to the next. We therefore seek to use our compensation system to effectively and promptly provide the strongest possible incentives to achieve those goals.

              During the past few years, the Company's financial performance reflected both the significant challenges imposed by the global financial crisis as well as the ability to strengthen its franchise to take advantage of the markets as they recovered. Our compensation program flexed appropriately relative to the firm's lower level of profitability during the crisis and the subsequent significant improvement in its financial results during 2010. The program also created the appropriate level of incentives for our Named Executive Officers to remain on task during the crisis and focused on how to preserve and leverage the firm's global platform in anticipation of recovery.

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             The Elements of Our Executive Compensation Program.    Historically, we have compensated our Named Executive Officers, as well as our other managers and professionals, primarily through a combination of three separate but inter-related components:

•

A cash base salary;

•

A performance-based annual incentive that we commonly refer to within the Company as an "annual bonus;" and

•

Long-term incentives linked to growth hurdles, typically delivered through restricted stock unit grants that vest over multi-year periods or cash the payment of which has been deferred for stated periods of time.

              Beginning in 2007, we have implemented two important changes in the specific elements we use to compensate our Named Executive Officers:

•

We increased the proportion of total compensation that we deliver in the form of unvested restricted stock units. We did this for two reasons: first to provide a stronger alignment to longer-term growth in the stock price; and second to increase retention incentives.

•

We introduced a new long-term incentive program that we call the GEC Long-Term Incentive Compensation Program (GEC LTIP). The only Named Executive Officer who does not participate in this is Jeff Jacobson, since he participates in a separate long-term program specifically linked to the performance of LaSalle Investment Management. The GEC LTIP, which is now in its second performance cycle, is designed to drive financial performance over a multi-year period in terms of:

•

operating income;

•

operating margin;

•

total shareholder return; and

•

the achievement of strategic objectives.

              We deliver all of our performance incentives, whether in cash or restricted stock, under the provisions of our Stock Award and Incentive Plan (the Stock Incentive Plan), which our shareholders have previously approved and the Committee administers.

             Competitive Assessment: Comparing Our Executive Compensation Program to Other Companies.    We develop the total compensation opportunities for each Named Executive Officer relative to our own historical corporate performance and future objectives. We do not believe it is appropriate to establish compensation opportunities based primarily on benchmarking relative to compensation at other companies. Therefore, we do not rigidly set our compensation levels based on specified percentiles of benchmark data.

              However, we also recognize that our compensation practices must be competitive within the broader markets where we compete. As we strive to be the leading integrated global real estate services and investment management firm, it is critical that we attract, retain and motivate executives who are among the most talented in our industry and who will be best able to deliver on the commitments we make to our clients and shareholders.

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              Each year the Committee compares our compensation program to those of other companies that:

•

We consider our direct competitors;

•

Operate within the broader commercial real estate business, including real estate investment trusts; or

•

Operate within the business services and financial services sectors.

              We call these our "Peer Groups." Management annually reviews the composition of the Peer Groups. It then recommends to the Committee changes that will keep the Peer Groups as meaningful as possible to our own Company in terms of:

•

The types of services we provide;

•

The clients we seek;

•

The need to reflect changes in the Peer Group companies themselves (for example, as the result of mergers or acquisitions); and

•

The scope and nature of the positions we are comparing.

              The Committee independently considers and approves the Peer Group lists to which we refer for comparison purposes.

              The companies in the Peer Groups for our 2010 study are shown below and consisted of (1) a group of real estate companies, including certain of our direct competitors that we added regardless of size, and (2) a group of business services providers:

              We have determined that the currently available comparative data is not sufficiently reliable with respect to those of our Named Executive Officers who lead our four business segments. This is because their positions do not correlate well enough to the positions that the Peer Group companies report in their proxy statements. Accordingly, we have decided that a reasonable approach for us is first to compare data for our Chief Executive Officer and our Chief Operating and Financial Officer, which we do believe correlates well with the Peer Group companies. We then align the remaining Global Executive Committee positions from an internal consistency perspective, taking into account

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relative size, profit contribution and comparative performance of their respective business segments. When we refer elsewhere in this discussion to the Peer Group comparisons that we do, we are referring to this methodology.

              Overall, we concluded from the Peer Group comparisons we conducted that the current base salaries for our Chief Executive Officer and our Chief Operating and Financial Officers are below the 50^th percentile of the market reference points. Our annual incentive and long term incentive opportunities permit the Committee to reward increasingly higher levels of performance, generally between the 50^th and the 75^th percentiles of the Peer Groups, although our programs could also result in compensation higher than the 75^th percentile if performance warrants.

              In order to motivate and reward our executives, we provide a mix of cash and potential long-term compensation that is broadly consistent with market practices. We believe that the components we use to reward and retain executive talent (base salaries, combined with annual incentives and long term incentives that include significant equity elements) work well to differentiate performance through the different market environments we experience across the world.

Relationship Between Compensation Design and Risk-Taking

              We periodically consider whether our compensation policies may be reasonably expected to create incentives for our people to take risks that are likely to have a material adverse effect on either our short-term or longer-term financial results or operations. We continue to believe that they do not. We also have not identified historical situations where we believe that our compensation practices drove behaviors or actions that resulted in material adverse effects on our business or prospects.

              Broadly speaking, we take two different approaches to compensating our people within the three regions that provide Real Estate Services:

•

For predominantly revenue producing positions (such as brokers), we provide minimal base salaries and then commissions or shares in annual incentive pools that directly relate to financial production results according to individual transactions; and

•

For positions that are oriented more toward longer-term client relationship businesses (such as in our corporate outsourcing businesses) or that are either leader-coach positions (such as positions leading businesses, markets or teams) or internal staff positions (such as in marketing or human resources), we provide base salaries and then shares in annual incentive pools that are determined from different combinations of overall corporate or business unit financial results, achievement of key performance indicators on individual client accounts, client survey results and achievement of individual performance goals.

              In our LaSalle Investment Management business, we use base salaries and annual incentive pools that relate to overall global performance of the business as well as the achievement of individual objectives relating to specific performance of investments, fund raising and other metrics and activities that support the success of the business. The long-term incentive plan for the senior leadership of the business relates primarily to the strength of cash-flow annuity income rather than incentive fees. Since incentive fees relate to the performance over longer periods of time of investments made for clients, they provide by themselves significant inherent alignment with client interests.

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              We believe these different approaches are appropriate to their circumstances and that they align well with both near-term and longer-term shareholder interests. Straight commissions are restricted to transactions that are completed and therefore do not have significant future risks of negative returns to the firm. Annual incentive pools and longer-term compensation are generally related to the satisfaction of clients over time, and will be adversely impacted in the event of negative client experiences or relationships.

              In the case of our Named Executive Officers, we have built in certain long-term features that would reduce compensation in the event that overly-risky strategies resulted in diminished financial performance. These features include (1) the use of restricted stock with vesting periods up to five years in length, (2) clawback provisions in the GEC LTIP in the event of financial restatements and (3) requirements in the GEC LTIP that operating income and margin performance be sustained over a multi-year period.

              Where we use them, our restricted stock programs have fairly significant vesting periods of up to five years, and therefore are designed to promote behaviors that are in the longer-term interests of our shareholders and stock price. We have also begun to require that certain restricted stock awards to the Named Executive Officers be retained for another twelve months even after they have fully vested.

Why We Pay Each Element of Compensation

Annual Base Salary

              We set the annual base salaries of our Named Executive Officers at relatively modest levels compared to their total potential compensation. We intend base salaries to compensate them for carrying out the basic responsibilities of their positions, but we do not expect base salaries by themselves to adequately reward significant stretch performance. We also do not believe that base salaries alone are sufficient to retain top talent relative to the total compensation aspirations they would reasonably have at competing firms.

              Historically, base salaries have represented less than 25% of the annual total compensation opportunity we establish at the beginning of each year for the Named Executive Officers, although they can become much more significant in years when our variable incentives contract in line with diminished financial performance, such as occurred in 2008 for example.

              Consistent with our philosophy of emphasizing performance-based compensation, we have not raised the base salaries of our Named Executive Officers since the beginning of 2006, more than five years ago. During 2009, based upon circumstances within individual business segments, certain of our Named Executive Officers voluntarily agreed to base salary reductions of up to 12% in order to contribute to the Company's efforts to actively manage its expenses in light of the deteriorating markets that resulted from the global recession. Given the recovering markets and the Company's firming financial performance during 2010, we re-instated their historical base salaries during 2010.

Annual Incentives

              We deliver the most variable annual element of cash compensation through our performance-based annual incentive arrangements. We design them so that they will vary materially, in both

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positive and negative directions, according to (1) actual overall company and individual business segment financial performance and (2) strategic performance objectives. We evaluate performance after the end of each year relative to the objectives we established at the beginning of such year.

              We establish annual incentives to motivate our Named Executive Officers to deliver results relating to the Company's five global strategic priorities, which we call the G5, that we intend to create shareholder value. We therefore seek to create performance expectations and their relationship to annual awards in a manner that will:

•

Encourage stretch annual performance;

•

Contribute to a competitive level of total compensation within an industry in which our principal competition for talent includes both publicly- traded companies and privately-held partnerships;

•

Provide appropriate overall internal alignment with compensation levels paid within our respective business and corporate staff units, also taking account of differing compensation levels from one labor market to the next and the level of responsibility and value creation associated with different positions; and

•

Remain effective through positive and negative business cycles and across the different market environments in which we operate across the globe.

              Assuming satisfactory corporate performance under the circumstances, we intend the actual annual incentives we pay to provide compensation which, together with base salaries and the value of restricted equity holdings, is sufficient to attract and retain high caliber executives.

             Portion of Annual Incentives Paid in Restricted Stock Units.    We take three separate steps as part of our annual incentive program that we intend both to (1) retain our people and (2) promote a focus on increasing our stock price through long-term value creation and out-performance of our competition:

•

First, specifically for our Named Executive Officers we have instituted a mandatory equity component with respect to how we deliver annual incentives. We therefore require that a minimum of 15% of the annual incentive to each Named Executive Officer be delivered in the form of restricted stock units that we issue under our Stock Incentive Plan. We determine the number of mandatory restricted stock units we issue under this aspect of the program based on the closing price of the Company's Common Stock on the NYSE as of the first trading day of the year, so the numbers of restricted stock units reflected in the Summary Compensation Table below were based on the closing price of our Common Stock on January 3, 2011.

Half of these restricted stock units vest eighteen months from the first trading day in the year of the incentive payment. The remaining half vest thirty months from the first trading day in the year of the payment. So, for example, half of the restricted stock units awarded in 2011 will vest July 3, 2012 and the other half will vest July 3, 2013. After they vest, we require that half of these shares then be held for an additional twelve months before they may be sold.

•

Second, also specifically with respect to our Named Executive Officers, we retain the ability to make additional grants of restricted stock units in lieu of cash as part of their annual incentives in order to provide an additional retention incentive and further alignment with shareholder interests. We would determine the number of additional restricted stock units we issue under this second aspect of the program based on the closing price of the Company's

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Common Stock on the day the Committee finally approves the annual incentives. So the numbers of restricted stock units issued for the annual incentives we paid in 2011 were based on the closing price of our Common Stock on February 25, 2011.

Half of these restricted stock units vest three years from the grant date and the other half in five years. We also require that half of these shares be held for another twelve months after vesting.

•

Third, under our Stock Ownership Program (or SOP), which we administer as part of our overall Stock Incentive Plan, we currently require all of our International Directors, which is the group of our most senior employees and includes all of our Named Executive Officers, to receive 20% of their annual incentives in restricted stock units. Each employee may opt out of this requirement for a given year only if he or she has acquired certain minimum levels of stock ownership. In the case of our Chief Executive Officer, the minimum amount of equity ownership necessary to opt out is the lesser of (i) six times annual base salary or (ii) 60,000 shares. In the case of the remaining Named Executive Officers, the minimum amount of equity ownership necessary to opt out is the lesser of (ii) four times annual base salary or (ii) 40,000 shares. The SOP permits each participant, including each Named Executive Officer, to voluntarily reduce by five percentage points the amount of annual incentive he or she would otherwise receive in restricted stock units. Finally, the SOP limits to $150,000 the amount of annual incentive to be delivered in restricted stock units. Our Named Executive Officers, all of whom meet the ownership guidelines, elected to opt out of the SOP for 2010.

GEC Long-Term Incentive Compensation Program

              In 2007, we instituted the GEC LTIP. We did this because we wanted to drive long-term performance reflecting the execution of the Company's strategy over a multi-year period. The GEC LTIP is now in its second performance cycle, for the five-year period starting on January 1, 2010 and ending on December 31, 2014.

              All of the members of the GEC are eligible to participate in the GEC LTIP except for the Chief Executive Officer of LaSalle Investment Management because he participates in a separate long-term incentive plan for that business segment. (We provide a separate discussion below regarding the LIM Long-Term Incentive Compensation Program.)

              The GEC LTIP establishes a total annual pool to be paid out based on the achievement of four different performance measures. Actual funding of the pool may be higher or lower than the target amount depending on actual performance. Whether cash or stock is paid for achievement of a particular performance measure depends on the measure. Although the categories for the performance measures will stay the same over the five-year life of the GEC LTIP, we establish annually a specific goal for each measure, which we do to drive continuous year-over-year improvement.

              We filed the GEC LTIP program document as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.

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LIM Long-Term Incentive Compensation Programs

              Since he is the Chief Executive Officer of LIM, our investment management business segment, Jeff A. Jacobson, who is one of our Named Executive Officers, participates in the LaSalle Investment Management Long-Term Incentive Compensation Program (LIM LTIP). As a result, he does not participate in the GEC LTIP.

              We first established the LIM LTIP during 2002. We amended and restated the LIM LTIP effective January 1, 2008 so that it now covers a second five-year performance period ending December 31, 2012. We have designed the LIM LTIP within the Stock Award and Incentive Plan to provide key LIM employees with:

•

an opportunity to further align their interests with those of our shareholders;

•

a long-term retention incentive;

•

an incentive to grow LIM's core advisory revenues and margins; and

•

an incentive to grow LIM's operating income.

              Under the LIM LTIP, we determine a fixed incentive amount to be paid to a group of LIM executives, including its Chief Executive Officer, at the end of each year if performance exceeds the annual cash flow, margin and compound growth rate targets we established for the five-year performance period. The Program requires the Committee to determine how much of each annual incentive will be delivered in cash and how much in unvested restricted stock units. The award in respect of performance for each year is paid in one-quarter tranches over four years.

              We have filed the amended and restated LIM LTIP document as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2007.

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Summary of Why We Pay Each Element of Compensation

              Subject to the above discussion, we provide the following table as an overview of the main reasons we pay each element of compensation to our Named Executive Officers:

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How We Generally Determine The Amount of Each Element of Compensation

              In the first quarter of each year, we review and determine all of the elements that comprise our total compensation arrangements for the Named Executive Officers. We do this both with respect to the previous year (in terms of actual annual incentive payments to be made) and for the forthcoming year (in terms of the overall structure and elements that will govern how we determine compensation for future performance). We take this integrated approach so that we can take a two-year perspective concerning:

•

The total reward potential for the Named Executive Officers;

•

The elements of their compensation;

•

How we have evaluated and compensated them for their prior-year performance; and

•

How we intend to compensate them for their performance during the coming year.

Annual Base Salary

              Consistent with the reasons we pay base salaries as we discussed above, the base salaries for our Named Executive Officers are at or below the 50^th percentile relative to our Peer Groups. We review base salaries on an annual basis. We recommend adjustments to base salaries, if any, following an evaluation of the individual's specific performance and the relative level of his or her compensation compared to our other Named Executive Officers and to our Peer Groups.

Annual Incentives

              We generally intend the compensation we pay to our Named Executive Officers to qualify as performance-based compensation that is fully deductible for U.S. federal income tax purposes. Accordingly, at the beginning of each year and taking into account the Company's budget for that year, the Committee establishes a maximum total amount of the annual incentives that will be available for payment to the Named Executive Officers for different levels of financial and non-financial performance.

              The maximum incentive amounts set at the beginning of the year serve as one of the governors that the Committee establishes with respect to how it then determines the compensation amounts it ultimately approves after the end of the year. For tax deductibility purposes, our Committee retains the discretion in its judgment to reduce, but not increase, a Named Executive Officer's annual incentive compensation from the maximum incentive amounts that would otherwise have been payable.

              The Committee typically does not disclose these maximum amounts to our Named Executive Officers because it does not want to create the unjustified assumption that the maximum amounts established as a compensation governor will necessarily serve as the actual amounts it ultimately decides to pay. Our Named Executive Officers understand that the Committee takes into account the various factors that we indicate in our Proxy Statement, both financial and non-financial, and so it is not meaningful for them to know specifically what the maximum potential amounts are.

              The Committee believes our compensation program encourages stretch performance by our Named Executive Officers because they know their compensation is not limited by a strict mathematical formula that ties a definite amount of compensation to a definite level of corporate or business segment financial performance.

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              We report performance-based annual incentives awarded in cash in the Summary Compensation Table under the column entitled "Non-Equity Incentive Plan Compensation." We include performance-based equity awards in the "Stock Awards" column.

Financial Portion.

              The financial portion of the annual incentive compensation for each of our Named Executive Officers relates to a maximum incentive amount that the Committee approves at the beginning of each year in conjunction with the Board of Directors' approval of the Company's annual budget. The maximum incentive amount corresponds to a specified percentage of total corporate net income.

Non-Financial Portion.

              Named Executive Officers may also receive a portion of their annual incentives in respect of the achievement of key strategic performance objectives established at the beginning of each year. The amount of the annual incentive allocated to the non-financial portion may not exceed a maximum amount that we approve at the beginning of the year which corresponds to a specified percentage of total corporate net income.

              We establish other individual key strategic performance objectives for each of our Named Executive Officers as part of the same Individual Performance Management Program (IPMP) that we use to determine the compensation for substantially all of our professional and corporate support employees on an annual basis. We design these objectives principally to drive achievement of the Company's G5 strategic priorities:

•

G1: Build our leading local and regional market positions;

•

G2: Grow our leading positions in the Corporate Solutions business;

•

G3: Capture the leading share of global capital flows for investment sales;

•

G4: Strengthen LaSalle Investment Management's leadership position; and

•

G5: Differentiate our business by connecting across the firm and with clients.

              We require management to set performance objectives in a manner that allows objective and quantitative measurement of performance to the extent possible.

              The aggregate maximum annual incentive award that we may pay to any GEC member, from both the application of the financial formula and from the achievement of the key strategic performance goals described above, cannot exceed $5 million in any one year for any GEC member.

              After the end of the year, the Committee considers actual results achieved, IPMP assessments as well as significant unforeseen obstacles or favorable circumstances that influenced the ability to meet desired results. The overall assessment of each Named Executive Officer serves as the basis of the Committee's decision to award an annual incentive.

Discretionary Bonuses

              In its discretion, the Committee may pay additional bonuses on the basis of results by an individual that were not necessarily "performance-based" within the meaning of the U.S. tax regulations, and these may or may not be fully deductible depending on whether they exceed applicable thresholds. We would pay discretionary bonuses in the case of leadership in exceptional or unforeseen circumstances or in other situations that altered the normal course of business. We may

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also pay discretionary bonuses in order to correct pay imbalances that we see among the Named Executive Officers or relative to the compensation of non-executive staff.

GEC Long-Term Incentive Compensation Program

              The GEC LTIP establishes a total annual compensation pool of $5 million for performance at target levels for four different performance measures. Actual funding of the pool may be higher or lower than the target amount depending on actual performance. Whether cash or stock is paid for achievement of a particular performance measure depends on the measure. Although the categories for the performance measures will stay the same over the five-year life of the GEC LTIP, we establish annually a specific goal for each measure. The table below indicates how all of the elements of the GEC LTIP interact.

              The Committee annually will determine the share in the pool for each member of the GEC, with no more than 30% allocable to our Chief Executive Officer, no more than 20% allocable to our Chief Financial Officer and no more than 15% for each other GEC member (other than the Chief Executive Officer of LaSalle Investment Management, who participates in an alternative plan we discuss below). A GEC member's percentage may be increased due to a reduction in the percentage determined for another member. The Committee may allocate any unallocated portion of the pool for individuals outside the GEC based on recommendations from the Chief Executive Officer.

              In order to provide an additional retention incentive, and to further align the financial interests of our Named Executive Officers with those of our shareholders, a portion of each GEC LTIP award will be paid in cash and the remainder in restricted stock units. Each of the cash portion and the restricted stock unit portion will vest entirely 36 months after the award, meaning that participants will forfeit their rewards if they voluntarily terminate their employment prior to the time of vesting. We do not credit cash awards with interest during the vesting period. The other terms of the restricted stock units are governed by our Stock Incentive Plan. As an additional retention incentive, we require that half of the shares be held for an additional twelve months after they vest and before they can be sold.

              To the extent legally required, or if the Committee determines that any fraud or intentional misconduct by one or more participants caused the Company, directly or indirectly, to restate its

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financial statements, we will take, in our sole discretion, such action as we deem necessary to remedy the misconduct and prevent its recurrence. We may require reimbursement of any compensation awarded to participants under the GEC LTIP and we may cancel unvested restricted stock or cash awards that we previously granted to such Participants in the amount by which such compensation exceeded any lower payment that would have been made based on the restated financial results. The recoupment period would encompass any compensation given under the GEC LTIP within 12 months of the financial restatement.

LIM Long-Term Incentive Compensation Program

              The payout earned and paid in a given year under the LIM LTIP depends on whether LIM clears certain margin and growth rate hurdles for the immediately preceding calendar year. We use two different hurdles: (1) Modified Cash Flow and (2) Modified Base Cash Flow. We define Modified Cash Flow as LIM's operating income minus its equity earnings. We define Modified Base Cash Flow as Modified Cash Flow minus incentive fees. The Modified Cash Flow hurdle began with $50 million for 2008 and increases by 15% for each subsequent year. The Modified Base Cash Flow hurdle is $50 million for each year of the program.

              Additionally, as a condition for awards to be made for a given year, the actual margin for the investment management business must exceed 15% and the segment's total compensation and benefits expense as a percentage of revenue must not exceed 60%.

              We then make the payout, from a pool of sharing rates of the cash flows that have exceeded the hurdle amounts, to those LIM executives who were previously granted a fixed number of participant points (out of a total of 100) against the pool. If an employee forfeits his or her points due to voluntary termination, that employee's participant points will be reallocated to other participants in the Program.

              In order to receive each future portion of an annual incentive, participants must be employed by the Company at the time of payment (subject to exceptions providing for protection from forfeiture in the cases of involuntary termination without cause, retirement, death or disability). This means that a participant forfeits unvested amounts of cash or restricted stock units if he or she voluntarily terminates employment or is terminated for cause or for documented poor performance.

              We believe this has created a significant retention incentive for those who participate in the Program. Unvested cash and restricted stock units will vest immediately on an accelerated basis and be distributed upon a change in control of the Company.

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Summary of How We Generally Determine the Amount of Each Element of Compensation

              Subject to the above discussion, we provide the following table as an overview of how we determine the amount of each element of the compensation we pay to our Named Executive Officers:

How We Made Our Specific 2010 Compensation Decisions

             Summary Comment on Company Performance and Executive Compensation for 2010.    Full-year 2010 revenue for the firm reached a record $2.9 billion, an 18% increase over 2009 results,

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due to growth in Real Estate Services in all three of our geographic segments and in most major product categories. As economic conditions in our markets generally improved in 2010, we saw significant growth in our transactional revenues as our Leasing revenue increased 27% in local currency and Capital Markets and Hotels revenues increased 51%. Property and Facility Management revenues also increased 11%. LaSalle Investment Management was the only segment with lower revenue in 2010, decreasing 3% in local currency due to a reduction in advisory fees.

              We reported net income of $154 million for the year, compared to a net loss of $4 million in 2009. We continued to maintain a strong balance sheet in 2010 as we used our robust cash flow to reduce total net debt by $250 million and retained our investment grade rating.

              Our stock price continued to build on the 118% recovery that began in 2009 as it increased from the beginning of 2010 to the end by 36% (in each case, not including dividends). As the cumulative total shareholder return table in our 2010 Annual Report on Form 10-K indicates, the total return to our shareholders (which takes into account and assumes reinvestment of dividends) over the five years ended December 31, 2010, has outperformed that of CB Richard Ellis Group, Inc. and Grubb & Ellis Company (taken together) by 69% and has outperformed the S&P 500 by 55%.

              We are also proud of a number of accomplishments across our businesses, including:

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Expansion of our global footprint as we opened new offices in Cairo, Vancouver and Zurich;

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Establishment of 60 new client assignments in our Corporate Solutions business, with expansion of 32 existing client relationships and renewal of 32 other client contracts;

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Hiring of experienced producers into key markets and into our Capital Markets and Hotels businesses; and

•

Successful capital raising by LaSalle Investment Management of $5 billion of net new equity, including the largest portfolio takeover in our history with the £1.7 billion Royal Mail pension fund separate account in the United Kingdom.

              We continued to receive recognition from outside the Company reflecting the quality of our people and the services we provide our clients. As examples among others, during 2010 and so far in 2011:

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Our client, Procter & Gamble, awarded us its Top Global Performing Partners Excellence Award for 2010;

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The U.S. Environmental Protection Agency named us Energy Star® Partner of the Year for both 2010 and 2011;

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At the 2010 Euromoney Real Estate Awards, we earned Best Advisory & Consultancy Firm awards for Central and Eastern Europe, Italy, Russia, Turkey and Mexico;

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Euromoney also named LaSalle Investment Mangement as Best Investment Manager globally and Best Investment Manager in Asia;

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In 2011 and for the fourth consecutive year, the Ethisphere Institute named us as "One of the World's Most Ethical Companies;"

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We were selected as one of the world's 100 top outsourcing providers by the International Association of Outsourcing Professionals;

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In 2011, Fortune Magazine named us as one of the World's Most Admired Companies, and from various publications we received "Best Places to Work" honors in 11 U.S. markets and also in Spain, Germany and Ireland; and

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•

We received a Gold Award from the Mayor of London's Green 500 Awards for the work that our Upstream and other energy and sustainability colleagues have performed.

              Each of our three Real Estate Services operating segments experienced significant revenue and operating improvement over the prior year:

•

The Americas revenue grew to more than $1.2 billion, 22% over 2009, with a 72% increase in operating income, due primarily increased transactional activities in Leasing, Capital Markets and Hotels and new client wins and expansions in Property and Facility Management;

•

Asia Pacific's annual revenue of $679 million was up 17% in local currencies over 2009, with a 45% increase in operating income, as transactional revenues from Leasing, Capital Markets and Hotels increased across most countries in the region; and

•

EMEA's revenue of $729 million increased by 17% from the prior year in local currencies, as transaction volumes across improved in our largest markets due to significantly improved economic conditions. Its operating income of $20 million compared to a $9.7 million loss the prior year.

              Our LaSalle Investment Management segment continued to face a challenging operating environment as its advisory fees of $238 million decreased by 3% in local currencies from the prior year. However, transaction and incentive fees of $20 million showed an increase of 2% from 2009, and operating income margin improved to 19.1% in 2010, up from 17.6% the prior year.

              We believe the annual incentive compensation of our respective Named Executive Officers appropriately reflected our consolidated results as well as the results of our respective business segments. Although incentive compensation improved over 2009 levels, the performance-based framework of our program is reflected in that our aggregate incentive compensation has still not returned to the levels of 2007, a year where our Company experienced excellent markets and robust profitability.

              The incentive compensation of each of our Chief Executive Officer, Mr. Dyer, and our Chief Operating and Financial Officer, Ms. Martin, was higher in 2010 than in 2009, which we believe was warranted by the Company's improved financial performance and its emergence from the global financial crisis in an improved competitive position which has poised the organization for future market share gains. Under their leadership, the Company has maintained a strong balance sheet and its investment grade rating, which are increasingly important differentiators in the marketplace as clients entering into longer-term outsourcing arrangements want to be confident in the financial viability of their service providers.

              While the incentive compensation of the Regional Chief Executive Officers for our Americas, Asia-Pacific and EMEA Real Estate Services segments, Messrs. Roberts, Hughes and Ulbrich, showed relative strength based on how their businesses had performed, the incentive compensation of the Regional Chief Executive Officer of LaSalle Investment Management, Mr. Jacobson, was only modestly higher, reflecting a balancing between (1) his segment's flat revenue and profitability in the face of challenging real estate investment markets worldwide and (2) strong margin improvement over 2009 and excellent capital raising efforts during 2010.

              We feel strongly that our Named Executive Officers continued to provide excellent and well-coordinated leadership to the firm during 2010, displaying confident and steady guidance during the market recovery, which continues to be inconsistent from one country to another and which has

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experienced various exogenous shocks as the result of multiple natural disasters and political uncertainties particularly in the Middle East. Their efforts (1) enhanced the Company's financial position, (2) maintained expense discipline, (3) drove market share gains in key markets and service lines and (4) promoted innovation in service offerings designed to differentiate our firm within a highly competitive business environment. They also consistently displayed the important "tone at the top" that is critical to maintain a high level of integrity, which is also a differentiator for clients who want to have the confidence of knowing that their service providers can be trusted to act with the highest ethical standards. Accordingly, we believe the Company has emerged from the worst of the global recession in a very solid overall position relative to our competitors in terms of (1) the strength of our balance sheet, (2) the quality of our people and services, (3) the balance of our geographic reach, (4) our overall ability to serve the needs of our clients through leveraging the power of our global platform and (5) our corporate social responsibility.

              We also believe that during 2010 our Chief Executive Officer, Mr. Dyer, performed very well on the strategic objectives we established for him at the beginning of 2010. Under Mr. Dyer's leadership, the Company continues to outperform its peers according to many indicia, not the least of which is our stock price, which continued to rebound strongly during 2010 and outperformed both the broader market and our industry peer group. We have remained impressed with Mr. Dyer's professionalism, ability to provide guidance from both the strategic and implementation perspectives, collaborative nature and reliable integrity, all of which continued to add significant value to the organization as it navigates the uncertain waters of the global economy. He has been an excellent leader of our Global Executive Committee, which interacts in a constructive and communicative way to the benefit of all of the firm's constituencies.

              We believe, therefore, that the total compensation levels of our Named Executive Officers for 2010 were reasonable and appropriate given the Company's achievements overall and by each of the individual business segments. We also believe that the manner in which we delivered the compensation to the executives for their 2010 performance continued to motivate them to perform at a very high level within dynamic and challenging markets, both for our clients and for the benefit of our shareholders.

             Determination of 2010 Base Salaries.    The base salaries for our Named Executive Officers have not increased for a number of years, which is consistent with our overall efforts to hold down fixed compensation costs across the Company to the extent possible. We did, however, restore the base salaries of each of Messrs. Roberts and Hughes, both of whom had voluntarily reduced their base compensation during 2009 consistent with compensation management programs in their respective business segments.

             Determination of 2010 Annual Incentives.    During the first quarter of 2010, we established the maximum annual incentives that would be available for the financial portion of the compensation for all of the Named Executive Officers to be equal to 9.5% of total 2010 net income (adjusted to exclude restructuring charges and certain non-cash co-investment impairments to the extent permitted by the Committee). We did not do this to create a pool of incentives, but rather as a first step toward determining the respective individual incentives for each Named Executive Officer. We did, however, establish a minimum level of $50 million of net income in order for there to be any funding of annual incentives. Given that the Company's actual net income for 2010 totaled approximately $154 million, the total maximum available annual incentive for the financial portion was ultimately determined to be $14.63 million.

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              The maximum annual incentives that would then be available for the non-financial portion of the compensation for all of the Named Executive Officers were set at 1.8% of net income, ultimately determined to be $2,700,000. We next established the individual performance goals for each of our Named Executive Officers under our IPMP system. We designed the performance goals so that their achievement would align with the Company's overall strategic goals and with specific goals established for each of our respective business segments.

              Therefore, the combined total maximum annual incentives available for our Named Executive Officers for 2010 was ultimately determined to be $17.33 million.

              In early 2011, the Committee evaluated the Company's overall 2010 financial performance against the budget for the year. The Committee then reviewed the extent to which each of the Named Executive Officers had accomplished the individual strategic objectives that had been established for him or her at the beginning of the year. We also took into account the other amounts of compensation being paid under the GEC LTIP or, in the case of Mr. Jacobson, the LIM LTIP, and considered total compensation on a relative basis across all of the Named Executive Officers. We then assigned annual incentive amounts to each Named Executive Officer, in each case exercising some level of negative discretion relative to the maximum amounts that we had previously established. We also allocated the annual incentive for each Named Executive Officer in terms of cash, the mandatory number of restricted stock units that would vest in 18 and 30 months, and the number of additional restricted stock units that would vest in 3 and 5 years. In the aggregate for the financial and non-financial portions, we paid $14.85 million in annual incentives to the Named Executive Officers.

              The table below summarizes the plan funding limits that we established at the beginning of the year versus the actual incentives we ultimately awarded for the performance achieved in 2010.

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              The following table indicates the material (but not necessarily all) factors we took into account in establishing the financial and non-financial portions of the annual incentives for each of our Named Executive Officers.

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              After the evaluation and deliberation we described above, the Committee decided in its judgment to pay the annual incentive and bonus amounts shown in the Summary Compensation Table.

             Determination of 2010 GEC LTIP Awards.    The GEC LTIP generated a total funding pool of $5,300,000 in respect of 2010 performance for the Named Executive Officers other than Mr. Jacobson. This reflected over-performance versus the target amount of $5,000,000 that had been established. The methodology for determining the GEC LTIP pool for 2010 is set forth in the table below, which indicates the specific performance measures we used, how the Company actually performed against those measures and the compensation funding that resulted for distribution to the plan participants. Of the total amount funded, Mr. Dyer received a 30% share, Ms. Martin a 20% share and each of Messrs. Hughes, Roberts and Ulbrich a 15% share.

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