EXHIBIT 10.1
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                        FIFTH AMENDMENT TO THE
                    JONES LANG LASALLE INCORPORATED
                  1997 STOCK AWARD AND INCENTIVE PLAN



     WHEREAS, Jones Lang LaSalle Incorporated (f/k/a/ LaSalle Partners
Incorporated) (the "Company") maintains the 1997 Stock Award And Incentive
Plan, as amended (the "Plan").

     WHEREAS, the Company has determined that amending the Plan in certain
respects is in the best interest of the Company.

     WHEREAS, Section 10(e) of the Plan provides for amendment of the
Plan, and the Board of Directors of the Company and the Stockholders of the
Company have approved the amendment to the Plan set forth herein.


     NOW THEREFORE, the Plan has been amended effective May 14, 2001 as
follows:

     1.    Section 5 of the Plan is hereby amended by deleting the number
"4,160,000" in the first sentence thereof and replacing it with the number
"8,610,000."

     2.    Capitalized terms used but not defined in this Amendment shall
have the respective meanings assigned to them in the Plan.  Except as
herein modified, all the terms, conditions and provisions of the Plan are
hereby ratified, confirmed and carried forward.