LaSalle Investment Management Long-Term Incentive Compensation Plan (As Amended and Restated and Effectiveas of January 1, 2008)

Performance

Measurement:

Performance for purposes of the Plan will be evaluated using the following three LIM financial performance measures:

1) Modified Cash Flow (“MCF”)

This component of the Plan is designed to recognize the value added that the Company receives from LIM’s entire business, including performance/incentive fees. MCF is defined as PGOI less equity earnings.

2) Modified Base Cash Flow (“MBCF”)

This component of the Plan is designed to recognize the value that the Company receives from enhancing LIM’s core advisory revenues and the resulting margins. MBCF is defined as MCF less incentive fees net of any related team incentive bonus.

3) Pre-Global Operating Income (“PGOI”)

This component of the Plan includes all expenses related to the operation of LIM, including allocations, deferred compensation expenses associated with existing conditional share and Stock Ownership Plan (“SOP”) awards as well as all amortized expenses under the Plan.

These performance measures are intended to conform to current Company accounting and financial standards as reflected in its financial statements under generally accepted accounting principles. All direct expenses will be included in the calculation of the above performance measures, including one time charges, integration and acquisition related costs and allocation of a portion of expenses where LIM benefits directly.

When appropriate in his discretion, the Company CEO reserves right to make adjustments for income or expense items that are not consistent with the strategic purposes or operation of the Plan (for example, activities related to mergers and acquisitions or a single extraordinary or material transaction).

Award

Determination:

Minimum

Performance

Requirements:

Performance

Sharing

Rates:

Initial point allocations are made to LIM employees who are not eligible to participate in any other Company long term incentive program or to receive other stock awards that may be made to other employees on a periodic basis (“Senior Participants”).

LIM employees that participate in other variable compensation programs may be allocated points at the beginning of the year to motivate performance during the period (“Annual Participants”). The LIM CEO shall ensure that reasonable efforts are taken to identify new Annual Participants for initial point allocations by either promoting participation in the Plan from within LIM or the Company, or as a result of hiring new employees from outside of the Company to maximize the prospects of achieving LIM’s growth opportunities.

Any unallocated points that remain at the end of a given year may be used on a discretionary basis to reward current employees who may have previously been selected to participate in the Plan or to new employees.

Forfeited points that were assigned to Senior Participants or Annual Participants during the year may also be reallocated to other employees, as recommended by the LIM CEO and approved by the Company CEO.

Any remaining points may be allocated to Senior Participants or Annual Participants at the end of the year based on the LIM CEO’s assessment of each person’s relative contributions and approved by the Company CEO.

Form of

Awards:

The intent of this long-term incentive program is to ensure there is an appropriate degree of alignment between the Company and LIM relative to the achievement of strategic business initiatives. While the Company recognizes that this Plan is necessary given the highly competitive labor market in which it operates, the Company also appreciates that LIM’s success can materially and favorably effect the overall performance of the Company. LIM’s success, as supported by this Plan, will benefit employees and shareholders alike.

In turn, both the Company and LIM understand that LIM must always act in the best interests of its clients, and select service providers that LIM believes are the most qualified to meet the needs of its clients. Companies that provide property management and leasing as well as transactional services are among these service providers. In support of the Company’s overall mission, LIM will endeavor to use affiliated service providers when the qualifications of same are market-leading and conflicts do not exist relative to understandings that may exist with a client. An active dialogue will occur between LIM and the Company to ensure this desired strategic alignment is honored.

The Plan will be administered by or under the discretion of the Committee. Subject to the provisions of the Company’s SAIP, the Company’s CEO in his discretion, shall have the authority to approve eligibility to participate in the Plan and to establish the terms and conditions under which the awards become payable. In addition, the Company shall have the authority to delegate such of its duties and authority under the Plan, including calculation of performance results.

As the Plan is a Variable Compensation Plan contemplated by the Company’s SAIP, Awards under the Plan will be administered as performance based awards under the SAIP. The Plan shall be interpreted by the Committee and such interpretations shall be final.