EXECUTIVE BENEFIT SERVICES, INC





 


 










                                                                                                                                    Exhibit 10.25


 


ADOPTION AGREEMENT


 


                        THIS
AGREEMENT is the adoption by Parkway Properties, Inc. (the
"Employer") of the Executive Nonqualified Excess Plan ("Plan"). 






W I T N E S S E T H:




                        WHEREAS,
the Employer desires to adopt the Plan as an unfunded, nonqualified deferred
compensation plan; and




WHEREAS, the provisions of the Plan are intended to
comply with the requirements of Section 409A of the Code and the regulations
thereunder, and shall apply to amounts deferred after January 1, 2005, and to
amounts deferred under the terms of any predecessor plan; and  




                        NOW, THEREFORE, the Employer
hereby adopts the Plan in accordance with the terms and conditions set forth in
this Adoption Agreement:






ARTICLE I




                        Terms
used in this Adoption Agreement shall have the same meaning as in the Plan,
unless some other meaning is expressly herein set forth.  The Employer hereby
represents and warrants that the Plan has been adopted by the Employer upon
proper authorization and the Employer hereby elects to adopt the Plan for the
benefit of its Participants as referred to in the Plan.  By the execution of
this Adoption Agreement, the Employer hereby agrees to be bound by the terms of
the Plan. 






1
























ARTICLE II




The
Employer hereby makes the following designations or elections for the purpose
of the Plan:






2.6       Committee:  The duties of the Committee set forth in the Plan
shall be satisfied by:


XX       (c)        Other (specify):  Compensation
Committee.






2.7       Compensation:  The "Compensation" of a Participant shall mean all
of a Participant's: 




                        XX       (f)         Other:
 Deferred Share Units and Dividend Equivalents (as


                                                            defined
in Appendix).






2.8       Crediting
Date:  The Deferred Compensation
Account of a Participant shall be credited with the amount of any Participant
Deferral to such account at the time designated below: 




XX       (f)         Any business day on which
Participant Deferrals are received by the Provider.






2.12     Effective Date:




           
 XX       (b)        This is an amendment and restatement of a plan named
 Parkway




                                    Properties,
Inc. Deferred Compensation Plan with an
effective date of 


                                   
 December 15, 2002.   The Effective Date of this
amended and restated Plan is January 1, 2005.  This is amendment number
 1.






2.18     Normal
Retirement Age:  The Normal
Retirement Age of a Participant shall be: 




XX       (a)        Age  65.




XX       (c)        Other:  Early Retirement: 
Attainment of age 55.








2.22     Participating
Employer(s):  As of the Effective
Date, the following Participating Employer(s) are parties to the Plan: 






	
  Name of Employer

  	

  	
  Address

  	

  	
  Telephone No.

  	

  	
  EIN

  
	
   	
   	
   	
   	
   	
   	
   
	
   

  	
   

  	
   188 East Capitol Street 

  	
   

  	
   

  	
   

  	
   

  
	
   Parkway Properties, Inc.	
   	
  Suite 1000
	
   	
  (601) 948-4091
	
   	
  72-1344324

	
   

   

  	
   

  	
   

  Jackson, MS  39201

  	
   

  	
   

  	
   

  	
   

  






 


 2
























2.24     Plan:  The name of the Plan as applied to the Employer is Parkway
Properties, Inc. Deferred Compensation Plan.






2.25     Plan
Administrator:  The Plan
Administrator shall be:




XX       (c)        Other:  Compensation Committee.






2.27     Plan Year:  The Plan Year shall end each year on the last day of the month of December.







2.35     Trust:





XX       (a)      The Employer does desire to
establish a "rabbi" trust for the purpose of setting aside assets of the
Employer contributed thereto for the payment of benefits under the Plan.






4.1       Participant Deferral Credits:  Subject to the limitations in Section 4.1 of the
Plan, a Participant may elect to have his Compensation (as selected in Section
2.7 of this Adoption Agreement) deferred within the annual limits below by the
following percentage or amount as designated in writing to the Committee: 




XX     
(d)        Other:  Deferred Share Units (See Appendix).






4.2       Employer Credits:  The Employer will make Employer Credits in the
following manner:




XX       (d)        Employer Credits not allowed.






5.3       Death
of a Participant:  If the Participant
dies while in Service, the Employer shall pay a benefit to the Beneficiary in
an amount equal to the vested balance in the Deferred Compensation Account of
the Participant determined as of the date payments to the Beneficiary commence,
plus:




XX       (c)        No additional benefits.






5.4       In-Service
Distributions:  In-service accounts
are permitted under the Plan:




            XX       (a)        Yes,
with respect to:


XX       Participant
Deferral Credits only.




                                    In-service
distributions may be made in the following manner:


XX       Single lump sum payment.


                        XX       Annual
installment payments over no more than 5 years.


                                                                             3


























                                    If applicable, amounts not vested at the specified
time of distribution will be:


                                    XX       Forfeited,
unless the grant provides for a later possible vesting


                                                date.






 






5.5       Education
Distributions:  Education accounts are permitted under the Plan:






 




            XX       (a)       Yes, with
respect to:


XX       Participant
Deferral Credits only.




 




Education distributions may be made in
the following manner:


XX       Single lump sum payment.


XX       Annual installment payments over 4
years.




 




                                    If applicable, amounts not vested at the specified
time of distribution will be:


XX       Forfeited,
unless the grant provides for a later possible vesting   date.






 






5.6       Change
in Control:  May a participant elect to receive distributions under the
Plan upon


a
Change in Control?




 




XX       (b)        Participants may not elect to have
accounts distributed upon a Change in 


Control.






6.1       Payment
Options:  Any benefit payable under
the Plan upon a Qualifying Distribution Event may be made to the Participant or
his Beneficiary (as applicable) in any of the following payment forms, as
selected by the Participant in the Participant Deferral Agreement:




Payment shall be made in cash except for Deferred Share Units, payment
of which shall be made in shares of common stock, $0.001 par value of the
Employer.




1.         Separation from Service
other than Retirement (Retirement
is defined by the Employer) 


                        XX       (a)        A lump sum in cash as soon as practicable
following the date of the Qualifying Distribution Event.




2.         Separation from Service due
to Retirement 


                        XX       (a)        A lump sum in cash as soon as practicable
following the date of the Qualifying Distribution Event.




            3.         Death


                        XX       (a)        A lump sum in cash as soon as practicable
following the date of the Qualifying Distribution Event.


                                                                             4


























4.         Disability 


XX       (c)        Other:
No payment on disability.




5.         Change in Control


XX       (d)        Not
applicable.






6.2       De
Minimis Amounts.  Notwithstanding any
payment election made by the Participant, the vested balance in the Deferred
Compensation Account of the Participant will be distributed in a single lump
sum payment if the payment accompanies the termination of the Participant's
entire interest in the Plan and the amount of such payment does not exceed $ 10,000.






7.         Vesting: 
See Appendix. 






14.       Amendment and
Termination of Plan: The provisions of the Appendix to this Adoption Agreement
supersede any contrary or conflicting provisions of this Adoption Agreement or
the Plan Document.






17.9     Construction:  The provisions of the Plan and Trust (if any) shall
be construed and enforced according to the laws of the State of Maryland,
except to the extent that such laws are superseded by ERISA and the applicable
provisions of the Code.






IN
WITNESS WHEREOF, this Agreement has been executed as of the day and year first
above stated. 




                                                                                            Parkway
Properties, Inc.


                                                                                            Name
of Employer




                                                                                            By:
                                                                              


                                                                                                 
Authorized Person


                                                                                            Date:_____________________________________
















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