**Exhibit10.2**

**CHANGEIN CONTROL AGREEMENT**

AGREEMENT byand between Parkway Properties, Inc., a Maryland corporation (the"Company"), with offices at One Jackson Place, Suite 1000, 188 EastCapitol Street, Jackson, Mississippi 39201-2195, and _______________ (the"Executive"), an individual residing at ____________________, datedas of __________.

WHEREAS, theCompany recognizes that the current business environment makes it difficult toattract and retain highly qualified executives unless a certain degree ofsecurity can be offered to such individuals against organizational andpersonnel changes which frequently follow changes in control of a corporation;and

WHEREAS, evenrumors of acquisitions or mergers may cause executives to consider major careerchanges in an effort to assure financial security for themselves and theirfamilies; and

WHEREAS, theCompany desires to assure fair treatment of its executives in the event of aChange in Control (as defined below) and to allow them to make critical careerdecisions without undue time pressure and financial uncertainty, therebyincreasing their willingness to remain with the Company notwithstanding theoutcome of a possible Change in Control transaction; and

WHEREAS, theCompany recognizes that its executives will be involved in evaluating ornegotiating any offers, proposals or other transactions which could result inChanges in Control of the Company and believes that it is in the best interestof the Company and its stockholders for such executives to be in a position,free from personal financial and employment considerations, to be able toassess objectively and pursue aggressively the interests of the Company'sstockholders in making these evaluations and carrying on such negotiations; and

WHEREAS, theBoard of Directors (the "Board") of the Company believes it isessential to provide the Executive with compensation arrangements upon a Changein Control which provide the Executive with individual financial security andwhich are competitive with those of other corporations, and in order toaccomplish these objectives, the Board has caused the Company to enter intothis Agreement.

NOW THEREFORE,the parties, for good and valuable consideration and intending to be legallybound, agree as follows:

1.                 Operation and Term of Agreement.  This Agreement shall beeffective immediately upon its execution.  This Agreement may be terminated bythe Company upon 24 months' advance written notice to the Executive; provided,however, that after a Change in Control of the Company during the termof this Agreement, this Agreement shall remain in effect until all of theobligations of the parties under the Agreement are satisfied and the ProtectionPeriod has expired.  Prior to a Change in Control this Agreement shallimmediately terminate upon termination of the Executive's employment or uponthe Executive's ceasing to be an elected officer of the Company. 

2.                 Certain Definitions.  For purposes of this Agreement, thefollowing words and phrases shall have the following meanings:

         (a)          "Cause" shall mean (i) the continued failure by the Executiveto perform his material responsibilities and duties toward the Company (otherthan any such failure resulting from the Executive's incapacity due to physicalor mental illness), (ii) the engaging by the Executive in willful or recklessconduct that is demonstrably injurious to the Company monetarily or otherwise,(iii) the conviction of the Executive of a felony, or (iv) the commission oromission of any act by the Executive that is materially inimical to the bestinterests of the Company and that constitutes on the part of the Executivecommon law fraud or malfeasance, misfeasance, or nonfeasance of duty; provided,however, that "cause" shall not include the Executive's lackof professional qualifications.  For purposes of this Agreement, an act, orfailure to act, on the Executive's part shall be considered "willful"or "reckless" only if done, or omitted, by him not in good faith andwithout reasonable belief that his action or omission was in the best interestof the Company.  The Executive's employment shall not be deemed to have beenterminated for "cause" unless the Company shall have given ordelivered to the Executive (A) reasonable notice setting forth the reasons forthe Company's intention to terminate the Executive's employment for"cause," (B) a reasonable opportunity, at any time during the 30-dayperiod after the Executive's receipt of such notice, for the Executive,together with his counsel, to be heard before the Board, and (C) a Notice ofTermination (as defined in Section 10 below) stating that, in the good faithopinion of not less than a majority of the entire membership of the Board, theExecutive was guilty of the conduct set forth in clauses (i), (ii), (iii) or(iv) of the first sentence of this Section 2(a).

(b)              "Change in Control" shall mean a change in control of a naturethat would be required to be reported in response to Item 6(e) of Schedule 14Aof Regulation 14A promulgated under the Securities and Exchange Act of 1934, asamended (the "Exchange Act"), whether or not the Company is thensubject to such reporting requirements; provided that, without limitation, sucha Change in Control shall be deemed to have occurred if (a) any"person" (as such term is used in section 13(d) and 14(d) of theExchange Act) is or becomes "beneficial owner" (as defined in Rule13d-3 under the Exchange Act), directly or indirectly, of securities of theCompany representing 30 percent or more of the combined voting power of theCompany's then outstanding securities; or (B) during any period of twoconsecutive years, the following persons (the "Continuing Directors")cease for any reason to constitute a majority of the Board:  individuals who atthe beginning of such period constitute the Board and new Directors each ofwhose election to the Board or nomination for election to the Board by theCompany's security holders was approved by a vote of at least two-thirds of theDirectors then still in office who either were Directors at the beginning ofthe period or whose election or nomination for election was previously soapproved; or (C) the security holders of the Company approve a merger orconsolidation of the Company with any other corporation, other than (i) amerger or consolidation that would result in the voting securities of theCompany outstanding immediately before the merger or consolidation continuingto represent (either by remaining outstanding or by being converted into votingsecurities of the Company or of such surviving entity outstanding immediatelyafter such merger or consolidation or (ii) a merger of consolidation that isapproved by a Board having a majority of its members persons who are ContinuingDirectors, of which Continuing Directors not less than two-thirds have approvedthe merger or consolidation; or (D) the security holders of the Company approvea plan of complete liquidation of the Company or an agreement for the sale ordisposition by the Company of all or substantially all of the Company's assets.

(c)               "Code" shall mean the Internal Revenue Code of 1986, asamended.

(d)              "Disability," for purposes of this Agreement, shall mean totaldisability as defined in any long-term disability plan sponsored by the Companyin which the Executive participates, or, if there is no such plan or it doesnot define such term, then it shall mean the physical or mental incapacity ofthe Executive that prevents him from substantially performing the duties of theoffice or position to which he was elected or appointed by the Board for aperiod of at least 180 days and the incapacity is expected to be permanent andcontinuous through the Executive's 65th birthday.

(e)               The "Change in Control Date" shall be any date during the termof this Agreement on which a Change in Control occurs.  Anything in thisAgreement to the contrary notwithstanding, if the Executive's employment orstatus as an elected officer with the Company is terminated within six monthsbefore the date on which a Change in Control occurs, and it is reasonablydemonstrated that such termination (i) was at the request of a third party whohas taken steps reasonably calculated or intended to effect a Change in Controlor (ii) otherwise arose in connection with or anticipation of a Change inControl, then for all purposes of this Agreement the "Change in ControlDate" shall mean the date immediately before the date of such termination.

(f)                "Good Reason" means:

         (i)           the assignment to the Executive within the Protection Period of anyduties inconsistent in any respect with the Executive's position (includingstatus, offices, titles and reporting requirements, authority, duties orresponsibilities), or any other action that results in a diminution in suchposition, authority, duties, or responsibilities excluding for this purpose anisolated, insubstantial, and inadvertent action not taken in bad faith and thatis remedied by the Company promptly after receipt of notice given by theExecutive;

(ii)               a reduction by the Company in the Executive's base salary in effectimmediately before the beginning of the Protection Period or as increased fromtime to time after the beginning of the Protection Period;

(iii)              a failure by the Company to maintain plans providing benefits at leastas beneficial as those provided by any benefit or compensation plan (including,without limitation, any incentive compensation plan, bonus plan or program,retirement, pension or savings plan, life insurance plan, health and dentalplan or disability plan) in which the Executive is participating immediatelybefore the beginning of the Protection Period, or any action taken by theCompany that would adversely affect the Executive's participation in or reducethe Executive's opportunity to benefit under any of such plans or deprive theExecutive of any material fringe benefit enjoyed by him immediately before thebeginning of the Protection Period; provided, however, that areduction in benefits under the Company's tax-qualified retirement, pension, orsavings plans or its life insurance plan, health and dental plan, disabilityplans or other insurance plans, which reduction applies generally toparticipants in the plans and has a de minimis effect on the Executiveshall not constitute "Good Reason" for termination by the Executive;

(iv)             the Company's requiring the Executive, without the Executive's writtenconsent, to be based at any office or location in excess of 50 miles from hisoffice location immediately before the beginning of the Protection Period,except for travel reasonably required in the performance of the Executive'sresponsibilities;

(v)               any purported termination by the Company of the Executive's employmentfor Cause otherwise than as referred to in Section 10 of this Agreement; or

(vi)             any failure by the Company to obtain the assumption of the obligationscontained in this Agreement by any successor as contemplated in Section 9(c) ofthis Agreement.

(g)               "Parent" means any entity that directly or indirectly throughone or more other entities owns or controls more than 50 percent of the votingstock or common stock of the Company.

(h)               "Protection Period" means the period beginning on the Changein Control Date and ending on the last day of the 20th calendar month followingthe Change in Control Date.

(i)                 "Subsidiary" means a company 50 percent or more of the votingsecurities of which are owned, directly or indirectly, by the Company.

3.                 Benefits Upon Termination Within a Protection Period.  If, duringa Protection Period, the Executive's employment is terminated by the Companyother than for Cause or Disability or other than as a result of the Executive'sdeath or if the Executive terminates his employment for Good Reason, the Companyshall, subject to Section 7, pay to the Executive in a lump sum in cash within10 days after the date of termination the aggregate of the following amounts:

(a)               The Executive's full base salary and vacation pay (for vacation nottaken) accrued but unpaid through the date of termination at the rate in effectat the time of the termination; and

(b)              A lump sum severance payment in an amount equal to 1.667 times theExecutive's "Annual Compensation."  For purposes of this Agreement,"Annual Compensation" shall be an amount equal to the average for thethree year period ending on the December 31 prior to the Change in Control Dateof (i) the Executive's annual base salary from the Company and its Subsidiariesplus (ii) the amount of bonus accrued by the Company for the Executive; and

(c)               Within 30 days of the date of termination, upon surrender by theExecutive of his outstanding options to purchase common shares of the Company("Common Shares") granted to the Executive by the Company (the"Outstanding Options") and any stock appreciation rights("SARs"), an amount in respect of each Outstanding Option and SAR(whether vested or not) equal to the difference between the exercise price ofsuch Outstanding Options and SARs and the higher of (x) the fair market valueof the Common Shares at the time of such termination (but not less than theclosing price for the Common Shares on the New York Stock Exchange, or suchother national stock exchange on which such shares may be listed, on the lasttrading day such shares traded prior to the date of termination), and (y) thehighest price paid for Common Shares or, in the cases of securities convertibleinto Common Shares or carrying a right to acquire Common Shares, the highest effectiveprice (based on the prices paid for such securities) at which such securitiesare convertible into Common Shares or at which Common Shares may be acquired,by any person or group whose acquisition of voting securities has resulted in aChange in Control of the Company; provided, however, that thisSection 3(c) shall not apply to the surrender of any Outstanding Option that isan incentive stock option (within the meaning of section 422 of the Code).

4.                 Executive's Right to Leave Employment.  At any time during thesix month period following a Change in Control Date, the Executive shall havethe right to terminate the Executive's employment with the Company at theExecutive's sole discretion (the "Executive Termination Right").  Inthe event the Executive exercises the Executive Termination Right, the Companyshall pay the Executive in a lump sum in cash within 10 days after the date oftermination the aggregate of the following amounts:

(a)               The amounts set forth in Sections 3(a) and 3(c); and

(b)              0.8335 times the Executive's Annual Compensation.

5.                 Non-exclusivity of Rights.  Nothing in this Agreement shallprevent or limit the Executive's continuing or future participation in anybenefit, bonus, incentive, or other plans, practices, policies, or programsprovided by the Company or any of its Subsidiaries and for which the Executivemay qualify, nor shall anything in this Agreement limit or otherwise affectsuch rights as the Executive may have under any stock option or otheragreements with the Company or any of its Subsidiaries.  Amounts that arevested benefits or that the Executive is otherwise entitled to receive underany plan, practice, policy, or program of the Company or any of itsSubsidiaries at or subsequent to the date of termination shall be payable in accordancewith such plan, practice, policy, or program; provided, however,that the Executive shall not be entitled to severance pay, or benefits similarto severance pay, under any plan, practice, policy, or program generallyapplicable to employees of the Company or any of its Subsidiaries.

6.                 Full Settlement; No Obligation to Seek Other Employment; LegalExpenses.  The Company's obligation to make the payments provided for inthis Agreement and otherwise to perform its obligations under this Agreementshall not be affected by any set-off, counterclaim, recoupment, defense, orother claim, right, or action that the Company may have against the Executiveor others.  The Executive shall not be obligated to seek other employment ortake any other action by way of mitigation of the amounts payable to theExecutive under any of the provisions of this Agreement.  The Company agrees topay, upon written demand by the Executive, all legal fees and expenses theExecutive may reasonably incur as a result of any dispute or contest(regardless of outcome) by or with the Company or others regarding the validityor enforceability of, or liability under, any provision of this Agreement.  Inany such action brought by the Executive for damages or to enforce anyprovisions of this Agreement, he shall be entitled to seek both legal andequitable relief and remedies, including, without limitation, specificperformance of the Company's obligations under this Agreement, in his solediscretion.

7.                 Cut Back in Benefits.  Notwithstanding any other provision ofthis Agreement, the cash lump sum payment and other benefits otherwise to beprovided pursuant to Sections 3 and 4 of this Agreement (the "SeveranceBenefit") shall be reduced as described below if the Net After-Tax Benefit(as defined below) the Executive would realize would be greater with thereduction than without the reduction.  The Net After-Tax Benefit is the sum ofthe parachute payments (within the meaning of section 280G of the Code) payableto the Executive under this Agreement and all other plans, practices, policies,or programs of the Company, reduced by the federal, state, and local incometaxes payable with respect to the parachute payments and any excise tax imposedon the Executive with respect to the parachute payments under section 4999 ofthe Code.  If the Net After-Tax Benefit would be greater with the reduction,then the Severance Benefit shall be reduced, but only to the extent required toavoid the imposition on the Executive of any excise tax under section 4999 ofthe Code.  Tax counsel designated in the manner described below shall make alldeterminations required for the purposes of this Section 7, including thedetermination of which payments or benefits are parachute payments, the valueof the parachute payments, the amount of Net After-Tax Benefit realizable withand without a reduction, and the amount of the reduction required to avoid theexcise tax.  All determinations shall be made in accordance with sections 280Gand 4999 and other relevant provisions of the Code.  Tax counsel shall bedesignated as follows:  the Executive and the Company shall each designate aparty to serve as co-tax counsel.  The co-tax counsel shall endeavor to agreeupon the determinations required for the purposes of this Section 7, but ifthey have not done so by the end of the tenth business day following the changein control, the accounting firm that was the independent auditor of the Companyimmediately before the change in control shall designate a third party to serveas successor tax counsel, and all of its determinations shall prevail. TheCompany shall determine which  elements of the Severance Benefit shall bereduced, if necessary to conform to the provisions of this Section.  TheCompany shall be responsible for payment of the fees charged by all partiesserving as tax counsel (whether as co-tax counsel or otherwise) and by theaccounting firm for services rendered in connection with this Section.

8.                 Confidential Information.  The Executive shall hold in afiduciary capacity for the benefit of the Company all secret or confidentialinformation, knowledge, or data relating to the Company or any of itsSubsidiaries, and their respective businesses, obtained by the Executive duringthe Executive's employment by the Company or any of its Subsidiaries and thathas not become public knowledge (other than by acts of the Executive or hisrepresentatives in violation of this Agreement).  After the date of terminationof the Executive's employment with the Company, the Executive shall not,without the prior written consent of the Company, communicate or divulge anysuch information, knowledge, or data to anyone other than the Company and thosedesignated by it.  In no event shall an asserted violation of the provisions ofthis Section 8 constitute a basis for deferring or withholding any amountsotherwise payable to the Executive under this Agreement.

9.                 Successors.

(a)               This Agreement is personal to the Executive and without the priorwritten consent of the Company shall not be assignable by the Executiveotherwise than by will or the laws of descent and distribution.  This Agreementshall inure to the benefit of and be enforceable by the Executive's legalrepresentatives or successor(s) in interest.  The Executive may designate asuccessor (or successors) in interest to receive any and all amounts due theExecutive in accordance with this Agreement should the Executive be deceased atany time of payment.  Such designation of successor(s) in interest shall bemade in writing and signed by the Executive, and delivered to the Companypursuant to Section 13(b).  This Section 9(a) shall not supersede anydesignation of beneficiary or successor in interest made by the Executive, orseparately covered, under any other plan, practice, policy, or program of theCompany.

(b)              This Agreement shall inure to the benefit of and be binding upon theCompany and its successors and assigns.

(c)               The Company will require any successor (whether direct or indirect, bypurchase, merger, consolidation, or otherwise) to all or substantially all ofthe business or assets of the Company and any Parent of the Company or anysuccessor and without regard to the form of transaction utilized to acquire thebusiness or assets of the Company, to assume expressly and agree to performthis Agreement in the same manner and to the same extent that the Company wouldbe required to perform it if no such succession or parentage had taken place. As used in this Agreement, "Company" shall mean the Company asdefined above and any successor to its business or assets as aforesaid (and anyParent of the Company or any successor) that is required by this clause toassume and agree to perform this Agreement or which otherwise assumes andagrees to perform this Agreement.

10.             Notice of Termination.  Any termination of the Executive'semployment by the Company for Cause or by the Executive for Good Reason shallbe communicated by Notice of Termination to the other party given in accordancewith Section 13(b) of this Agreement.  For purposes of this Agreement, a "Noticeof Termination" means a written notice that (i) indicates the specifictermination provision in this Agreement relied upon, (ii) sets forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination of the Executive's employment under the provision so indicated, and(iii) if the date of termination is other than the date of receipt of suchnotice, specifies the termination date (which date shall be not more than 15days after the giving of such notice).  The failure by the Executive to setforth in the Notice of Termination any fact or circumstance that contributes toa showing of Good Reason shall not waive any right of the Executive under thisAgreement or preclude the Executive from asserting such fact or circumstance inenforcing his rights.

11.             Requirements and Benefits if Executive Is Employee of Subsidiary ofCompany.  If the Executive is an employee of any Subsidiary of the Company,he shall be entitled to all of the rights and benefits of this Agreement asthough he were an employee of the Company and the term "Company"shall be deemed to include the Subsidiary by whom the Executive is employed. The Company guarantees the performance of its Subsidiary under this Agreement.

12.             Arbitration.  The Company and the Executive shall attempt toresolve between them any dispute that arises under this Agreement.  If theycannot agree within ten days after either party submits a demand forarbitration to the other party, then the issue shall be submitted toarbitration with each party having the right to appoint one arbitrator andthose two arbitrators mutually selecting a third arbitrator.  The rules of theAmerican Arbitration Association for the arbitration of commercial disputesshall apply and the decision of two of the three arbitrators shall be final. The arbitrators must reach a decision within 60 days after the selection of thethird arbitrator.  The arbitration shall take place in Jackson, Mississippi. The arbitrators shall apply Mississippi law.

13.             Miscellaneous.

(a)               This Agreement shall be governed by and construed in accordance with thelaws of the State of Mississippi, without reference to principles of conflictof laws.  The captions of this Agreement are not part of the provisions hereofand shall have no force or effect.  This Agreement may not be amended ormodified otherwise than by a written agreement executed by the parties or theirrespective successors and legal representatives.

(b)              All notices and other communications under this Agreement shall be inwriting and shall be given by hand delivery to the other party or by registeredor certified mail, return receipt requested, postage prepaid, to the addressesfor each party as first written above or to such other address as either partyshall have furnished to the other in writing in accordance with this Section. Notices and communications to the Company shall be addressed to the attentionof the Company's Corporate Secretary.  Notice and communications shall beeffective when actually received by the addressee.

(c)               Whenever reference is made in this Agreement to any specific plan orprogram of the Company, to the extent that the Executive is not a participantin the plan or program or has no benefit accrued under it, whether vested orcontingent, as of the Change in Control Date, then such reference shall be nulland void, and the Executive shall acquire no additional benefit as a result ofsuch reference.

(d)              The invalidity or unenforceability of any provision of this Agreementshall not affect the validity or enforceability of any other provision of thisAgreement.

(e)               The Company may withhold from any amounts payable under this Agreementsuch Federal, state, or local taxes as shall be required to be withheldpursuant to any applicable law or regulation.

(f)                The Executive's failure to insist upon strict compliance with anyprovision of this Agreement shall not be deemed to be a waiver of suchprovision or any other provision.

(g)               Upon a termination of the Executive's employment or upon the Executive'sceasing to be an elected officer of the Company, in each case, prior to theChange in Control Date, there shall be no further rights under this Agreement.

(h)               This Agreement shall supersede and replace any previous agreementbetween the Executive and the Company relating to a possible Change in Controlof the Company.

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IN WITNESS WHEREOF, the Executive has set his hand to this Agreementand, pursuant to the authorization from the Board, the Company has caused thisAgreement to be executed as of the day and year first above written.

PARKWAYPROPERTIES, INC.

By  __________________________________________ 

EXECUTIVE

__________________________________________