SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PARKWAY PROPERTIES OFFICE FUND II, L.P.

SECOND AMENDMENT TO

LIMITED PARTNERSHIP AGREEMENT OF

PARKWAY PROPERTIES OFFICE FUND II, L.P.

THIS SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PARKWAY PROPERTIES OFFICE FUND II , L.P. (the "Partnership"), a Delaware limited partnership ("Amendment") is made as of August 8th, 2012 by and among, PPOF II, LLC, a Delaware limited liability company, as the sole general partner of the Partnership ("General Partner"), Parkway Properties LP, a Delaware limited partnership ("Parkway"), and Teacher Retirement System of Texas, a public pension fund and public entity of the State of Texas ("TRST" and together with Parkway, the "Limited Partners").  The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the "Partners".

WHEREAS, the Partnership intends to acquire through Investment Vehicles that certain (i) unimproved real property located at ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇▇▇ ▇▇), (▇▇) parcel of land and improvements thereon located at ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Parking Structure), and (iii) leasehold interest in a parcel of land and improvements thereon located at ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇ ▇▇▇▇▇▇▇▇), each in the City of Tempe, Maricopa County, Arizona ("▇▇▇▇▇▇ ▇▇▇▇▇ Acquisition").

WHEREAS, the Partners executed that certain Limited Partnership Agreement of Parkway Properties Office Fund, L.P. dated as of May 14, 2008, as amended by that certain First Amendment dated April 10 , 2011 (as amended, the "Partnership Agreement").

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Capitalized Terms.  All capitalized terms used herein but not defined herein shall

have the meaning given to such terms in the Partnership Agreement.

2. Capital Commitment.  The Partners have agreed to increase the Capital Commitment by a total of Twenty Million Dollars ($20,000,000.00) to be funded seventy percent (70%) by TRST ($14,000,000) and thirty percent (30%) by Parkway ($6,000,000).  This increase in the Committed Capital is being provided for the acquisition and improvement of the property being acquired in connection with the ▇▇▇▇▇▇ ▇▇▇▇▇ Acquisition and Capital Contributions of such increased Committed Capital may only be used for permitted purposes under the Partnership Agreement, as amended, directly in connection with the ▇▇▇▇▇▇ ▇▇▇▇▇ Acquisition.

3. ▇▇▇▇▇▇ ▇▇▇▇▇ Acquistion.  The Investment Period shall be extended for the sole purpose of including the closing of the ▇▇▇▇▇▇ ▇▇▇▇▇ Acquisition.

4. Conflicts.  In recognition of TRST's increase of its Capital Commitment, the General Partner makes the representations, warranties and other statements in Section 14.4(b) of the Partnership Agreement with respect to TRST's increased Capital Commitment.  For the purpose of such representations, warranties and other statements, Exhibit E of the Partnership Agreement is hereby deleted and shall be replaced in its entirety with Exhibit E attached hereto.

5. Exhibit F.  Exhibit F of the Partnership Agreement is hereby deleted and shall be replaced in its entirety with Exhibit F attached hereto.

6. No Other Amendments.  In all other respects the Partnership Agreement shall remain in full force and effect as executed by the Partners. Except as expressly stated in this Amendment, all other terms and provisions of the Partnership Agreement shall apply to the ▇▇▇▇▇▇ ▇▇▇▇▇ Acquisition.

7. Facsimile/PDF Signatures.  In order to expedite the execution of this Amendment, telecopied or PDF signatures may be used in place of original signatures on this Amendment.  Partners intend to be bound by the signatures on the telecopied or PDF document, are aware that the other party will rely on such signatures, and hereby waive any defenses to the enforcement of the terms of this Amendment based on the form of signature.

8. Counterparts.  This Amendment may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.

Signatures to follow on next page

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

GENERAL PARTNER:	PPOF II, LLC, a Delaware limited liability company By:__________________________ Name:________________________ Title:_________________________ By:__________________________ Name:________________________ Title:_________________________
PARKWAY:	PARKWAY PROPERTIES LP, a Delaware limited partnership By:  Parkway Properties General Partners, Inc., a Delaware corporation, its sole general partner By:__________________________ Name:________________________ Title:_________________________ By:__________________________ Name:________________________ Title:_________________________
TRST:	TEACHER RETIREMENT SYSTEM OF TEXAS, a public pension fund and public entity of the State of Texas By:__________________________ Name:________________________ Title:_________________________

EXHIBIT E

TRS Persons

(8/7/12)

Board of Trustees (Terms Expire August 31, 20xx)
R. ▇▇▇▇▇ ▇▇▇▇▇, Chairman (2017)	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (2011)*	▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (2011)*
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (2011)*	Charlotte ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (2013)	▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (2013)
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (2013)	▇▇▇▇ ▇▇▇▇▇ (2015)	▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (2015)
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (2015)	T. ▇▇▇▇▇ Charleston (2017)	▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (2017)

*Recently exited trustees.

Executive, Legal, Investment and Selected Staff
▇▇▇▇▇▇, ▇▇▇▇	▇▇▇▇▇, ▇▇▇▇▇▇	▇▇▇▇, ▇▇▇	▇▇▇▇▇▇, ▇.▇.	▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇	▇▇▇▇▇▇, Wm. ▇▇▇▇▇▇	▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
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▇▇▇▇▇, ▇▇▇▇▇ ▇.	▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇	▇▇▇▇▇, ▇▇▇	▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇	▇▇▇▇▇▇, ▇▇▇▇▇▇	▇▇▇▇▇▇, ▇▇▇	▇▇▇▇▇▇, ▇▇▇▇▇▇▇	▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇, ▇▇▇▇	▇▇▇▇▇▇, ▇▇▇	▇▇▇▇▇▇, ▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇	▇▇▇▇▇▇▇▇, ▇▇▇▇-▇▇▇▇▇▇	▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇	▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇, ▇▇▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇	Pan, ▇▇▇▇▇▇▇▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇	▇▇▇▇▇▇▇▇▇, ▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇, ▇▇▇▇▇▇	▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇
▇▇▇▇▇▇, ▇▇▇	▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇, ▇▇▇	▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇	▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇	▇▇▇▇▇, ▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇▇▇	Pia, ▇▇▇▇▇▇▇	▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇	▇▇▇▇▇, ▇▇▇▇	▇▇▇▇, ▇▇▇▇	▇▇▇▇, ▇▇▇▇▇▇▇▇▇	▇▇▇▇▇▇, ▇▇▇▇▇▇
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▇▇▇▇, ▇▇▇▇▇▇	▇▇▇▇▇▇▇▇, ▇▇▇▇	▇▇▇, ▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇	▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇	▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇	▇▇▇▇▇▇, ▇▇▇▇	▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇	▇▇▇, ▇▇▇▇▇	▇▇▇▇, ▇▇▇▇▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇	▇▇, ▇▇▇▇▇▇▇▇	▇▇▇▇▇, ▇▇▇▇	▇▇▇▇▇▇, ▇▇▇▇	▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇, ▇▇▇▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇▇▇▇, ▇▇▇▇	▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇	▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
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▇▇▇▇▇, ▇▇▇▇▇▇▇▇	▇▇▇▇▇, ▇▇▇▇▇▇▇ (▇▇▇▇▇)	▇▇▇▇▇, ▇▇▇▇▇▇	▇▇▇▇, ▇▇▇▇▇▇▇	▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇	▇▇▇▇▇▇, ▇▇▇▇▇▇	▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇, ▇▇▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇	▇▇▇▇, ▇▇▇▇	▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇	▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇	▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇▇▇	▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇	▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇	▇▇▇▇, ▇▇▇▇▇ E.	Melesenko, ▇▇▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇	▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇	▇▇▇▇, ▇▇▇▇▇▇
	▇▇▇▇▇, ▇▇▇▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇, ▇▇▇▇▇▇▇

TRS Persons - Continued (8/7/12)

Investment Contractors
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇	Gold, ▇▇▇▇▇▇▇	▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇▇▇▇, ▇▇▇▇
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▇▇▇▇▇▇▇, West	▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇	▇▇▇▇▇, ▇▇▇▇	▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇	▇▇▇▇▇▇▇, ▇▇▇▇	Van Eenemaan, ▇▇▇▇▇

Investment Consultants and Advisors
Firm or Individual's Name	Function
▇▇▇▇▇▇ EnnisKnupp  (▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇'▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇)	Pension Plan (investment consultant to board)
▇▇▇▇▇▇▇▇ ▇▇▇▇ Associates LLC (▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇)	Pension Plan (investment consultant for private equity)
Albourne America LLC (▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇)	Pension Plan (investment consultant for hedge funds)
Leading Edge Investment Advisors LLC (▇▇▇▇▇▇▇ ▇▇▇)	Pension Plan (investment consultant for emerging managers)
BlackRock Investment Management LLC (Arslan Mian, ▇▇▇▇▇ ▇▇▇▇▇)	Pension Plan (investment consultant for private equity co-investments)
The ▇▇▇▇▇▇▇▇ Group, Inc. (▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇)	Pension Plan (investment consultant – real estate)
▇▇▇▇▇ ▇▇▇▇▇, Ph.D.	Investment consultant to board

Investment Counsel
Firm Name	Lawyers
Fulbright & ▇▇▇▇▇▇▇▇ LLP	D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, L.L.P.	▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP	▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ Sale, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇

EXHIBIT F

LIST OF PRIMARY EXECUTIVE OFFICERS OF PARKWAY AND PARKWAY PROPERTIES, INC.

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇	President and Chief Executive Officer
▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇	Executive Vice President
▇▇▇▇▇ ▇. ▇▇▇▇▇▇	Executive Vice President
M. ▇▇▇▇▇▇ ▇▇▇▇▇▇	Executive Vice President
▇▇▇▇▇ ▇. ▇▇▇▇	Executive Vice President