X0202 4 2005-12-15 0000025232 COUSINS PROPERTIES INC CUZ 0001231794 MCCOLL JOHN S 2500 WINDY RIDGE PARKWAY SUITE 1600 ATLANTA GA 30339 0 1 0 0 Senior Vice President Common Stock 2005-12-15 4 F 0 379 28.65 D 71607 D Common Stock 2005-12-15 4 F 0 516 28.69 D 71091 D Common Stock 450 I As Trustee for children Common Stock 5759 I By Profit Sharing Plan Shares held by the reporting person as beneficiary in the Company's Profit Sharing Plan. Shares withheld from the vesting of restricted stock to pay the reporting person's tax liability as provided under the Cousins Properties Incorporated 1999 Incentive Stock Plan. Shares held as trustee in a trust for the benefit of the reporting person's children. Includes 9,020 shares awarded under Cousins Properties Incorporated (CPI) 1999 Incentive Stock Plan. The shares will be paid in any event if the employee is employed approximately six years from the grant date. Such shares may be awarded earlier as follows: (i) In three years if Funds from Operations Per Shares ("FFOPS") has grown 15% per annum; (ii) In four years if FFOPS has grown by 14% per annum; and (iii) In five years if FFOPS has grown 13% per annum. All shares not paid will forfeit upon termination of employment. Includes 9,079 shares of restricted stock awarded under the CPI 1999 Incentive Stock Plan. These shares will vest 25% per year on each anniversary date of the grant, and CPI will hold these shares until such shares become vested. While the shares are being held prior to vesting, the reporting person will have the right to receive all cash dividends and to vote the restricted shares. All unvested shares will forfeit upon termination of employment. John S. McColl 2005-12-19