X0202 4 2006-02-20 0000025232 COUSINS PROPERTIES INC CUZ 0001056731 GELLERSTEDT LAWRENCE L III 2500 WINDY RIDGE PARKWAY SUITE 1600 ATLANTA GA 30339 0 1 0 0 SVP-President Office/Multi-Fam Phantom Stock 2006-02-20 4 A 0 100000 0 A 2011-02-20 2011-02-20 Common Stock 100000 100000 D Award of restricted stock units under the Cousins Properties Incorporated (CPI) 2005 Restricted Stock Unit Plan. Each unit represents a right to receive a payment in cash equal to the fair market value of one share of CPI's common stock as of the date payment is due under the Plan. These units will vest 100% on the fifth anniversary date of the grant if certain performance criteria are met and the reporting person is continuously employed by CPI. While the units are being held prior to vesting, the reporting person will not have the right to receive cash dividends and will not have shareholder rights. Lawrence L. Gellerstedt III 2006-02-22