X0303 4 2011-02-16 0000025232 COUSINS PROPERTIES INC CUZ 0001056731 GELLERSTEDT LAWRENCE L III 191 PEACHTREE STREET SUITE 3600 ATLANTA GA 30303 1 President & CEO Common Stock 2011-02-16 4 M 0 3730 0 A 162214 D Common Stock 2011-02-16 4 D 0 3730 8.55 D 158484 D Common Stock 1665 I By Profit Sharing Plan Phantom Stock 2011-02-16 4 M 0 3730 0 D 2010-02-16 2013-02-16 Common Stock 3730 7459 D Award of restricted stock units under Cousins Properties Incorporated (CPI) 2005 Restricted Stock Unit Plan. Each unit represents a right to receive a payment in cash equal to the average of the closing price of CPI's common stock on each trading day during the 30 day period ending on the date payment is due under the plan. These units will vest 25% per year on each anniversary date of the grant, with units being 100% vested in year 4 of the grant term. Unforfeited shares held prior to vesting will earn dividends paid annually but will not have shareholder rights. All unvested shares will forfeit upon termination of employment. Restricted stock units were granted under the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan (the 2005 RSU Plan) and have vested as to 25% of the total units granted. As required under the 2005 RSU Plan, the vested units were settled for cash from CPI. Each restricted stock unit is the economic equivalent of one share of CPI common stock. Includes 75,485 restricted stock awarded under the Cousins Properties Incorporated (CPI) 1999 and 2009 Incentive Stock Plans. 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. /s/ Lawrence L. Gellerstedt III 2011-02-17