X0305 4 2012-05-31 0000025232 COUSINS PROPERTIES INC CUZ 0001176400 HANCE JAMES H JR 191 PEACHTREE STREET SUITE 500 ATLANTA GA 30303 1 Common Stock 2012-05-31 4 A 0 6673 7.4924 A 68163 D Common Stock 2012-06-01 4 M 0 595 0 A 68758 D Common Stock 2012-06-01 4 D 0 595 7.4486 D 68163 D Phantom Stock 2012-06-01 4 M 0 595 0 D 2010-06-01 2013-06-01 Common Stock 595 595 D Half of the 2012-2013 director annual retainer was paid in stock under the Cousins Properties Incorporated 2009 Incentive Stock Plan. For the purpose of determining the number of shares granted, the value of the Corporation's common stock is equal to the average closing price on each trading day during the 30 calendar day period ending May 31, 2012. 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. 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 separation from service as a member of the Board. /s/ Kristin R. Myers, by Power of Attorney 2012-06-04