COUSINS PROPERTIES INC — Director's Dealing 2009

Feb 12, 2009

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2008-12-31

Reporting Person: GIORNELLI LILLIAN C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-15	Common Stock	G	7836	—	Acquired	56926	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	298311	Direct

Footnotes

F1: Includes 809 shares of restricted stock awarded under the Cousins Properties Incorporated (CPI) 1999 Incentive Stock Plan. These shares will vest 25% per year on each anniversary date of the grant as previously disclosed, 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 if the Director's service as a member of the CPI Board of Directors terminates, unless separation is due to death.

F2: Shares held as custodian for the reporting person's minor children under the Uniform Gifts to Minors Act.