COUSINS PROPERTIES INC — Director's Dealing 2010

Jun 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COUSINS PROPERTIES INC (CUZ)
CIK: 0000025232
Period of Report: 2010-06-01

Reporting Person: BOWLES ERSKINE B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-06-01	Common Stock	A	7008	$7.1345	Acquired	23084	Direct
2010-06-01	Common Stock	M	594	—	Acquired	23678	Direct
2010-06-01	Common Stock	D	594	$7.854	Disposed	23084	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-06-01	Phantom Stock	$	A	2546	Acquired	2013-06-01	Common Stock (2546)	Direct
2010-06-01	Stock Options (Right to Buy)	$7.51	A	6000	Acquired	2020-06-01	Common Stock (6000)	Direct
2010-06-01	Phantom Stock	$	M	594	Disposed	2013-06-01	Common Stock (594)	Direct

Footnotes

F1: Stock granted in lieu of cash for director's fees under the Cousins Properties Incorporated 2009 Incentive Stock Plan (2009 Plan). Under the 2009 Plan, the price is 95% of the closing price on the day of issuance.

F2: Includes 405 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.

F3: 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.

F4: 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 100% on the third anniversary of the grant date. 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.

F5: 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.