8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):      December 8, 2004

Cousins Properties Incorporated
(Exact name of registrant as specified in its charter)

Georgia
(State or other jurisdiction of incorporation)

0-3576
(Commission File Number)

58-0869052
(IRS Employer Identification Number)

2500 Windy Ridge Parkway, Atlanta, Georgia 30339-5683
(Address of principal executive offices)

Registrant’s telephone number, including area code: (770) 955-2200

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On December 8, 2004, the Cousins Properties Incorporated (“Cousins”) Compensation, Succession, Nominating and Governance Committee (the “Committee”) of the Board of Directors approved the award of restricted stock and stock options to various employees of Cousins pursuant to the terms and conditions of the 1999 Incentive Stock Plan approved by the shareholders and previously filed by Cousins, as well as the additional terms and conditions of the Restricted Stock Certificate, Key Employee Incentive Stock Option Option Certificate and Key Employee Non-Incentive Stock Option Option Certificate, forms of which are filed as exhibits to this Form 8-K and incorporated by reference herein.

In addition, the Committee approved the award of annual incentive cash bonuses for the 2004 fiscal year to certain executive officers. The awards were made pursuant to an annual incentive bonus program adopted by the Committee in March 2004, which is not set forth in a written agreement. The awards were made based on Cousins’ achievement of corporate performance goals for fiscal year 2004 and the assessed contribution of the executive to Cousins’ success. The annual incentive compensation goals for 2004 included: level of Funds From Operations Per Share achieved for the year; investment properties’ percentage leased; residential lots sold; level of investments in new projects; various cost control measures; and level of property sales. The amount of each award is based on the target bonus set by the Committee for each executive officer for fiscal year 2004.

The Committee also approved similar annual incentive cash bonus targets for fiscal year 2005. The 2005 awards will be made based on Cousins’ achievement of corporate performance goals for fiscal year 2005 and the assessed contribution of the executive to Cousins’ success. The Committee has not yet set the performance goals for fiscal year 2005.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

          The following exhibits are filed herewith:

Exhibit No.	Description
10.1	Form of Key Employee Incentive Stock Option Option Certificate (1999 Incentive Stock Plan)
10.2	Form of Key Employee Non-Incentive Stock Option Option Certificate (1999 Incentive Stock Plan)
10.3	Form of Restricted Stock Certificate (1999 Incentive Stock Plan)

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 10, 2004
	COUSINS PROPERTIES INCORPORATED
	By:	/s/ James A. Fleming
		James A. Fleming
		Executive Vice President and Chief Financial Officer

Exhibit No.	Description
10.1	Form of Key Employee Incentive Stock Option Option Certificate (1999 Incentive Stock Plan)
10.2	Form of Key Employee Non-Incentive Stock Option Option Certificate (1999 Incentive Stock Plan)
10.3	Form of Restricted Stock Certificate (1999 Incentive Stock Plan)

EX-10.1

EXHIBIT 10.1

COUSINS PROPERTIES INCORPORATED
KEY EMPLOYEE
INCENTIVE STOCK OPTION
OPTION CERTIFICATE

THIS OPTION CERTIFICATE evidences that a stock option (“Option”) has been granted under the Cousins Properties Incorporated 1999 Incentive Stock Plan, as amended (“Plan”), to Key Employee as of the Award Date for the purchase of the Awarded Number of Shares of Stock at the Option Price per share, all as defined below and all subject to the terms and conditions set forth in § 1 through § 11 Exhibit A of this Option Certificate.

“Key Employee”:	<<Name>>
“Award Date”:	<<Date>>
“Awarded Number of Shares of Stock”:	<<Shares>>
“Option Price per Share”:	<<Dollar>>
“Vesting Period”:	<<Vesting-Period>>

COUSINS PROPERTIES INCORPORATED
BY:
	TITLE: Senior Vice President

OPTION CERTIFICATE

EXHIBIT A

     § 1. Plan. The Option is subject to all the terms and conditions set forth in the Plan for an ISO, and all of the capitalized terms not otherwise defined in this Option Certificate shall have the same meaning in this Option Certificate as in the Plan. A copy of the Plan will be made available to Key Employee upon written request to the corporate Secretary of CPI.

     § 2. Status as ISO. CPI intends that the Option qualify for any special income tax benefits under § 422 of the Code. Therefore, CPI intends that the exercise of the Option will not constitute a taxable event to Key Employee for federal income tax purposes (other than for computing Key Employee’s alternative minimum tax) and that CPI will not receive an income tax deduction at exercise for federal income tax purposes for the amount that Key Employee includes in income.

     § 3. Accrual of Exercise Right. The right to exercise the Option granted by this Option Certificate shall (subject to the special rules in § 5) accrue and become exercisable in equal increments on each annual anniversary of the Award Date over the Vesting Period so long as Key Employee remains continuously in the employ of “Cousins” through such anniversary date, where for purposes of this Option Certificate the term “Cousins” means either CPI, CREC, a Parent, a Preferred Stock Subsidiary or a Subsidiary or any combinations of such organizations. The aggregate number of shares of Stock subject to exercise on any date shall equal the excess, if any, of the number of whole shares of Stock as to which the right to exercise then has accrued over the number of whole shares of Stock for which the Option has been exercised. The Option may be exercised in whole or in part at any time with respect to whole shares of Stock as to which the exercise right has accrued as of that time; provided, however, that the Option may not be exercised for fewer than twenty-five (25) shares of Stock unless the total number of shares of Stock which can be purchased under the Option at the time of such exercise is fewer than twenty-five (25), in which event the Option shall be exercised for the total number of such shares.

     § 4. Life of Option. The Option shall expire when exercised in full; provided, however, the Option shall expire, to the extent not exercised in full, on the date which is the tenth anniversary of Award Date, or, if earlier, on the date provided under § 5 of this Option Certificate.

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     § 5. Special Rules.

(a) Termination of Employment. Except as provided in § 5(b) or § 5(c) of this Option Certificate, in the event that Key Employee’s employment by or with Cousins is terminated for any reason on any date, Key Employee’s the accrued right under § 3 of this Option Certificate to exercise the Option shall expire immediately and automatically on the last day of the earlier of (A) the twelve (12) consecutive month period which immediately follows the date of Key Employee’s employment terminates or (B) the period described in § 4 of this Option Certificate; provided, however, that in the event Key Employee’s employment is terminated on any date (l) by Cousins for “cause” (as determined by the Committee in its discretion and) or (2) by Key Employee without the written consent of the Committee, the Option shall expire immediately and automatically on such date and shall be of no further force and effect with respect to any shares of Stock not purchased before such date.

For purposes of determining whether Key Employee’s employment by or with Cousins has terminated,

     (1) a transfer of employment between or among the organizations which constitute Cousins shall not be treated as a termination of Key Employee’s employment with Cousins,

     (2) if Key Employee is employed solely by any organization which constitutes Cousins other than CPI, the termination of CPI’s ownership interest in such organization or the sale of all or substantially all of the assets of such organization shall be treated as a termination of Key Employee’s employment with Cousins, and

     (3) Key Employee’s commencement of a leave of absence from Cousins shall not be treated as a termination of Key Employee’s continuous employment with Cousins, provided such leave of absence is approved in writing by the Committee.

(b) Death. In the event that Key Employee (l) dies while employed by Cousins or (2) dies while he or she has a right to exercise the Option under § 5(a)(A) of this Option Certificate, Key Employee’s right to exercise the Option under § 5(a)(A) shall be extended and thereafter shall expire immediately and automatically on the last day of the twelve (12) consecutive month period immediately following the date of Key Employee’s death. In the event that Key Employee dies while employed by Cousins, Key Employee’s rights under § 3 shall be determined as if he or she had remained in the employ of Cousins throughout the Vesting Period.

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(c) Change in Control. If (1) there is a Change in Control of CPI on any date and the Plan and the Option are continued in full force and effect or there is an assumption of the Plan and the Option in connection with such Change in Control and (2) Key Employee’s employment with Cousins terminates for any reason within the two-year period starting on the date of the Change in Control, then the Option shall become 100% exercisable by Key Employee on the date his or her employment so terminates (without regard to § 3 of this Option Certificate) in accordance with § 15 of the Plan as in effect on the Award Date and shall be exercisable in accordance with § 5(a) of this Option Certificate. If there is a Change in Control of CPI on any date and the Plan and the Option are not continued in full force and effect or there is no assumption of the Plan and the Option in connection with such Change in Control, (A) the Option shall become 100% exercisable by Key Employee (without regard to § 3 of this Option Certificate) in accordance with § 15 of the Plan as in effect on the Award Date on a date selected by the Board which shall provide Key Employee a reasonable opportunity to exercise his or her Option and (B) the Option may then be canceled unilaterally by the Board immediately before the date of the Change in Control.

     § 6. Method of Exercise. Key Employee may (subject to the conditions of this option Certificate) exercise the Option in whole or in part (before the date the Option expires) on any normal business day of CPI by (1) delivering to CPI at its principal place of business in Atlanta, Georgia a written notice (addressed to its corporate Secretary or Chief Financial Officer) of the exercise of such Option and (2) simultaneously paying the Option Price to CPI in cash or in Stock which has been held by Key Employee for at least six (6) months and which is otherwise acceptable to the Committee, or in any combination of cash or such Stock acceptable to the Committee. Any payment made in Stock shall be treated as equal to the Fair Market Value of such Stock on the date the properly endorsed certificate for such Stock is delivered to CPI.

     § 7. Non-Transferability. The Option is not transferable (absent the Committee’s consent) by Key Employee other than by will or by the applicable laws of descent and distribution, and the Option (absent the Committee’s consent) shall be exercisable during Key Employee’s lifetime only by Key Employee. The person or persons to whom the Option is transferred by will or by the applicable laws of descent and distribution thereafter shall be treated as the Key Employee under this Option Certificate.

     § 8. Resale of Shares Acquired by Exercise of Option. Upon the receipt of shares of Stock as a result of the exercise of the Option, Key Employee shall, if so requested by CPI, hold such shares of Stock for investment

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and not with a view of resell or distribution to the public and, if so requested by CPI, shall deliver to CPI a written statement satisfactory to CPI to that effect.

     § 9. Not Contract; No Shareholder Rights; Construction of Option Certificate. This Option Certificate (1) shall not be deemed a contract of employment, (2) shall not give Key Employee any rights of any kind or description whatsoever as a shareholder of CPI as a result of the grant of the Option or his or her exercise of the Option before the date of the actual delivery of Stock subject to the Option to Key Employee, (3) shall not confer on Key Employee any rights upon his or her termination of employment in addition to those rights expressly set forth in this Option Certificate, and (4) shall be construed exclusively in accordance with the laws of the State of Georgia.

     § 10. Other Conditions. If so requested by CPI upon the exercise of the Option, Key Employee shall (as a condition to the exercise of the Option) enter into any other agreement or make such other representations prepared by CPI which in relevant part will restrict the transfer of Stock acquired pursuant to the exercise of this Option and will provide for the repurchase of such Stock by CPI under certain circumstances.

     § 11. Tax Withholding. Key Employee shall have the right to satisfy any applicable, minimum federal and state withholding requirements arising out of the exercise of the Option by electing to (1) have CPI withhold shares of Stock that otherwise would be transferred to such Key Employee as a result of the exercise of such option, (2) deliver to CPI cash, (3) deliver to CPI previously owned shares of Stock to the extent necessary to satisfy such requirement or (4) any combination of the foregoing; provided, however, that any such election may be made by Key Employee only if such election shall not be subject to Section 16(b) of the 1934 Act, and any shares of Stock delivered to CPI shall have been held by Key Employee for at least six months. To the extent Key Employee does not satisfy such income tax or other applicable withholding requirements by withholding or delivering shares of Stock, CPI shall have the right upon the exercise of the Option to take such action as it deems necessary or appropriate to satisfy any income tax or other applicable, minimum withholding requirements.

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EX-10.2

EXHIBIT 10.2

COUSINS PROPERTIES INCORPORATED
KEY EMPLOYEE
NON-INCENTIVE STOCK OPTION
OPTION CERTIFICATE

THIS OPTION CERTIFICATE evidences that a stock option (“Option”) has been granted under the Cousins Properties Incorporated 1999 Incentive Stock Plan, as amended (“Plan”), to Key Employee as of the Award Date for the purchase of the Awarded Number of Shares of Stock at the Option Price per share, all as defined below and all subject to the terms and conditions set forth in § 1 through § 11 Exhibit A of this Option Certificate.

“Key Employee”:	<<Name>>
“Award Date”:	<<Date>>
“Awarded Number of Shares of Stock”:	<<Shares >>
“Option Price per Share”:	<<Dollar >>
“Vesting Period”:	<<Vesting-Period>>

COUSINS PROPERTIES INCORPORATED
BY:
	TITLE: Senior Vice President

OPTION CERTIFICATE

EXHIBIT A

     § 1. Plan. The Option is subject to all the terms and conditions set forth in the Plan for a Non-ISO, and all of the capitalized terms not otherwise defined in this Option Certificate shall have the same meaning in this Option Certificate as in the Plan. A copy of the Plan will be made available to Key Employee upon written request to the corporate Secretary of CPI.

     § 2. Status as Non-ISO. CPI intends that the Option not qualify for any special income tax benefits under § 422 of the Code. Therefore, CPI intends that the exercise of the Option constitute a taxable event to Key Employee for federal income tax purposes and that CPI receive an income tax deduction for federal income tax purposes for the amount that Key Employee includes in income.

     § 3. Accrual of Exercise Right. The right to exercise the Option granted by this Option Certificate shall (subject to the special rules in § 5) accrue and become exercisable in equal increments on each annual anniversary of the Award Date over the Vesting Period so long as Key Employee remains continuously in the employ of “Cousins” through such anniversary date, where for purposes of this Option Certificate the term “Cousins” means either CPI, CREC, a Parent, a Preferred Stock Subsidiary or a Subsidiary or any combinations of such organizations. The aggregate number of shares of Stock subject to exercise on any date shall equal the excess, if any, of the number of whole shares of Stock as to which the right to exercise then has accrued over the number of whole shares of Stock for which the Option has been exercised. The Option may be exercised in whole or in part at any time with respect to whole shares of Stock as to which the exercise right has accrued as of that time; provided, however, that the Option may not be exercised for fewer than twenty-five (25) shares of Stock unless the total number of shares of Stock which can be purchased under the Option at the time of such exercise is fewer than twenty-five (25), in which event the Option shall be exercised for the total number of such shares.

     § 4. Life of Option. The Option shall expire when exercised in full; provided, however, the Option shall expire, to the extent not exercised in full, on the date which is the tenth anniversary of Award Date, or, if earlier, on the date provided under § 5 of this Option Certificate.

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     § 5. Special Rules.

(a) Termination of Employment. Except as provided in § 5(b) or § 5(c) of this Option Certificate, in the event that Key Employee’s employment by or with Cousins is terminated for any reason on any date, Key Employee’s the accrued right under § 3 of this Option Certificate to exercise the Option shall expire immediately and automatically on the last day of the earlier of (A) the twelve (12) consecutive month period which immediately follows the date of Key Employee’s employment terminates or (B) the period described in § 4 of this Option Certificate; provided, however, that in the event Key Employee’s employment is terminated on any date (l) by Cousins for “cause” (as determined by the Committee in its discretion and) or (2) by Key Employee without the written consent of the Committee, the Option shall expire immediately and automatically on such date and shall be of no further force and effect with respect to any shares of Stock not purchased before such date.

For purposes of determining whether Key Employee’s employment by or with Cousins has terminated,

     (1) a transfer of employment between or among the organizations which constitute Cousins shall not be treated as a termination of Key Employee’s employment with Cousins,

     (2) if Key Employee is employed solely by any organization which constitutes Cousins other than CPI, the termination of CPI’s ownership interest in such organization or the sale of all or substantially all of the assets of such organization shall be treated as a termination of Key Employee’s employment with Cousins, and

     (3) Key Employee’s commencement of a leave of absence from Cousins shall not be treated as a termination of Key Employee’s continuous employment with Cousins, provided such leave of absence is approved in writing by the Committee.

(b) Death. In the event that Key Employee (l) dies while employed by Cousins or (2) dies while he or she has a right to exercise the Option under § 5(a)(A) of this Option Certificate, Key Employee’s right to exercise the Option under § 5(a)(A) shall be extended and thereafter shall expire immediately and automatically on the last day of the twelve (12) consecutive month period immediately following the date of Key Employee’s death. In the event that Key Employee dies while employed by Cousins, Key Employee’s rights under § 3 shall be determined as if he or she had remained in the employ of Cousins throughout the Vesting Period.

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(c) Change in Control. If (1) there is a Change in Control of CPI on any date and the Plan and the Option are continued in full force and effect or there is an assumption of the Plan and the Option in connection with such Change in Control and (2) Key Employee’s employment with Cousins terminates for any reason within the two-year period starting on the date of the Change in Control, then the Option shall become 100% exercisable by Key Employee on the date his or her employment so terminates (without regard to § 3 of this Option Certificate) in accordance with § 15 of the Plan as in effect on the Award Date and shall be exercisable in accordance with § 5(a) of this Option Certificate. If there is a Change in Control of CPI on any date and the Plan and the Option are not continued in full force and effect or there is no assumption of the Plan and the Option in connection with such Change in Control, (A) the Option shall become 100% exercisable by Key Employee (without regard to § 3 of this Option Certificate) in accordance with § 15 of the Plan as in effect on the Award Date on a date selected by the Board which shall provide Key Employee a reasonable opportunity to exercise his or her Option and (B) the Option may then be canceled unilaterally by the Board immediately before the date of the Change in Control.

     § 6. Method of Exercise. Key Employee may (subject to the conditions of this option Certificate) exercise the Option in whole or in part (before the date the Option expires) on any normal business day of CPI by (1) delivering to CPI at its principal place of business in Atlanta, Georgia a written notice (addressed to its corporate Secretary or Chief Financial Officer) of the exercise of such Option and (2) simultaneously paying the Option Price to CPI in cash or in Stock which has been held by Key Employee for at least six (6) months and which is otherwise acceptable to the Committee, or in any combination of cash or such Stock acceptable to the Committee. Any payment made in Stock shall be treated as equal to the Fair Market Value of such Stock on the date the properly endorsed certificate for such Stock is delivered to CPI.

     § 7. Non-Transferability. The Option is not transferable (absent the Committee’s consent) by Key Employee other than by will or by the applicable laws of descent and distribution, and the Option (absent the Committee’s consent) shall be exercisable during Key Employee’s lifetime only by Key Employee. The person or persons to whom the Option is transferred by will or by the applicable laws of descent and distribution thereafter shall be treated as the Key Employee under this Option Certificate.

     § 8. Resale of Shares Acquired by Exercise of Option. Upon the receipt of shares of Stock as a result of the exercise of the Option, Key Employee shall, if so requested by CPI, hold such shares of Stock for investment

Page 4

and not with a view of resell or distribution to the public and, if so requested by CPI, shall deliver to CPI a written statement satisfactory to CPI to that effect.

     § 9. Not Contract; No Shareholder Rights; Construction of Option Certificate. This Option Certificate (1) shall not be deemed a contract of employment, (2) shall not give Key Employee any rights of any kind or description whatsoever as a shareholder of CPI as a result of the grant of the Option or his or her exercise of the Option before the date of the actual delivery of Stock subject to the Option to Key Employee, (3) shall not confer on Key Employee any rights upon his or her termination of employment in addition to those rights expressly set forth in this Option Certificate, and (4) shall be construed exclusively in accordance with the laws of the State of Georgia.

     § 10. Other Conditions. If so requested by CPI upon the exercise of the Option, Key Employee shall (as a condition to the exercise of the Option) enter into any other agreement or make such other representations prepared by CPI which in relevant part will restrict the transfer of Stock acquired pursuant to the exercise of this Option and will provide for the repurchase of such Stock by CPI under certain circumstances.

     § 11. Tax Withholding. Key Employee shall have the right to satisfy any applicable, minimum federal and state withholding requirements arising out of the exercise of the Option by electing to (1) have CPI withhold shares of Stock that otherwise would be transferred to such Key Employee as a result of the exercise of such option, (2) deliver to CPI cash, (3) deliver to CPI previously owned shares of Stock to the extent necessary to satisfy such requirement or (4) any combination of the foregoing; provided, however, that any such election may be made by Key Employee only if such election shall not be subject to Section 16(b) of the 1934 Act, and any shares of Stock delivered to CPI shall have been held by Key Employee for at least six months. To the extent Key Employee does not satisfy such income tax or other applicable withholding requirements by withholding or delivering shares of Stock, CPI shall have the right upon the exercise of the Option to take such action as it deems necessary or appropriate to satisfy any income tax or other applicable, minimum withholding requirements.

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EX-10.3

EXHIBIT 10.3

COUSINS PROPERTIES INCORPORATED
1999 INCENTIVE STOCK PLAN
RESTRICTED STOCK CERTIFICATE

GRANT

     This Restricted Stock Certificate (the “Certificate”) evidences the grant by Cousins Properties Incorporated (“CPI”), in accordance with the Cousins Properties Incorporated 1999 Incentive Stock Plan (the “Plan”) and the terms and conditions below, of ______ shares of restricted common stock of CPI (the “Restricted Stock”) to ____________ (“Key Employee”). This Restricted Stock grant (the “Award”) is granted effective as of _________, 2004, which is referred to as the “Grant Date.”

COUSINS PROPERTIES INCORPORATED

By:

Title:

TERMS AND CONDITIONS

     § 1 Plan and Grant Certificate. This Award is subject to all of the terms and conditions in this Certificate and in the Plan. If a determination is made that any term or condition in this Certificate is inconsistent with the Plan, the Plan will control. All of the capitalized terms not otherwise defined in this Certificate will have the same meaning in this Certificate as in the Plan. A copy of the Plan will be available to Key Employee upon written request to the Secretary of CPI.

     § 2 Stockholder Rights. Key Employee will have (a) the right to receive all cash dividends on all of the shares of Restricted Stock and (b) the right to vote the shares while the shares remain subject to forfeiture under § 3. If Key Employee forfeits shares under § 3, Key Employee will at the same time forfeit Key Employee’s right to vote the shares and to receive future cash dividends paid with respect to the shares.

     Any stock dividends or other noncash distributions of property made with respect to shares that remain subject to forfeiture under § 3 will be held by CPI, and Key Employee’s rights to receive such stock dividends or other property will vest under § 3 at the same time as the shares with respect to which the stock dividends or other property are attributable.

     Except for the right to receive cash dividends and vote described in this § 2, Key Employee will have no rights as a stockholder with respect to any shares of Restricted Stock until those shares become vested under § 3.

     § 3 Forfeiture and Vesting. Key Employee will vest in 25% of the shares of Restricted Stock on each anniversary of the Grant Date, rounding any fractional shares down, provided Key Employee continuously remains an employee of CPI, CREC, a Preferred Stock Subsidiary, or an Affiliate, Parent or Subsidiary of CPI or CREC from the Grant Date through the applicable vesting date. In addition, Key Employee shall become 100% vested in the shares of Restricted Stock upon death.

     If there is a Change in Control of CPI, Key Employee’s rights, if any, with respect to the shares of Restricted Stock shall be determined in accordance with § 15 of the Plan. Except as otherwise provided by § 15 of the Plan, if Key Employee’s employment terminates prior to a vesting date, Key Employee will forfeit all unvested shares. A transfer of employment between or among CPI, CREC, a Preferred Stock Subsidiary, or an Affiliate, Parent or Subsidiary of CPI or CREC will not be treated as a termination of employment under this § 3.

     If shares are forfeited, the shares (together with any stock dividends or other noncash distributions made with respect to the shares that have been held by CPI) automatically will revert back to CPI.

     § 4 Stock Certificates. CPI will issue a stock certificate (or at its election establish a book entry account) for the shares of Restricted Stock in the name of Key Employee upon Key Employee’s execution of the irrevocable stock power in favor of CPI attached hereto as Exhibit A. If a physical stock certificate is issued, the Secretary of CPI will hold the stock certificate representing such shares and any distributions made with respect to such shares (other than cash dividends) until such time as the shares have vested or have been forfeited. As soon as practicable after each vesting date, CPI will transfer to Key Employee or Key Employee’s delegate physical custody of a stock certificate reflecting the shares that have vested and become nonforfeitable on such date (together with any distributions made with respect to the shares that have been held by CPI).

     § 5 No Transfer. Key Employee shall have no right to transfer or otherwise alienate or assign Key Employee’s interest in any shares of Restricted Stock before Key Employee vests in the shares under § 3.

     § 6 Withholding. Any amounts required to be withheld as a result of the transfer to Key Employee of shares of Restricted Stock or any dividends or other payments made with respect to shares of Restricted Stock shall be withheld from Key Employee’s regular cash compensation, from the shares of Restricted Stock, from any cash dividend payable with respect to unvested shares of Restricted Stock, or pursuant to such other means as CPI, CREC, a Preferred Stock Subsidiary, or an Affiliate, Parent or Subsidiary of CPI or CREC deems reasonable and appropriate under the circumstances.

     § 7 Rule 16b-3. CPI shall have the right to amend this Restricted Stock grant to withhold or otherwise restrict the transfer of the shares of Restricted Stock to Key Employee as CPI deems appropriate in order to satisfy any condition or requirement

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under Rule 16b-3 to the extent Section 16 of the 1934 Act is applicable to the grant or transfer.

     § 8 Other Laws. CPI may refuse to transfer shares of Restricted Stock to Key Employee if the transfer of such shares might violate any applicable law or regulation. Pending a final determination as to whether a transfer would violate any applicable law or regulation, CPI may refuse such transfer if it believes in good faith that such transfer might violate any applicable law or regulation.

     § 9 No Right to Continue Employment. Neither the Plan, this Certificate, nor any related material is intended to give Key Employee the right to continue in employment with CPI, CREC, a Preferred Stock Subsidiary, or an Affiliate, Parent or Subsidiary of CPI or CREC or to adversely affect the right of CPI, CREC, a Preferred Stock Subsidiary, or an Affiliate, Parent or Subsidiary of CPI or CREC to terminate Key Employee’s employment with or without cause at any time.

     § 10 Governing Law. The Plan and this Certificate are governed by the laws of the State of Georgia.

     § 11 Binding Effect. This Certificate is binding upon CPI, its Subsidiaries and Affiliates, and Key Employee and their respective heirs, executors, administrators and successors.

     § 12 Headings and Sections. The headings contained in this Certificate are for reference purposes only and shall not affect in any way the meaning or interpretation of this Certificate. Any references to sections (§) in this Certificate shall be to sections (§) of this Certificate unless otherwise expressly stated as part of such reference.

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Exhibit A

IRREVOCABLE STOCK POWER

     For value received, as a condition to the issuance to the undersigned of the ______ shares of restricted common stock (the “Restricted Stock”) of Cousins Properties Incorporated (“CPI”) subject to that certain Restricted Stock Certificate dated as of _________, 2004 (the “Certificate”), the undersigned hereby assigns and transfers to CPI, effective upon the occurrence of any forfeiture event described in the Certificate, any then-unvested shares of Restricted Stock for purposes of effecting any forfeiture called for under § 3 of the Certificate, and does hereby irrevocably give CPI the power (without any further action on the part of the undersigned) to transfer such shares of stock on the books of CPI to effect any such forfeiture. This irrevocable stock power shall expire automatically with respect to the shares of stock subject to such Restricted Stock grant on the date such shares of stock are no longer subject to forfeiture under § 3 of the Certificate or, if earlier, immediately after such a forfeiture has been effected with respect to such shares of stock.

[Signature]

[Print Name]

[Date]