COUSINS PROPERTIES INC

Section 3.2 Authority of the Committee. Subject to any express limitations set forth in this Plan, the

Committee shall have full and exclusive discretionary power and authority to take such actions as it deems necessary

and advisable with respect to the administration of this Plan including, but not limited to, the following:

a. To determine from time to time which of the persons eligible under this Plan shall be granted Awards,

when and how each Award shall be granted, what type or combination of types of Awards shall be granted, the

provisions of each Award granted (which need not be identical), including the time or times when a person shall be

permitted to receive Shares pursuant to an Award and the number of Shares subject to an Award;

b. To construe and interpret this Plan and Awards granted under it, and to establish, amend, and revoke

rules and regulations for its administration;

c. To correct any defect, omission or inconsistency in this Plan or in an Award Agreement, in a manner and

to the extent it shall deem necessary or expedient to make this Plan fully effective;

d. To approve forms of Award Agreements for use under this Plan;

e. To determine the Fair Market Value of a Share or whether a Change in Control shall have occurred;

f. To amend any Award Agreement as permitted under this Plan;

g. To adopt subplans and/or special provisions applicable to stock awards regulated by the laws of a

jurisdiction other than and outside of the United States, to Cash-Based Awards, or to awards to Non-Employee

Directors (as contemplated by Section 17). Such subplans and/or special provisions shall be subject to and

consistent with the terms of this Plan, except to the extent the Committee determines that different terms and

conditions are necessary or desirable to comply with the laws of a jurisdiction other than and outside of the United

States;

h. To authorize any person to execute on behalf of the Company any instrument required to effect the

grant of an Award;

i. To determine whether Awards will be settled in Shares of common stock, cash or in any combination

thereof;

j. To determine whether Awards will provide for Dividend Equivalents;

k. To establish a program whereby Participants designated by the Committee may reduce compensation

otherwise payable in cash in exchange for Awards under this Plan;

l. To authorize a program permitting eligible Participants to surrender outstanding Awards in exchange for

newly granted Awards subject to any applicable shareholder approval requirements set forth in Section 22.1 of this

Plan and the requirements of Code Section 409A;

m. To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and

manner of any resales by a Participant or other subsequent transfers by a Participant of any Shares, including, without

limitation, “blackout” periods, restrictions under an insider trading policy and restrictions as to the use of a specified

brokerage firm for such resales or other transfers;

n. To waive any restrictions, conditions or limitations imposed on an Award at the time the Award is

granted or at any time thereafter including but not limited to forfeiture, vesting and treatment of Awards upon a

Termination of Service;

o. To permit Participants to elect to defer payments of Awards, provided that any such deferrals shall

comply with applicable requirements of the Code, including Code Section 409A;

p. To certify the satisfaction of performance goals in compliance with the requirements of Section 16; and

q. To issue rules and regulations for the administration of the Plan.

Section 3.3 Delegation. To the extent permitted by law, the Committee may delegate to one or more of its

members or to one or more officers of the Company or any Subsidiary or to one or more agents or advisors such

administrative duties or powers as it may deem advisable, and the Committee or any individuals to whom it has

delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any

responsibility the Committee or such individuals may have under this Plan. To the extent permitted by applicable

law and the applicable rules of a stock exchange, the Committee may, by resolution, authorize one or more officers

of the Company to do one or both of the following on the same basis as can the Committee: (a) designate

Employees to be recipients of Awards; and (b) determine the size of any such Awards; provided, however, (i) the

Committee shall not delegate such responsibilities with respect to Awards granted to a Non-Employee Director or

an officer (as defined in Rule 16a-1(f) of the Exchange Act); (ii) the resolution providing such authorization sets forth

the total number of Awards (including Share limitations) such officer(s) may grant; and (iii) the officer(s) shall report

periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority

delegated. In the event that the Committee’s authority is delegated to officers or employees in accordance with the

foregoing, all provisions of the Plan relating to the Committee shall be interpreted in a manner consistent with the

foregoing by treating any such reference as a reference to such officer or employee for such purpose. Any action

undertaken in accordance with the Committee’s delegation of authority hereunder shall have the same force and

effect as if such action was undertaken directly by the Committee and shall be deemed for all purposes of the Plan to

have been taken by the Committee.

Section 4. Shares Subject to this Plan and Maximum Awards

Section 4.1 Number of Shares Authorized and Available for Awards. The Shares of stock subject to Awards

granted under the Plan may be either authorized and unissued shares (which will not be subject to preemptive rights)

or previously issued shares acquired by the Company or its Subsidiaries or Affiliates. Subject to adjustment as

provided under Section 4.4, the maximum number of Shares reserved for issuance under this Plan is 20,000,000

Shares, all of which may be granted as Incentive Stock Options. Solely for the purpose of determining the number of

Shares available for Awards under this Section 4.1, the number of shares available for issuance under this Plan shall

be reduced by one (1.00) Share for every one (1.00) Share granted in respect of an Award, provided however that in

the case of an Award that provides for a range of potential Share payouts the Committee shall determine the extent

to which the number of Shares available for issuance under this Plan shall be reduced by Shares granted in respect of

such an Award.

Section 4.2 Share Usage. In determining the number of Shares available for grant under this Plan at any

time, the following rules shall apply:

a. All Shares subject to or with respect to an Award granted under this Plan that terminates by expiration,

forfeiture, cancellation or otherwise without the issuance of the Shares (or with the forfeiture of Shares in connection

with a Restricted Stock Award), is settled in cash in lieu of Shares, or is exchanged with the Committee’s permission,

prior to the issuance of Shares, for an Award not involving Shares shall become available again for grant under this

Plan.

b. Any Shares that are withheld by the Company or tendered by a Participant (by either actual delivery or

attestation) on or after the Effective Date (i) to pay the Exercise Price of an Option granted under this Plan or (ii) to

satisfy tax withholding obligations associated with an Award granted under this Plan, shall not become available

again for grant under this Plan.

c. Any Shares that were subject to a stock-settled SAR granted under this Plan that were not issued upon

the exercise of such SAR on or after the Effective Date shall not become available again for grant under this Plan.

d. Any Shares that were purchased by the Company on the open market with the proceeds from the

exercise of a Stock Option shall not become available again for grant under this Plan.

e. Shares subject to Substitute Awards shall not be counted against the share reserve specified in Section

4.1, nor shall they reduce the Shares authorized for grant to a Participant in any calendar year.