COUSINS PROPERTIES INC

Section 16.2 Performance Measures. The performance goals upon which the grant, payment or vesting of an

Award that is intended to qualify as Performance-Based Compensation are conditioned must be based on one or

more of the following Performance Measures:

return over capital costs or increases in return over capital costs; (b) total earnings or the growth in such earnings;

(c) consolidated earnings or the growth in such earnings; (d) earnings per share or the growth in such earnings;

(e) net earnings or the growth in such earnings; (f) earnings before interest expense, taxes, depreciation,

amortization and other non-cash items or the growth in such earnings; (g) earnings before interest and taxes or

the growth in such earnings; (h) consolidated net income or the growth in such income; (i) the value of the

Company’s stock or the growth in such value; (j) the Company’s stock price or the growth in such price; (k) return

on assets or the growth on such return; (l) cash flow or the growth in such cash flow; (m) total shareholder return

or the growth in such return; (n) expenses or the reduction of such expenses; (o) sales growth; (p) overhead ratios

or changes in such ratios; (q) expense-to-sales ratios or the changes in such ratios; (r) economic value added or

changes in such value added; (s) funds from operations (FFO); (t) level of investments, development starts, or

leasing or disposition activity; or (u) such other Performance Measures selected by the Committee, in its

reasonable discretion.

Any Performance Measure(s) may, as the Committee, in its sole discretion deems appropriate, (i) relate to the

performance of the Company, or any Affiliate or Subsidiary as a whole or any business unit, division or segment of

the Company or any Affiliate or Subsidiary or any combination thereof, (ii) be compared to the performance of a

group of comparator companies, or published or special index, (iii) be based on change in the Performance Measure

over a specified period of time and such change may be measured based on an arithmetic change over the specified

period (e.g., cumulative change or average change), or percentage change over the specified period (e.g.,

cumulative percentage change, average percentage change or compounded percentage change), (iv) relate to or be

compared to one or more other Performance Measures, or (v) any combination of the foregoing. The Committee

also has the authority to provide for accelerated vesting of any Award based on the achievement of performance

goals pursuant to the Performance Measures specified in this Section 16.

Performance goals shall be established by the Committee as set forth in this Section 16, and shall be set forth in the

applicable Award Agreement. With regard to a particular Performance Period, the Committee, in its sole discretion,

shall, within the first 90 days of a Performance Period, determine the length of the Performance Period (provided any

such Performance Period shall be not less than one fiscal quarter in duration), the type(s) of Performance-Based

Compensation Awards to be issued, and the Performance Measures that will be used to establish the performance

goals. Following the completion of a Performance Period, the Committee shall review and certify in writing whether,

and to what extent, the performance goals for the Performance Period have been achieved and, if so, calculate and

certify in writing the amount of the Performance-Based Compensation Awards earned for the period.

Section 16.3 Evaluation of Performance. The Committee may provide in any Award intended to qualify as

Performance-Based Compensation that any evaluation of performance may, among other things, include or exclude

the impact, if any, on reported financial results of any of the following events that occurs during a Performance

Period: (a) asset write-downs, (b) litigation, claims, judgments or settlements, (c) changes in tax laws, accounting

principles or other laws or provisions, (d) reorganization or restructuring programs, (e) acquisitions or divestitures, (f)

foreign exchange gains and losses, (g) gains or losses on sales or dispositions, (h) events that are treated as unusual

in nature or infrequent in their occurrence and which are disclosed in management’s discussion and analysis of

financial condition and results of operations appearing in the Company’s annual report to shareholders, and (i) any

similar event or condition specified in such Award Agreement. Notwithstanding any other provision of the Plan,

payment or vesting of any such Award that is intended to qualify as Performance-Based Compensation shall not be

made until the Committee certifies in writing that the applicable performance goals and any other material terms of

such Award were in fact satisfied.

Section 16.4 Adjustment of Performance-Based Compensation. The Committee shall have no discretion to

increase the amount payable pursuant to Awards that are intended to qualify as Performance-Based Compensation

beyond the amount that would otherwise be payable upon attainment of the applicable performance goal(s). The

Committee may not waive the achievement of the applicable performance goals, except in the case of the

Participant’s death or disability or a Change in Control. The Committee shall, however, retain the discretion to

decrease the amount payable pursuant to such Awards below the amount that would otherwise be payable upon

attainment of the applicable performance goal(s), either on a formula or discretionary basis or any combination, as

the Committee determines, in its sole discretion.

Section 17. Non-Employee Director Awards

Section 17.1 Awards to Non-Employee Directors. The Committee shall approve all Awards to Non-Employee

Directors. The terms and conditions of any grant of any Award to a Non-Employee Director shall be set forth in an

Award Agreement.

Section 17.2 Awards in Lieu of Fees. The Committee may permit a Non-Employee Director the opportunity

to receive an Award in lieu of payment of all or a portion of future Director fees (including but not limited to cash

retainer fees and meeting fees) or other types of Awards pursuant to such terms and conditions as the Committee

may prescribe and set forth in an applicable subplan or Award Agreement. If the Committee permits a Participant to

elect to receive payment of all or a portion of future director fees that would otherwise be payable in cash in the

form of an Award, the Committee may also provide in the applicable Award Agreement that the Grant Date fair

value of the Award may exceed the amount of cash that otherwise would have been payable.

Section 17.3 Annual Award Limit. The maximum aggregate Grant Date fair value of equity-based Awards

made in any fiscal year to any Non-Employee Director shall not exceed $750,000. Notwithstanding the foregoing,

the annual award limit set forth in this Section 17.3 shall (a) solely apply to Awards granted under this Plan and (b)

not apply to Shares or Share equivalents granted to a Non-Employee Director in lieu of all or any portion of such

Non-Employee Director’s cash-based Director fees. For purposes of this Section 17.3, the fair value of equity-based

Awards shall be determined as of the Grant Date under applicable accounting standards.

Section 18. Effect of a Change in Control

Section 18.1 Default Vesting Provisions. Unless otherwise provided for in an Award Agreement, and except

to the extent that an Award meeting the requirements of Section 18.2(a) (a “Replacement Award”) is provided to the

Participant pursuant to Section 4.4 to replace an existing Award (the “Replaced Award”), upon a Change in Control,

all then-outstanding Awards shall vest in accordance with paragraphs (a), (b) and (c) below.

a. Outstanding Options and SARs. Upon a Change in Control, a Participant’s then-outstanding Options

and SARs that are not vested shall immediately become fully vested (and, to the extent applicable, all performance

conditions shall be deemed satisfied at target performance or if greater, based on actual performance as of the date

of such Change in Control) and, subject to Section 18.3, exercisable over the exercise period set forth in the

applicable Award Agreement.

b. Outstanding Awards, other than Options and SARs, Subject Solely to a Service Condition. Upon a

Change in Control, subject to Section 18.3, a Participant’s then-outstanding Awards, other than Options and SARs,

that are not vested and as to which vesting depends solely on the satisfaction of a service obligation by the

Participant to the Company or any Subsidiary or Affiliate shall become fully vested and shall be settled in cash,

Shares or a combination thereof as provided for under the applicable Award Agreement within thirty (30) days

following such Change in Control (except to the extent that settlement of the Award must be made pursuant to its

original schedule in order to comply with Code Section 409A).

c. Outstanding Awards, other than Options and SARs, Subject to a Performance Condition. Upon a

Change in Control, subject to Section 18.3, a Participant’s then-outstanding Awards, other than Options and SARs,

that are not vested and as to which vesting depends upon the satisfaction of one or more performance conditions

shall immediately vest and all performance conditions shall be deemed satisfied as if target performance was

achieved, or if greater, based on actual performance as of the date of such Change in Control. Notwithstanding that

the applicable Performance Period, retention period or other restrictions and conditions have not been completed or

satisfied, such Awards shall be settled pro rata, based on the proportion of the applicable Performance Period that

lapsed through the date of the Change in Control, in cash, Shares or a combination thereof as provided for under

the applicable Award Agreement within thirty (30) days following such Change in Control (except to the extent that

settlement of the Award must be made pursuant to its original schedule in order to comply with Code Section 409A).