COUSINS PROPERTIES INC

Section 18.2 Definition of Replacement Award.

a. An Award shall meet the conditions of this Section 18.2(a) (and hence qualify as a Replacement Award) if:

(i) it is of the same type as the Replaced Award (or, it is of a different type as the Replaced Award, provided that the

Committee, as constituted immediately prior to the Change in Control, finds such type acceptable); (ii) it has an

intrinsic value at least equal to the value of the Replaced Award; (iii) it relates to publicly traded equity securities of

the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its

successor following the Change in Control; (iv) its terms and conditions comply with Section 18.2(b); and (v) its other

terms and conditions are not less favorable to the holder of the Award than the terms and conditions of the

Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control).

Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the

Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the

conditions of this Section 18.2(a) are satisfied shall be made by the Committee, as constituted immediately before

the Change in Control, in its sole discretion. Without limiting the generality of the foregoing, the Committee may

determine the value of Awards and Replacement Awards that are Options or SARs by reference to either their

intrinsic value or their fair value.

b. Upon an involuntary termination of service of a Participant (i) by the Company other than for Cause, or (ii)

to the extent specifically permitted in the Participant’s Award Agreement, a termination by the Participant for Good

Reason, in either case occurring within the Protection Period, unless otherwise specified in the award agreement and

approved by the Committee as constituted prior to the Change in Control, all Replacement Awards held by the

Participant shall become fully vested and free of restrictions and, in the case of Replacement Awards in the form of

(x) stock options or stock appreciation rights shall be fully exercisable, (y) performance-based Awards shall be

deemed to be satisfied at target level performance and paid pro rata (based upon the proportion of the applicable

Performance Period that has lapsed through the date of the Participant’s involuntary termination of service) upon or

within 60 days of such termination of service, or (z) service-based Awards (other than stock options or stock

appreciation rights) shall be paid upon or within 60 days of such termination of service. Notwithstanding the

foregoing, with respect to any Award that is considered deferred compensation subject to Code Section 409A,

settlement of such Award shall be made pursuant to its original schedule if necessary to comply with Code Section

409A.

Section 18.3 Cashout of Awards.

a. Unless otherwise provided for in an Award Agreement, in the event of a Change in Control, with respect

to any outstanding Option or Stock Appreciation Right, the Committee shall have discretion to cause a cash

payment to be made to the person who then holds such Option or Stock Appreciation Right, in lieu of the right to

exercise such Option or Stock Appreciation Right or any portion thereof. In the event the Committee exercises its

discretion to cause such cash payment to be made, the amount of such cash payment shall be equal to the amount

by which (i) the aggregate Fair Market Value (on the date of the Change in Control) of the Shares that are subject to

such Option or Stock Appreciation Right exceeds (ii) the aggregate Exercise Price or Grant Price (as applicable) of

such Shares under such Option or Stock Appreciation Right. If the aggregate Fair Market Value (on the date of the

Change in Control) of the Shares that are subject to such Option or Stock Appreciation Right is less than the

aggregate Exercise Price or Grant Price (as applicable) of such Shares under such Option or Stock Appreciation

Right, such Option or Stock Appreciation Right shall be cancelled without any payment.

b. Unless otherwise provided for in an Award Agreement, in the event of a Change in Control, with respect

to an Award (other than an Option or Stock Appreciation Right) that would otherwise be payable in Common Shares,

the Committee shall have discretion to cause the payment of such Award to be made in cash instead of Shares. In

the event the Committee exercises its discretion to cause such cash payment to be made, the amount of such cash

payment shall be equal to the aggregate Fair Market Value, on the date of the Change in Control, of the Shares that

would otherwise then be payable under such Award.

c. In the event the terms of a Change in Control transaction impose an escrow, holdback, earnout or similar

condition on payments to shareholders of the Company, the Committee may, in its discretion, require that amounts

payable to Participants under or with respect to any Award in connection with such transaction also be subject to

escrow, holdback, earnout or similar conditions on similar terms and conditions as such provisions apply to the

shareholders of the Company, provided, however, that any such payments are required to be made by the fifth

anniversary of the transaction.

Section 19. Dividends and Dividend Equivalents

Section 19.1 Payment of Dividends on Restricted Stock. With respect to an Award of Restricted Stock, the

Committee may grant or limit the right of a Participant to receive dividends declared on Shares that are subject to

such Award to the extent the Award is not yet vested. If the Committee grants the right of a Participant to receive

dividends declared on unvested Shares of Restricted Stock, then such dividends shall be paid to the Participant as of

the applicable dividend payment dates or such other dates as determined by the Committee and set forth in the

applicable Award Agreement.

Section 19.2 Payment of Dividend Equivalents on Awards Other than Options, SARs and Restricted Stock.

Except for Options, SARs and Restricted Stock, the Committee may grant Dividend Equivalents on the units or other

Share equivalents subject to an Award based on the dividends actually declared and paid on outstanding Shares.

The terms of any Dividend Equivalents will be as set forth in the applicable Award Agreement, including the time

and form of payment and whether such Dividend Equivalents will be credited with interest or deemed to be

reinvested in additional units or Share equivalents. Notwithstanding the foregoing, Dividend Equivalents payable

with respect to the unvested portion of any Award shall not be paid to the Participant until, and shall be paid only to

the extent that, the underlying Award vests. In the event that any portion of an Award is forfeited prior to vesting,

any accumulated Dividend Equivalents attributable to such forfeited portion shall also be forfeited.

Section 19.3 Performance-Based Awards. With respect to any Award as to which vesting depends upon the

satisfaction of one or more performance conditions, such dividends or Dividend Equivalents shall be subject to the

same performance conditions and service conditions, as applicable, as the underlying Award.

Section 20. Beneficiary Designation

The Committee may, from time to time, establish procedures it deems appropriate for a Participant to name a

beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Plan is to

be paid in case of the Participant’s death before the Participant receives any or all of such benefit. Each such

designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee,

and will be effective only when filed by the Participant in writing, including electronically, with the Company during the

Participant’s lifetime. In the absence of any such beneficiary designation, benefits remaining unpaid or rights remaining

unexercised at the Participant’s death shall be paid to or exercised by the Participant’s executor, administrator or legal

representative.

Section 21. Rights of Participants

Section 21.1 Employment and Service. Nothing in this Plan or an Award Agreement shall (a) interfere with or

limit in any way the right of the Company or any Subsidiary or Affiliate to terminate any Participant’s employment

with, or provision of service to, the Company or any Subsidiary or Affiliate at any time or for any reason not

prohibited by law or (b) confer upon any Participant any right to continue the Participant’s employment or service as

a Director for any specified period of time. Neither an Award nor any benefits arising under this Plan shall constitute

an employment or service contract with the Company or any Subsidiary or Affiliate and, accordingly, subject to

Section 3 and Section 22, this Plan and the benefits hereunder may be amended or terminated at any time in the

sole and exclusive discretion of the Board or Committee without giving rise to any liability on the part of the

Company, any Subsidiary, the Committee or the Board.

Section 21.2 Participation. No individual shall have the right to be selected to receive an Award under this

Plan, or, having been so selected, to be selected to receive a future Award.

Section 21.3 Rights as a Shareholder. Except as otherwise provided herein, a Participant shall have none of

the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record

holder of such Shares.