Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On July 8, 2009, in connection with the appointment of Lawrence L. Gellerstedt, III as President and Chief Executive Officer of Cousins Properties Incorporated (the "Company") effective July 1, 2009 (as previously reported on a Form 8-K filed on June 8, 2009), the Compensation, Succession, Nominating and Governance Committee of the Board of Directors (the "Committee") approved changes to his compensation. Mr. Gellerstedt's base salary was increased from $375,000 to $500,000, his target annual incentive cash bonus award was increased to $525,000 and his target long-term equity incentive award was increased to $800,000. The 2009 cash bonus and equity incentive award, if earned, are expected to be awarded by the Committee in February 2010.
(e) On July 8, 2009, the Committee approved a change in compensation for R. Dary Stone, Vice Chairman of the Company. Mr. Stone is transitioning to a reduced work schedule effective July 1, 2009 through June 30, 2010. As a result, Mr. Stone will not be eligible for a 2009 annual incentive cash bonus award or a long-term equity incentive award. Mr. Stone remains eligible for the special cash bonus awards described in the Company's 2008 Form 10-K, which are related to a fee that the Company received in 2008 from a third-party client.

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Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 9, 2009

COUSINS PROPERTIES INCORPORATED

By: /s/ James A. Fleming James A. Fleming Executive Vice President and Chief Financial Officer