EXHIBIT 10(a)(xxviii)
 COUSINS PROPERTIES INCORPORATED
2005 Restricted Stock Unit Plan
Restricted Stock Unit Certificate for 2011-2013 Performance Period
  Terms and Conditions
 1.
    
    Name of Key Employee: _____________________________.
 2.
    
    Target Number of RSUs. Key Employees target number of RSUs payable based on CPIs
attainment of the performance goals set forth on Exhibit A (Exhibit A RSUs) is ___. Key
Employees target number RSUs payable based on CPIs attainment of the performance goals set
forth on Exhibit B (Exhibit B RSUs) is ___. Key Employee will be paid based on a percentage
of the target number (ranging from 0% to 200%) as set forth on Exhibit A and/or Exhibit B,
whichever is applicable.
 3.
    
    Performance Period. The Performance Period is January 1, 2011 through December 31,
2013.
 4.
    
    Service Vesting Condition and Forfeiture. Except as set forth in § 8 of the Plan if
a Change in Control is consummated or as set forth in this § 4, Key Employee will vest in the
RSUs only if Key Employee remains continuously employed by CPI through the third anniversary
of the Grant Date. A transfer between or among CPI or any Subsidiary, Parent or Affiliate of
CPI shall not be treated as a termination of employment with CPI. If Key Employees
employment is terminated for any reason except Retirement or death before the third
anniversary of the Grant Date, Key Employee shall automatically forfeit the RSUs in full
regardless of whether the performance goals on Exhibit A and/or Exhibit B are met. If Key
Employees employment terminates due to Retirement or death, Key Employee will be deemed to
have satisfied this service vesting condition but not the performance goals set forth on
Exhibit A and Exhibit B. For this purpose, Retirement shall mean Key Employees termination
of employment with CPI on or after the date (a) Key Employee has attained




---



##### 



age 60 and (b) Key Employees age (in whole years) plus Key Employees whole years of
employment measured since Key Employees most recent date of hire (disregarding any partial
year of employment) equal at least 65.
 5.
    
    Cash Dividends. If Key Employee becomes entitled to a payment for vested RSUs under
§ 6 and a cash dividend (whether ordinary or extraordinary) has been paid on a share of Stock
during the Performance Period, CPI shall pay Key Employee a dividend equivalent payment. The
dividend equivalent payment will equal (a) the total amount of cash dividends that would have
been paid to Key Employee if the vested RSUs payable under § 6 were actually shares of Stock
held by Key Employee during the Performance Period plus (b) any additional cash dividends that
would have been payable during the Performance Period if the cash dividends described in §
5(a) were reinvested in Stock for the remainder of the Performance Period. Any amounts
payable under this § 5 shall be made at the same time and in the same manner as the payment
under § 6.
 6.
    
    Distribution of Payment Represented by RSUs. As soon as practical after the end of
the Performance Period, the Committee will determine the extent to which the performance goals
and the service vesting condition have been met and the number of vested RSUs payable under
this § 6 to Key Employee. The number of vested RSUs shall equal the sum of the Exhibit A RSUs
payable pursuant to Exhibit A plus the Exhibit B RSUs payable pursuant to Exhibit B. Payment
of vested RSUs shall be made in a single payment in cash to Key Employee (or if Key Employee
dies after the RSUs vest and before payment is made, his Beneficiary) as soon as practical
(and no later than 90 days) after the last day of the Performance Period; provided the service
vesting condition is met. Notwithstanding the preceding sentence, for a Key Employee who
terminates employment due to retirement or death, payment of vested RSUs shall be paid no
later than March 15, 2014. Any fractional RSUs shall be rounded down. The value of each RSU
for purposes of determining the cash payment is equal to the Fair Market Value of one share of
Stock on December 31, 2013. Although set forth in more detail in the Plan, Fair Market Value
generally means the average of the closing price of a share of Stock on each trading day
during the 30 day period ending on the applicable valuation date. Any portion of the RSUs
that is not payable because the performance goals are not met shall automatically be forfeited
as of December 31, 2013 or, if earlier, the date Key Employees employment terminates for
reasons other than Retirement or death.
 7.
    
    Withholding. CPI shall have the right to take whatever action the Committee directs
to satisfy applicable federal, state and other withholding requirements.
 2




---



##### 



8.
    
    Nontransferability and Status as Unsecured Creditor. Key Employee shall have no
right to transfer or otherwise assign Key Employees interest in any opportunity to receive
RSUs or the RSUs themselves. All payments pursuant to this Certificate shall be made from the
general assets of CPI, and any claim for payment shall be the same as a claim of any general
and unsecured creditor of CPI.
 9.
    
    Employment and Termination. Nothing in this Certificate shall give Key Employee the
right to continue in employment with CPI or limit the right of CPI to terminate Key Employees
employment with or without cause at any time.
 10.
    
    No Shareholder Rights. Key Employee shall have no rights as a shareholder of CPI as
a result of any opportunity or any payment arising under this Certificate.
 11.
    
    Amendment and Termination. The Plan and this Certificate may be modified and/or
terminated as set forth in the Plan.
 12.
    
    Miscellaneous. This Certificate shall be governed by the laws of the State of
Georgia.
 13.
    
    Coordination with Plan. During the Performance Period, the RSUs subject to this
Certificate shall be treated the same as (a) outstanding Restricted Stock Units solely for
purposes of the adjustment provisions in § 7 of the Plan and (b) outstanding Awards solely for
purposes of the change in control provisions in § 8 of the Plan and the amendment provisions
in § 9 of the Plan.
 14.
    
    Change in Control. For purposes of § 8 of the Plan, the target for the performance
goals (as used in such section) shall mean the performance goal that results in 100% of the
target number of RSUs being payable under § 6.
 15.
    
    Short-Term Deferral. Any payments under this Certificate are intended to comply with
the short-term deferral rule set forth in Treasury Regulation §1.409A-(b)(4), and this
Certificate shall be interpreted to effect such intent.
 3




---



##### 



16.
    
    Clawback. CPI has the right to take any action which the Committee reasonably
determines is required for CPI to comply with the clawback provisions of the Dodd-Frank
Wall Street Reform and Consumer Protection Act.
 Cousins Properties IncorporatedBy:Name: 4




---



##### 



EXHIBIT A
       (a)
    
    Aggregate FFO shall mean the sum of the Companys FFO for each calendar year during
the Performance Period.
 (b)
    
    FFO shall mean the per share funds from operations as reported in the Companys
Annual Report on Form 10-K for the year ending December 31 of each year in the Performance
Period.
 (c)
    
    Target FFO shall mean $____ per common share.
 5




---



##### 



EXHIBIT B
 th
 th
 th
 th
 th th th th th th
    Schedule 1
  6




---



##### 



SCHEDULE 1
 
 Company
    
    Trading SymbolAlexandria Real Estate
    
    ARE-USBioMed Realty Trust Inc.
    
    BMR-USBoston Properties Inc.
    
    BXP-USBrandywine Realty Trust
    
    BDN-USBrookfield Office Ppts.
    
    BPO-USCommonWealth REIT
    
    CWH-USCorporate Office Properties Tr
    
    OFC-USDouglas Emmett Inc.
    
    DEI-USDuke Realty Corp.
    
    DRE-USGovernment Properties Incm Tr
    
    GOV-USHighwoods Properties Inc.
    
    HIW-USHudson Pacific Properties Inc.
    
    HPP-USKilroy Realty Corp.
    
    KRC-USMack-Cali Realty Corp.
    
    CLI-USMission West Properties Inc.
    
    MSW-USMPG Office Trust Inc.
    
    MPG-USPacific Office Properties Inc.
    
    PCE-USParkway Properties Inc.
    
    PKY-USPiedmont Office Realty Trust
    
    PDM-USSL Green Realty Corp.
    
    SLG-US
 7