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                                                                    EXHIBIT 10.1

                         COUSINS PROPERTIES INCORPORATED

                         2005 RESTRICTED STOCK UNIT PLAN

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                                TABLE OF CONTENTS

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Section 1      BACKGROUND AND PURPOSE............................................................................      1

Section 2      DEFINITIONS.......................................................................................      1

       2.1      Affiliate........................................................................................      1
       2.2      Award............................................................................................      1
       2.3      Award Certificate................................................................................      1
       2.4      Beneficiary......................................................................................      1
       2.5      Board............................................................................................      1
       2.6      Change in Control................................................................................      1
       2.7      Code.............................................................................................      1
       2.8      Committee........................................................................................      1
       2.9      CPI..............................................................................................      2
       2.10     CREC.............................................................................................      2
       2.11     Fair Market Value................................................................................      2
       2.12     Key Employee.....................................................................................      2
       2.13     1934 Act.........................................................................................      2
       2.14     Parent...........................................................................................      2
       2.15     Plan.............................................................................................      2
       2.16     Preferred Stock Subsidiary.......................................................................      2
       2.17     Restricted Stock Unit............................................................................      2
       2.18     Rule 16b-3.......................................................................................      2
       2.19     Stock............................................................................................      2
       2.20     Subsidiary.......................................................................................      2

Section 3      EFFECTIVE DATE....................................................................................      2

Section 4      COMMITTEE.........................................................................................      3

Section 5      ELIGIBILITY AND GRANT CAP.........................................................................      3

Section 6      RESTRICTED STOCK UNITS............................................................................      3

       6.1      Committee Action.................................................................................      3
       6.2      Payment of Restricted Stock Units................................................................      3
       6.3      Cash Dividends...................................................................................      3
       6.4      Section 409A Compliance..........................................................................      3

Section 7      ADJUSTMENT........................................................................................      4

Section 8      CHANGE IN CONTROL.................................................................................      4

Section 9      AMENDMENT OR TERMINATION..........................................................................      4

Section 10     MISCELLANEOUS.....................................................................................      4

       10.1     Shareholder Rights...............................................................................      4
       10.2     No Contract of Employment........................................................................      5
       10.3     Withholding......................................................................................      5
       10.4     Construction.....................................................................................      5
       10.5     Rule 16b-3.......................................................................................      5
       10.6     Nontransferability and Status as Unsecured Creditor..............................................      5
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                                 Exhibit 10.1-i
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                                   Section 1

                             BACKGROUND AND PURPOSE

      The purpose of this Plan is to promote the interest of CPI by authorizing
the Committee to grant Restricted Stock Units to Key Employees in order (1) to
attract and retain Key Employees, (2) to provide an additional incentive to each
Key Employee to work to increase the value of Stock and (3) to provide each Key
Employee with a stake in the future of CPI which corresponds to the stake of
each of CPI's stockholders, without resulting in a dilution of the ownership
interests of the shareholders of CPI.

                                   Section 2

                                   DEFINITIONS

      2.1 Affiliate - means any organization (other than a Subsidiary) that
would be treated as under common control with CPI or CREC under Section 414(c)
of the Code if "50 percent" were substituted for "80 percent" in the income tax
regulations under Section 414(c) of the Code.

      2.2 Award - means a Restricted Stock Unit award.

      2.3 Award Certificate - means the document that sets forth the terms and
conditions of an Award.

      2.4 Beneficiary - means the person designated by the Key Employee to
receive payment in the event of the Key Employee's death.

      2.5 Board - means the Board of Directors of CPI.

      2.6 Change in Control - means an event that is both a "change in control
event" as defined in Section 409A of the Code and one of the following: (1) a
"change in control" of CPI of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A for a proxy statement filed under Section
14(a) of the 1934 Act, (2) a "person" (as that term is used in Section 14(d)(2)
of the 1934 Act) becomes after the effective date of this Plan the beneficial
owner (as defined in Rule 13d-3 under the 1934 Act) directly or indirectly of
securities representing 50% or more of the combined voting power for election of
directors of the then outstanding securities of CPI, (3) the individuals who at
the beginning of any period of two consecutive years or less constitute the
Board cease for any reason during such period to constitute at least a majority
of the Board, unless the election or nomination for election of each new member
of the Board was approved by vote of at least two-thirds of the members of the
Board then still in office who were members of the Board at the beginning of
such period, (4) the shareholders of CPI approve any dissolution or liquidation
of CPI or any sale or disposition of 50% or more of the assets or business of
CPI or (5) the shareholders of CPI approve a merger or consolidation to which
CPI is a party (other than a merger or consolidation with a wholly-owned
subsidiary of CPI) or a share exchange in which CPI shall exchange CPI shares
for shares of another corporation as a result of which the persons who were
shareholders of CPI immediately before the effective date of such merger,
consolidation or share exchange shall have beneficial ownership of less than 50%
of the combined voting power for election of directors of the surviving
corporation following the effective date of such merger, consolidation or share
exchange.

      2.7 Code - means the Internal Revenue Code of 1986, as amended.

      2.8 Committee - means the Compensation, Succession, Nominating and
Governance Committee of the Board or another committee of the Board designated
for this purpose by the Board.

                                 Exhibit 10.1-1
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      2.9 CPI - means Cousins Properties Incorporated, a Georgia corporation,
and any successor to such corporation.

      2.10 CREC - means Cousins Real Estate Corporation, a Georgia corporation,
and any successor to such corporation.

      2.11 Fair Market Value - means (1) the closing price on any date for a
share of Stock as reported by The Wall Street Journal under the New York Stock
Exchange Composite Transactions quotation system (or under any successor
quotation system) or, if Stock is no longer traded on the New York Stock
Exchange, under the quotation system under which such closing price is reported
or, if The Wall Street Journal no longer reports such closing price, such
closing price as reported by a newspaper or trade journal selected by the
Committee; or, (2) if no such closing price is available on such date, such
closing price as so reported in accordance with Section 2.11(1) for the
immediately preceding business day; or, (3) if no newspaper or trade journal
reports such closing price or if no such price quotation is available, the price
which the Committee acting in good faith determines through any reasonable
valuation method that a share of Stock might change hands between a willing
buyer and a willing seller, neither being under any compulsion to buy or to sell
and both having reasonable knowledge of the relevant facts.

      2.12 Key Employee - means an employee of CPI, CREC, a Preferred Stock
Subsidiary that has been designated by the Committee as covered by this Plan,
any Subsidiary of CPI or CREC, any Parent of CPI or CREC, or any Affiliate of
CPI or CREC who has been designated by the Committee and who, in the judgment of
the Committee acting in its absolute discretion, is key directly or indirectly
to the success of CPI, CREC, a Preferred Stock Subsidiary, a Subsidiary of CPI
or CREC, a Parent of CPI or CREC or an Affiliate of CPI or CREC.

      2.13 1934 Act - means the Securities Exchange Act of 1934, as amended.

      2.14 Parent - means any corporation which is a parent corporation within
the meaning of Section 424(e) of the Code.

      2.15 Plan - means this Cousins Properties Incorporated 2005 Restricted
Stock Unit Plan as effective as of the date adopted by the Committee and as
amended from time to time thereafter.

      2.16 Preferred Stock Subsidiary -means any entity in which CPI, CREC, any
Parent of CPI or CREC, or any Affiliate of CPI or CREC owns capital stock or
other equity interests representing the right to receive at least 50% of all
dividends or distributions, as applicable, paid by such entity, regardless of
whether such stock or other equity interest also entitles the holder thereof to
50% or more of the voting power of all outstanding capital stock or other equity
interests of such entity.

      2.17 Restricted Stock Unit- means a unit granted under Section 6, the
value of which is equal to the Fair Market Value of one share of Stock as of the
date payment is due under Section 6.2 and which is payable in cash.

      2.18 Rule 16b-3 - means the exemption under Rule 16b-3 to Section 16(b) of
the 1934 Act or any successor to such rule.

      2.19 Stock - means $1.00 par value common stock of CPI.

      2.20 Subsidiary - means a corporation which is a subsidiary corporation
within the meaning of Section 424(f) of the Code.

                                    Section 3

                                 EFFECTIVE DATE

      The effective date of this Plan shall be the date of its adoption by the
Committee.

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                                   Section 4

                                    COMMITTEE

      This Plan shall be administered by the Committee. The Committee acting in
its absolute discretion shall exercise such powers and take such action as
expressly called for under this Plan and, further, the Committee shall have the
power to interpret this Plan and to take such other action in the administration
and operation of this Plan as the Committee deems equitable under the
circumstances, which action shall be binding on CPI, on each affected Key
Employee and on each other person directly or indirectly affected by such
action.

                                    Section 5

                            ELIGIBILITY AND GRANT CAP

      Key Employees shall be eligible for Awards under the Plan.

                                   Section 6

                             RESTRICTED STOCK UNITS

      6.1 Committee Action. The Committee acting in its absolute discretion may
grant Restricted Stock Units to Key Employees under this Plan from time to time.
Each Restricted Stock Unit grant shall be evidenced by an Award Certificate, and
each Award Certificate shall set forth the number of Restricted Stock Units
granted to the Key Employee, the date or dates and any other terms and
conditions on which the Restricted Stock Units vest, and such other terms and
conditions of the grant as the Committee acting in its absolute discretion deems
appropriate.

      6.2 Payment of Restricted Stock Units. Payment of a vested Award or, if an
Award provides for partial vesting, the vested portion of such Award shall be
made in a single sum in cash as soon as practicable after the Award or portion
of the Award vests, but in no event later than 2 1/2 months after the calendar
year in which vesting occurs; provided, however, the right of a Key Employee to
receive a cash payment under this Section 6.2 shall be forfeited if Key Employee
terminates employment as a Key Employee for any reason whatsoever prior to the
vesting date. In the event the Key Employee dies prior to payment of the Award,
the Award shall become 100% vested on the date of such Key Employee's death and
shall be paid to the Key Employee's Beneficiary as soon as practicable after the
Key Employee's death, but in no event later than 2 1/2 months after the calendar
year in which the Key Employee dies.

      6.3 Cash Dividends. Except as otherwise set forth in an Award Certificate,
if a cash dividend (whether ordinary or extraordinary) is declared on a share of
Stock with a record date that occurs while an Award is outstanding, CPI shall
pay such Key Employee an amount in cash for each Restricted Stock Unit subject
to an outstanding Award equal to the cash dividend paid on a share of Stock as
soon as practical after such cash dividend is paid to CPI stockholders but in no
event later than 2 1/2 months after the calendar year in which such cash
dividend is paid; provided, however, the right of a Key Employee to receive a
cash payment under this Section 6.3 shall be forfeited if Key Employee
terminates employment as a Key Employee for any reason whatsoever (except death,
as provided in Section 6.2 above) prior to the record date of the cash dividend.
For purposes of this Section 6.3, an Award is outstanding to the extent the
Award haS neither been forfeited or become vested and payable under Section 6.2.

      6.4 Section 409A Compliance. CPI intends that (1) any Awards either (a) be
exempt from the application of Code Section 409A and the regulations, rulings
and other guidance issued thereunder (the "Requirements") as a "short-term
deferral" or (b) comply with the Requirements and that (2) the Awards be
administered in accordance with such Requirements so that compensation paid in
connection with such Awards (including any

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payment made under Section 6.3) shall not be included in income under Code
Section 409A. Any ambiguities in this Plan shall be construed to effect the
intent as described in this Section 6.4. If any provision of this PLan is found
to be in violation of the Requirements, then such provision shall be deemed to
be modified or restricted to the extent and in the manner necessary to render
such provision in conformity with the Requirements, or shall be deemed excised
from this Plan, and this Plan shall be construed and enforced to the maximum
extent permitted by the Requirements as if such provision had been originally
incorporated in this Plan as so modified or restricted, or as if such provision
had not been originally incorporated in this Plan, as the case may be.

                                    Section 7

                                   ADJUSTMENT.

      In the event of any change in the capitalization of CPI, including, but
not limited to, such changes as stock dividends or stock splits, the Committee
shall adjust in an equitable manner outstanding Restricted Stock Units to
reflect such change. The Committee as part of any corporate transaction, such as
a merger, consolidation, acquisition or disposition of property or stock,
extraordinary dividend (if an equivalent cash amount is not paid per Section
6.3), separation (including a spin-off), reorganization or partial or complete
liquidation, shall have the right to adjust in an equitable manner the
outstanding Restricted Stock Units and related vesting conditions. The Committee
may grant Awards to effect the assumption of, or the substitution for,
restricted stock unit awards previously granted by any other entity to the
extent that such transaction calls for such substitution or assumption of such
awards.

                                    Section 8

                               CHANGE IN CONTROL.

      In the event of a Change in Control, an Award shall vest immediately and
be paid in accordance with Section 6.2.

                                    Section 9

                            AMENDMENT OR TERMINATION.

      This Plan may be amended by the Committee from time to time to the extent
that the Committee deems necessary or appropriate. The Committee also may
suspend the granting of Awards at any time and may terminate the Plan at any
time. However, the Committee shall not have the right unilaterally to modify,
amend or cancel any Award granted before such suspension or termination unless
(1) the Key Employee consents in writing to such modification, amendment or
cancellation, (2) a modification is necessary or appropriate under Section 6.4
or (3) there is a dissolution or liquidation of CPI or a transaction described
in Section 7 or Section 8. Notwithstanding the foregoing, unless otherwise
determined by the Committee upon amending the Plan, any outstanding Awards
automatically shall incorporate any amendments to the Plan.

                                   Section 10

                                 MISCELLANEOUS.

      10.1 Shareholder Rights. No Key Employee shall have any rights as a
shareholder of CPI as a result of the grant of an Award.

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      10.2 No Contract of Employment. The grant of an Award shall not constitute
a contract of employment and shall not confer on a Key Employee any rights upon
his or her termination of employment in addition to those rights, if any,
expressly set forth in the related Award Certificate.

      10.3 Withholding. Each Award shall be made subject to the condition that
the Key Employee consents to whatever action the Committee directs to satisfy
the minimum federal and state tax withholding requirements, if any, which the
Committee in its discretion deems applicable.

      10.4 Construction. All references to sections (Section) are to sections
(Section) of this Plan unless otherwise indicated. This Plan shall be construed
under thE laws of the State of Georgia. For purposes of definitions set forth in
this Plan, the singular shall include the plural and the plural shall include
the singular. The headings to sections in the Plan have been included for
convenience of reference only.

      10.5 Rule 16b-3. The Committee shall have the right to amend any Award as
the Committee deems appropriate in order to satisfy any condition or requirement
under Rule 16b-3 to the extent Rule 16 of the 1934 Act might be applicable to
such Award.

      10.6 Nontransferability and Status as Unsecured Creditor. No Award or
other right or interest of a Key Employee under the Plan may be pledged,
encumbered, or hypothecated to, or in favor of, or subject to any lien,
obligation, or liability of such Key Employee to, any party, or assigned or
transferred by such Key Employee otherwise than by will or the laws of descent
and distribution. The obligation of CPI to make any payments under this Plan
shall be unfunded and unsecured. All payments to, or on behalf of, a Key
Employee shall be made from the general assets of CPI, and any claim by a Key
Employee or a Beneficiary against CPI for any payment under this Plan shall be
treated the same as a claim of any general and unsecured creditor of CPI.

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      IN WITNESS WHEREOF, CPI has caused its duly authorized officer to execute
this Plan to evidence its adoption of this Plan.

                                  COUSINS PROPERTIES INCORPORATED

                                  By:    ____________________________________

                                  Name:  ____________________________________

                                  Its:   ____________________________________

                                  Date:  ____________________________________

<PAGE>

                         COUSINS PROPERTIES INCORPORATED
                         2005 RESTRICTED STOCK UNIT PLAN
                        RESTRICTED STOCK UNIT CERTIFICATE

      This Restricted Stock Unit Certificate evidences the grant by Cousins
Properties Incorporated ("CPI") of an award ("Award") of restricted stock units
("Restricted Stock Units") to the employee named below ("Key Employee") pursuant
to CPI's 2005 Restricted Stock Unit Plan (the "Plan"). All of the terms,
conditions and definitions set forth in the Plan are incorporated in this
Certificate, and this Award is subject to all of the terms and conditions set
forth in the Plan and in this Certificate.

                              Terms and Conditions

1.    Name of Key Employee: ______________________________.

2.    Grant Date. The Grant Date is _____________________.

3.    Number of Units. The Restricted Stock Unit grant is _________ units. The
      value of each unit is equal to the Fair Market Value of one share of
      common stock of CPI ("Stock") as of the date payment is due under the
      Plan.

4.    Vesting and Forfeiture. This Award shall vest with respect to 25% of the
      Restricted Stock Units on each anniversary of the Grant Date until it is
      100% vested; provided Key Employee has been continuously employed by CPI
      through the applicable anniversary date. In addition, Key Employee shall
      vest with respect to 100% of the Restricted Stock Units (a) if Key
      Employee's employment with CPI terminates by reason of death or (b) upon a
      Change in Control. If Key Employee's employment with CPI terminates other
      than by reason of Key Employee's death prior to complete vesting of the
      Restricted Stock Units, the Restricted Stock Units not vested as of such
      termination of employment shall be forfeited and expire immediately and
      automatically. A transfer between or among CPI, CREC, a Preferred Stock
      Subsidiary that is covered by this Plan, or any Subsidiary, Parent or
      Affiliate of CPI or CREC shall not be treated as a termination of
      employment with CPI.

5.    Individual Account. A separate bookkeeping account shall be established
      and maintained by CPI (the "Account") to record Key Employee's Restricted
      Stock Units. The Account shall be maintained on CPI's books solely for
      record keeping purposes, and shall not represent any actual segregation or
      investment of assets or any interest in any shares of Stock.

6.    Cash Dividends. If a cash dividend (whether ordinary or extraordinary) is
      paid on a share of Stock while an Award is outstanding, CPI shall pay Key
      Employee an amount in cash for each Restricted Stock Unit subject to an
      outstanding Award equal to the cash dividend paid on a share of Stock as
      soon as practical after the date of the payment of the cash dividend, but
      in no event later than 2 1/2 months after the calendar year in which the
      cash dividend is paid; provided, however, the right of Key Employee to
      receive this cash payment shall be forfeited if Key Employee terminates
      employment as a Key Employee for any reason (except death) before the
      dividend payment date.

7.    Distribution of Payment Represented by Units. Payment of vested Restricted
      Stock Units shall be made in a single payment in cash as soon as
      practicable after the Restricted Stock Units vest, but in no event later
      than 2 1/2 months after the calendar year in which vesting occurs. In the
      event of the Employee's death, payment of the vested Restricted Stock
      Units shall be made to the Employee's Beneficiary in a single payment as
      soon as practicable after the Employee's death, but in no event later than
      2 1/2 months after the calendar year in which the Employee dies.

8.    Withholding. CPI shall have the right to take whatever action the
      Committee directs to satisfy applicable federal, state and other
      withholding requirements.

<PAGE>

9.    Nontransferability and Status as Unsecured Creditor. Key Employee shall
      have no right to transfer or otherwise assign Key Employee's interest in
      any Restricted Stock Units. All payments pursuant to this Award 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.

10.   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.

11.   No Shareholder Rights. Key Employee shall have no rights as a shareholder
      of CPI as a result of this Award.

12.   Amendment and Termination. The Plan and this Award may be modified and/or
      terminated as set forth in the Plan.

13.   Miscellaneous. This Certificate shall be governed by the laws of the State
      of Georgia.

                         Cousins Properties Incorporated

                         By:    ____________________________________

                         Name:  ____________________________________

                         Its:   ____________________________________