Exhibit 10.7.4


             SUMMARY DESCRIPTION OF CBL & ASSOCIATES PROPERTIES, INC
                       DIRECTOR COMPENSATION ARRANGEMENTS

         During 2004, each Director not employed by the Company (a "Non-Employee
Director") received from the Company an annual fee of $25,000. In addition to
the annual fee, each Non-Employee Director received a meeting fee of $1,500 for
each Board, Compensation Committee and Nominating/Corporate Governance Committee
meeting attended and $500 for each telephonic Board meeting attended and
reimbursement of expenses incurred in attending meetings. In addition, but with
the exception of the Non-Employee Director who was Chairman of the Audit
Committee, each Non-Employee Director received from the Company a fee of $1,500
for each Audit Committee meeting attended. Each Non-Employee Director serving as
a member of the Executive Committee and the Non-Employee Director serving as
Chairman of the Audit Committee received from the Company a monthly fee of $750
in lieu of meeting fees for their participation on the Executive and Audit
Committees in 2004.

         Effective as of January 1, 2005, fees to Non-Employee Directors were
increased such that each Non-Employee Director shall receive from the Company an
annual fee of $27,500 and a fee of $1,500 for each Board, Compensation and
Nominating/Corporate Governance Committee meeting attended. In addition, but
with the exception of the Non-Employee Director who is Chairman of the Audit
Committee, each Non-Employee Director shall receive from the Company a fee of
$1,500 for each Audit Committee meeting attended. Each Non-Employee Director
shall receive a fee of $750 for each telephonic Board meeting attended plus
reimbursement of expenses incurred in attending meetings. Effective as of
January 1, 2005, each Non-Employee Director serving as a member of the Executive
Committee shall receive from the Company a monthly fee of $750, and the
Non-Employee Director serving as Chairman of the Audit Committee shall receive a
monthly fee of $2,000, in lieu of meeting fees for their participation on the
Executive and Audit Committees.

         Each fiscal year of the Company, Non-Employee Directors receive either
an annual grant of options to purchase 500 shares of Common Stock having an
exercise price equal to 100% of the fair market value of the shares of Common
Stock on December 31 of such fiscal year or up to 500 shares of restricted
Common Stock of the Company. For 2004, each Non-Employee Director received 250
shares of restricted Common Stock of the Company with a value (on the date of
grant, January 3, 2005) of $75.44 per share, the average of the high and low
trading prices of the Company's Common Stock as reported on the NYSE on January
3, 2005. The restrictions on shares of Common Stock received by the Non-Employee
Directors are set forth in the Stock Incentive Plan and provide that such shares
may not be transferred during the Non-Employee Director's term and for one year
thereafter. Each holder of a Non-Employee Director option granted pursuant to
the above-stated arrangement has the same rights as other holders of options in
the event of a change in control. Options granted to the Non-Employee Directors
(i) shall have a term of 10 years from date of grant, (ii) are 100% vested upon
grant, (iii) are non-forfeitable prior to the expiration of the term except upon
the Non-Employee Director's conviction for any criminal activity involving the
Company or, if non-exercised, within one year following the date the
Non-Employee Director ceases to be a director of the Company, and (iv) are
non-transferable.

         In addition, any person who becomes a Non-Employee Director will
receive an initial grant of 500 shares of restricted Common Stock upon joining
the Board of Directors.