Exhibit 10.7.7


        Summary Description of May 9, 2005 Compensation Committee Action
                  Approving 2005 Executive Bonus Opportunities


On May 9, 2005, the Compensation Committee of CBL & Associates Properties,  Inc.
(the "Company")  approved the criteria or matters  pursuant to which  designated
Company  executives  will be eligible to earn  bonuses for the 2005 fiscal year.
The amount of the bonus paid to each executive will be based upon the successful
continuation   and/or   completion  of  development,   financing,   leasing  and
re-leasing, temporary leasing, sponsorships,  management, accounting, marketing,
remodelings,  expansions,  peripheral  property  sales,  acquisitions  and joint
ventures  with  respect to the  Company  and its  properties  identified  by the
Compensation   Committee  as  being  within  each  such  executive's   areas  of
responsibility.  Three of the  executives  covered by these bonus  criteria  are
"named  executive  officers"  (pursuant  to Item  402(a)(3)  of  Securities  and
Exchange Commission Regulation S-K). The potential bonuses that the Compensation
Committee provided that such named executive officers could earn pursuant to the
above-stated criteria or matters are as follows: John N. Foy - $575,000; Stephen
D. Lebovitz - $575,000;  and Eric P. Snyder - $300,000. The actual amount of any
bonus payouts will be dependent on the successful  continuation or completion of
the projects or matters upon which each such officer's  bonus is based,  as well
as the officer's continued employment with the Company at such time.

In addition to the  potential  bonus  levels  approved  as  described  above for
certain officers, the Compensation Committee also approved a separate allocation
of up to an aggregate of  $1,000,000 to be available as bonus  compensation  for
payment to three designated senior executives,  with the actual bonuses for such
officers  to be  determined  during  the  fourth  quarter of 2005 based upon the
Compensation  Committee's  evaluation of such officers'  performance  during the
year.  Two of the officers  for whom any fiscal 2005 bonuses will be  determined
pursuant to this method are named  executive  officers,  Charles B. Lebovitz and
Augustus N. Stephas.

In the case of both of the bonus  mechanisms  described  above  for  2005,  each
officer who  receives a bonus will have the option of  electing  whether to have
his or her  bonus  paid in cash  or in  shares  of the  Company's  Common  Stock
pursuant to the terms of the Stock  Incentive  Plan. The number of shares issued
with  respect to any bonus that an  officer  elects to receive in the  Company's
Common Stock will be determined based on the market value of the Common Stock on
the date when such bonus becomes payable.