Exhibit 10.7.10


      Summary Description of October 26, 2005 Compensation Committee Action
                  Approving 2006 Executive Bonus Opportunities

On October 26, 2005, the Compensation Committee of the Board of Directors 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 2006 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
qualify as "named executive officers" of the Company (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 -  $725,000;  Stephen  D.  Lebovitz  -  $725,000;  and  Eric P.  Snyder -
$325,000.  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  $1,325,000 to be available as bonus  compensation  for
payment to three designated senior  executives,  consisting of specified maximum
bonuses that could be earned by each of the three executives totaling $1,175,000
plus the opportunity to share in an unallocated  discretionary  bonus pool of up
to $150,000.  The actual bonus payments to such  officers,  including the amount
(if any) to be paid out of the $150,000  unallocated  pool,  will be  determined
during the fourth quarter of 2006 by the Compensation Committee,  based upon its
evaluation of such  officers'  performance  during the year. Two of the officers
for whom any fiscal 2006 bonuses will be determined  pursuant to this method are
named  executive   officers,   and  the  potential  bonus  payouts  set  by  the
Compensation  Committee  for each of these  officers is as  follows:  Charles B.
Lebovitz  -  $725,000  plus  any  additional  participation  in the  unallocated
$150,000   pool,  and  Augustus  N.  Stephas  -  $250,000  plus  any  additional
participation in the unallocated $150,000 pool.

As with the 2005 bonuses, in the case of both of the bonus mechanisms  described
above for 2006,  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  Company's  Amended  and
Restated  Stock  Incentive  Plan,  as amended.  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.