Exhibit 10.7.9


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

On October 26, 2005, the Compensation Committee of the Board of Directors of CBL
& Associates  Properties,  Inc. (the "Company")  approved certain adjustments to
the criteria or matters  pursuant to which  designated  Company  executives  are
eligible to earn bonuses  during the 2005 fiscal year 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.

These adjustments affected the maximum potential bonuses that could be earned by
two of the three  executives  covered by these  bonus  criteria  who  qualify as
"named  executive  officers"  of the  Company  (pursuant  to Item  402(a)(3)  of
Securities  and Exchange  Commission  Regulation  S-K), as follows:  the maximum
potential  bonus  payments  that  could be earned by John N. Foy and  Stephen D.
Lebovitz  for  specified  projects  completed  during  2005 was  increased  from
$575,000  to  $675,000  for each of such named  executive  officers.  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  adjustments  to the  potential  bonus  levels  approved as
described above for certain officers,  the Compensation  Committee also approved
an increase from $1,000,000 to $1,075,000 in the amount of a separate allocation
of funds to be available as bonus  compensation  for payment to three designated
senior  executives,  in conjunction with the Compensation  Committee's  decision
concerning  the  actual  bonuses  to be paid to such  officers  based  upon  the
Committee's evaluation of their performance during 2005. Two of the officers who
participated  in such bonus pool for fiscal 2005 are named  executive  officers,
and the  Compensation  Committee  approved the following  2005 bonus amounts for
such  officers:  Charles B.  Lebovitz  -  $675,000  and  Augustus  N.  Stephas -
$225,000.

In the case of both of the bonus  mechanisms  described  above  for  2005,  each
officer who  receives a bonus has 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.