CBL & ASSOCIATES PROPERTIES INC
EXHIBIT 10.7.6 COMPENSATION COMMITTEE ACTION
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exhibit1076.txt
<DESCRIPTION>EXHIBIT 10.7.6 COMPENSATION COMMITTEE ACTION
<TEXT>
                                                                  Exhibit 10.7.6


        Summary Description of May 9, 2005 Compensation Committee Action
                  Confirming 2005 Executive Base Salary Levels


On May 9, 2005, the Compensation Committee of CBL & Associates Properties,  Inc.
(the "Company")  confirmed the following 2005 Base Salary levels for each of the
Company's executive officers, including the following individuals who qualify as
"named  executive  officers"  (pursuant  to Item  402(a)(3)  of  Securities  and
Exchange Commission Regulation S-K):
<TABLE>
<CAPTION>
       Name:                                      Title:                                 2005 Base Salary:
----------------------             ------------------------------------------           -------------------
<S>                                <C>                                                        <C>
Charles B. Lebovitz                Chairman of the Board and                                  $542,526
                                   Chief Executive Officer

John N. Foy                        Vice Chairman of the Board, Chief                          $466,320
                                   Financial Officer and Treasurer

Stephen D. Lebovitz                Director, President and Secretary                          $450,000

Eric P. Snyder                     Senior Vice President and                                  $426,000
                                   Director of Corporate Leasing

Augustus N. Stephas                Senior Vice President - Accounting                         $436,600
                                   and Controller
</TABLE>

Each of Charles B. Lebovitz,  John N. Foy and Stephen D. Lebovitz are parties to
deferred compensation agreements issued under the Stock Incentive Plan, pursuant
to which the amounts  representing  annual  increases  over their base  salaries
since  1995  are paid in  quarterly  installments  in the form of the  Company's
Common Stock rather than cash.



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