exhibit10-74.htm


    Exhibit
10.7.4

    


    SUMMARY
DESCRIPTION OF CBL & ASSOCIATES PROPERTIES, INC.

    DIRECTOR
COMPENSATION ARRANGEMENTS

    


    In November 2007, upon the
recommendation of the Company’s Compensation Committee, the Board of Directors
voted to make the following adjustments to the schedule of fees that had been in
effect since January 1, 2005 governing the cash portion of the Company’s
compensation arrangements for each Director not employed by the Company (a
“Non-Employee Director”):

    


    
      	
               

               

              Description

            	
              Amount
      of Fee

              Prior
      to

              January 1, 2008

            	
              New
      Fees

              Effective

              January 1, 2008

            
	
              Annual
      Fee for each Non-Employee Director

            	
              $27,500

            	
              $30,000

            
	 	 	 
	
              Meeting
      Fee for each Board, Compensation Committee, Nominating/Corporate
      Governance Committee or Audit Committee Meeting Attended*

            	
              $1,500

            	
              $1,750

            
	 	 	 
	
              Monthly
      Fee for each Non-Employee Director Who Serves as a Member of the Executive
      Committee (in lieu of Executive Committee Meeting Fees)

            	
              $750

            	
              $875

            
	 	 	 
	
              Monthly
      Fee for the Audit Committee Chairman*

            	
              $2,000

            	
              $2,250

            
	 	 	 
	
              Fee
      for each Telephonic Board or Committee Meeting

            	
              $750

            	
              $875

            


    

    


    *The
Non-Employee Director who serves as Chairman of the Audit Committee receives a
monthly fee in lieu of meeting fees for his participation on the Audit
Committees.

    


    Each Non-Employee director also
receives reimbursement of expenses incurred in attending meetings.

    


    Each fiscal year of the Company,
Non-Employee Directors also receive either an annual grant of options to
purchase 1,000 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 1,000 shares of restricted Common Stock of the Company
(each as adjusted to reflect a two-for-one stock split of our Common Stock,
which was effected in the form of a stock dividend as of June 15,
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 1,000 shares of
restricted Common Stock upon joining the Board of Directors (as adjusted to
reflect a two-for-one stock split of our Common Stock, which was effected in the
form of a stock dividend as of June 15, 2005).