Edgar Filing: CBL & ASSOCIATES PROPERTIES INC

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

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CBL & ASSOCIATES PROPERTIES, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[Letterhead of CBL & Associates Properties, Inc.]
CBL Center, Suite 500
2030 Hamilton Place Boulevard
Chattanooga, TN 37421-6000

April 5, 2004

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders
which will be held at The Chattanoogan, 1201 South Broad Street, Chattanooga,
Tennessee, on Monday, May 10, 2004 at 4:00 p.m.(EDT).

The Notice and Proxy Statement on the following pages contain details
concerning the business to come before the meeting. Management will report on
current operations and there will be an opportunity for discussion concerning
the Company and its activities. Please sign and return your proxy card in the
enclosed envelope to ensure that your shares will be represented and voted at
the meeting even if you cannot attend. You are urged to sign and return the
enclosed proxy card even if you plan to attend the meeting.

I look forward to personally meeting all stockholders who are able to
attend.

Sincerely,

/s/ Charles B. Lebovitz

Chairman of the Board and
Chief Executive Officer

CBL & ASSOCIATES PROPERTIES, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 10, 2004

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CBL &
Associates Properties, Inc., a Delaware corporation (the "Company"), will be
held at The Chattanoogan, 1201 South Broad Street, Chattanooga, Tennessee, on
Monday, May 10, 2004 at 4:00 p.m. (EDT) for the following purposes:

1. To re-elect two directors to serve for a term of three years and until
their respective successors are elected and qualified;

2. To act upon a proposal to ratify the selection of Deloitte & Touche LLP as
the independent public accountants for the Company's fiscal year ending
December 31, 2004; and

3. To consider and act upon any other matters which may properly come before
the meeting or any adjournment thereof.

In accordance with the provisions of the Company's Bylaws, the Board of
Directors has fixed the close of business on March 12, 2004, as the record date
for the determination of the stockholders entitled to notice of, and to vote at,
the Annual Meeting.

Your attention is directed to the accompanying Proxy Statement.

Whether or not you plan to attend the meeting, we urge you to sign, date
and promptly return the enclosed Proxy in order to ensure representation of your
shares. An addressed envelope for which no postage is required if mailed in the
United States is enclosed for that purpose. Returning your Proxy will not
prevent you from voting your shares at the meeting if you desire to do so, as
your Proxy is revocable at your option.

By Order of the Board of Directors

/s/ Stephen D. Lebovitz

President and Secretary

Chattanooga, Tennessee
April 5, 2004

PROXY STATEMENT

CBL & ASSOCIATES PROPERTIES, INC.
2030 Hamilton Place Blvd.
Suite 500
CBL Center
Chattanooga, Tennessee 37421

ANNUAL MEETING OF STOCKHOLDERS
May 10, 2004

PROXIES

The enclosed proxy is solicited by and on behalf of the Board of Directors
of CBL & Associates Properties, Inc., a Delaware corporation (the "Company"),
for use at the annual meeting of stockholders (the "Annual Meeting") of the
Company to be held at The Chattanoogan, 1201 South Broad Street, Chattanooga,
Tennessee, on Monday, May 10, 2004, at 4:00 p.m. (EDT) and at any and all
postponements or adjournments thereof. Any proxy given may be revoked at any
time before it is voted by filing with the Secretary of the Company either an
instrument revoking it or a duly executed proxy bearing a later date. All
expenses of the solicitation of proxies for the Annual Meeting, including the
cost of mailing, will be borne by the Company. In addition to solicitation by
mail, officers and regular employees of the Company may solicit proxies from
stockholders by telephone, telegram or personal interview but will not receive
additional compensation for such services. The Company also intends to request
persons holding stock in their name or custody, or in the name of nominees, to
send proxy materials to their principals and request authority for the execution
of the proxies. The Company will reimburse such persons for the associated
expense.

The Company anticipates mailing proxy materials and the Annual Report for
the Company's fiscal year ended December 31, 2003, on or about April 5, 2004 to
stockholders of record as of March 12, 2004.

VOTING SECURITIES

Record Date and Shares Entitled to Vote

Only stockholders of record at the close of business on March 12, 2004, are
entitled to vote on the matters to be presented at the Annual Meeting. The
number of shares of the Company's Common Stock, par value $.01 per share
("Common Stock"), outstanding on such date and entitled to vote was 30,654,697
shares.

Quorum Requirements

The presence in person or by proxy of holders of record of a majority of
the outstanding shares of Common Stock is required for a quorum to transact
business at the Annual Meeting with respect to those matters requiring approval
by the holders of Common Stock, but if a quorum should not be present, the
Annual Meeting may be adjourned from time to time until a quorum is obtained.

Votes Necessary to Approve the Proposals

The affirmative vote of the holders of a plurality of the shares of the
Common Stock present or represented at the Annual Meeting is required for the
election of directors. The affirmative vote of the holders of a majority of the
shares of Common Stock present or represented at the Annual Meeting is required
for the ratification of the selection of the independent public accountants.
Each share of Common Stock is entitled to one vote with respect to those matters
upon which such share is to be voted.

Voting Procedures

A proxy card is being mailed to each holder of shares of the Company's
Common Stock for voting with respect to each stockholder's shares of Common
Stock. Stockholders holding shares of Common Stock should complete, sign and
return to the Company the proxy card.

Abstentions and broker non-votes (shares held by a broker or nominee which
are represented at the Annual Meeting, but with respect to which such broker or
nominee does not have discretionary authority to vote on a particular proposal)
will be counted as present at the Annual Meeting for the purpose of determining
whether or not a quorum exists. Abstentions and broker non-votes will generally
not be counted for any other purpose, except that abstentions with respect to
any proposal, other than the election of directors, will be treated as negative
votes.

Unless contrary instructions are indicated on the accompanying proxy, the
shares represented thereby will be voted in accordance with the recommendations
of the Board of Directors.

ELECTION OF DIRECTORS

The Board of Directors currently consists of nine members divided into
three classes (having two, three and four members, respectively) serving
staggered three-year terms. Under the Company's Amended and Restated Certificate
of Incorporation (the "Certificate of Incorporation") and Amended and Restated
Bylaws (the "Bylaws"), a majority of the directors must be unaffiliated
("Independent Directors") with the Company and its predecessor entity, CBL &
Associates, Inc. and its affiliates ("CBL's Predecessor"). Each year the term of
office of one class of directors expires.

Upon the recommendation of the Company's Nominating/Corporate Governance
Committee, the Board of Directors intends to present for action at the Annual
Meeting the re-election of Stephen D. Lebovitz and Winston W. Walker, whose
present terms expire in 2004, to serve for a term of three years and until their
successors are duly elected and shall qualify. Mr. Lebovitz is a Director,
President and Secretary of the Company and Mr. Walker is one of the Company's
Independent Directors and currently serves as the Chairman of the Company's
Audit Committee.

Unless authority to vote for such directors is withheld, the enclosed proxy
will be voted for such persons, except that the persons designated as proxies
reserve discretion to cast their votes for other persons in the unanticipated
event that any of such nominees is unable or declines to serve.

Nominees

Set forth below is information with respect to the nominees for election:

Name Age Current Position*
---------------------- ---------------- ---------------------------------

Stephen D. Lebovitz 43 Director, President and Secretary
Winston W. Walker 60 Director

--------------------

* The position shown represents the individual's position with the Company
and with CBL & Associates Management, Inc., a Delaware corporation (the
"Management Company"), through which the Company's property management and
development activities are conducted.

STEPHEN D. LEBOVITZ has served as President and Secretary of the Company
since February 1999 and as a Director of the Company since the completion of its
initial public offering in November 1993. Since joining CBL's Predecessor in
1988, Mr. Lebovitz has also served as Executive Vice President -
Development/Acquisitions, Executive Vice President - Development, Senior Vice
President - New England Office and as Senior Vice President - Community Center
Development and Treasurer of the Company. Before joining CBL's Predecessor, Mr.
Lebovitz was affiliated with Goldman, Sachs & Co. from 1984 to 1986. He is
President of the Boston Jewish Family and Children's Service, a member of the
Board of Directors of the Combined Jewish Philanthropic, Boston, Massachusetts
and a member of the Board of Directors of the Children's Hospital Trust, Boston,
Massachusetts. He is a Trustee and Divisional Vice President of the
International Council of Shopping Centers ("ICSC"). Stephen D. Lebovitz is a son
of Charles B. Lebovitz and a brother of Michael I. Lebovitz.

WINSTON W. WALKER has served as a Director of the Company since the
completion of its initial public offering. He is a member of the Compensation
and Nominating/Corporate Governance Committees of the Board of Directors and is
Chairman of the Company's Audit Committee. Mr. Walker served as President and
Chief Executive Officer of Provident Life and Accident Insurance Company of
America ("Provident") from 1987 until October 1, 1993, and served in various
other capacities with Provident from 1974 to 1987. Mr. Walker is a Director of
Olan Mills, Inc. of Chattanooga, Tennessee.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" THE ELECTION OF THE
TWO DIRECTORS NAMED ABOVE

Directors and Executive Officers

Set forth below is information with respect to the directors and executive
officers of the Company (other than Stephen D. Lebovitz and Winston W. Walker):

Term
Name Expires (1) Age Current Position(2)
----------------------------------- ----------- --- ---------------------------------------------------

Charles B. Lebovitz 2005 67 Chairman of the Board of Directors and Chief
Executive Officer

John N. Foy 2006 60 Vice Chairman of the Board of Directors, Chief
Financial Officer and Treasurer

Claude M. Ballard 2005 74 Director

Gary L. Bryenton 2005 64 Director

Martin J. Cleary 2006 68 Director

Leo Fields 2005 75 Director

William J. Poorvu 2006 68 Director

Ben S. Landress -- 76 Executive Vice President - Management

Ronald L. Fullam -- 61 Senior Vice President - Development

Ronald S. Gimple -- 64 Senior Vice President and General Counsel

Michael I. Lebovitz -- 40 Senior Vice President - Mall Projects

Charles H. (Chuck) May, II -- 60 Senior Vice President - Development

Farzana K. Mitchell -- 52 Senior Vice President - Finance

Jerry L. Sink -- 53 Senior Vice President - Mall Management

Eric P. Snyder -- 54 Senior Vice President and Director of Corporate
Leasing

Augustus N. Stephas -- 61 Senior Vice President - Accounting and Controller

R. Stephen Tingle -- 58 Senior Vice President - Community Center
Development

Charles W.A. Willett, Jr. -- 54 Senior Vice President - Real Estate Finance

------------------

(1) Indicates expiration of term as a director.
(2) The position shown represents the individual's position with the Company and
with the Management Company.

CHARLES B. LEBOVITZ has served as Chairman of the Board and Chief Executive
Officer of the Company since the completion of its initial public offering and
is Chairman of the Executive Committee of the Board of Directors. Mr. Lebovitz
also served as President of the Company until February 1999. Prior to the
Company's formation, he served in a similar capacity with CBL's Predecessor. Mr.
Lebovitz has been involved in shopping center development since 1961 when he
joined his family's development business. In 1970, he became affiliated with
Arlen Realty & Development Corp. ("Arlen") where he served as President of
Arlen's shopping center division, and, in 1978, he founded CBL's Predecessor
together with his associates (the "Associates"), including John N. Foy and Ben
S. Landress. Mr. Lebovitz is an Advisory Director of First Tennessee Bank, N.A.,
Chattanooga, Tennessee and a National Vice Chairman of the United Jewish Appeal.
Mr. Lebovitz has previously served as a Trustee, Vice President (Southern
Division) and Chairman of the ICSC.

JOHN N. FOY has served as Vice Chairman of the Board of Directors and
Treasurer of the Company since February 1999 and as a Director and Chief
Financial Officer of the Company since the completion of its initial public
offering in 1993. Until February 1999, he served as Executive Vice President -
Finance and Secretary of the Company. Mr. Foy is a member of the Executive
Committee of the Board of Directors. Prior to the Company's formation, he served
in similar executive capacities with CBL's Predecessor. Mr. Foy has been
involved in the shopping center industry since 1968 when he joined the Lebovitz
family's shopping center development business. In 1970, he became affiliated
with the shopping center division of Arlen, and, in 1978, joined Charles B.
Lebovitz as an Associate in establishing CBL's Predecessor. Mr. Foy served as
Chairman of the Board of First Fidelity Savings Bank in Crossville, Tennessee
from December 1985 until April 1994. Mr. Foy currently serves as a member of the
Advisory Board of AmSouth Bank of Chattanooga, Tennessee and as a Director of
Chattanooga Neighborhood Enterprise, a non-profit organization based in
Chattanooga, Tennessee. Mr. Foy is also a member of the Board of Governors of
the National Association of Real Estate Investment Trusts (NAREIT).

CLAUDE M. BALLARD, CRE, M.A.I. has served as a Director of the Company
since the completion of its initial public offering and is Chairman of the
Compensation Committee and a member of the Audit and Nominating/Corporate
Governance Committees of the Board of Directors. Mr. Ballard has served as a
general partner, limited partner and senior consultant of Goldman Sachs & Co.
and as a Senior Vice President in the real estate division of the Prudential
Insurance Company of America. He is currently a Director of Quapaw Council, Boy
Scouts of America, Horizon Hotel Corp. and Research Solutions, Inc. Mr. Ballard
is a member of the Board of Directors of St. Vincent's Infirmary, Little Rock,
Arkansas.

GARY L. BRYENTON joined the Company as a Director on January 31, 2001, in
accordance with the terms of the Company's acquisition of a portfolio of
properties from Jacobs Realty Investors Limited Partnership, a Delaware limited
partnership ("JRI") and certain of its affiliates and partners (collectively
referred to herein as the "Jacobs Group" and the acquisition is referred to
herein as the "Jacobs Acquisition"). Mr. Bryenton is a member of the Company's
Audit and Nominating/Corporate Governance Committees. Mr. Bryenton is a Senior
Partner of the law firm of Baker & Hostetler LLP and has formerly served as the
firm's Executive Partner and Chief Operating Officer. He currently serves as
Chairman of the Board of Trustees of Heidelberg College and is a member of the
Board of Trustees of the Cleveland Orchestra and the Rock and Roll Hall of Fame
and Museum.

MARTIN J. CLEARY joined the Company as Director on January 31, 2001, in
accordance with the terms of the Jacobs Acquisition. Mr. Cleary is a member of
the Company's Compensation Committee. Mr. Cleary is the former President and
Chief Operating Officer of The Richard E. Jacobs Group, Inc. He is currently a
Director and member of the Human Resources Committee of Guardian Life Insurance
Company and a Director and member of the Audit Committee of the Lamson &
Sessions Company. Mr. Cleary is also an ex-officio Trustee and former Chairman
of the ICSC.

LEO FIELDS has served as a Director of the Company since the completion of
its initial public offering and is a member of the Executive Committee of the
Board of Directors. Mr. Fields is Co-Chairman of Weisberg & Fields, Inc., an
investment advisory firm he started in 1991. From 1984 through 1991, Mr. Fields
directed Leo Fields Interests, a private investment firm. He was affiliated with
Zale Corporation from 1947 until his retirement in 1984, serving, from 1981 to
1984, as Vice Chairman and a member of Zale's Executive Committee. He is a
Trustee of the Dallas Home for the Jewish Aged Endowment Foundation and serves
on the Executive Committee of Legacy Senior Communities, Inc. Mr. Fields is also
a Director of the M. B. and Edna Zale Foundation.

WILLIAM J. POORVU has served as a Director of the Company since the
completion of the Company's initial public offering. He is Chairman of the
Company's Nominating/Corporate Governance Committee and a member of the
Compensation and Audit Committees of the Board of Directors. Mr. Poorvu was a
professor at Harvard Business School specializing in real estate courses from
1981 to mid-2002 and is currently Professor Emeritus at the school. Mr. Poorvu
is also managing partner in several private real estate companies and has
authored a number of books on real estate subjects. He is Co-Chairman of the
Board of Advisors of Baupost Group, L.L.C. and a Trustee/Director and Chairman
of the Audit Committee of certain mutual funds (six of which are publicly
traded) in the MFS Family of Funds. Mr. Poorvu serves as a Life Trustee for the
Boston Symphony Orchestra, as Trustee and Treasurer for the Gardner Museum in
Boston, Massachusetts, and as Trustee and Vice-Chairman of the National Public
Radio Foundation.

BEN S. LANDRESS serves as Executive Vice President - Management of the
Company. He has held that position since January 1997. Prior to that time, Mr.
Landress served as Senior Vice President - Management and prior thereto, he
served in a similar capacity with CBL's Predecessor. Mr. Landress directs the
day-to-day management of the Company's properties and is responsible for general
corporate administration. Mr. Landress has been involved in the shopping center
business since 1961 when he joined the Lebovitz family's development business.
In 1970, he became affiliated with Arlen's shopping center division, and, in
1978, joined Mr. Lebovitz as an Associate in establishing CBL's Predecessor.

RONALD L. FULLAM serves as Senior Vice President - Development of the
Company. He has held that position since January 1997. Prior to that time, Mr.
Fullam served as Vice President - Development of the Company. Mr. Fullam joined
Arlen's shopping center development division as a project manager in August 1977
and CBL's Predecessor as a Vice President upon its formation in 1978.

RONALD S. GIMPLE serves as Senior Vice President and General Counsel of the
Company. He has held these positions since January 1997. Mr. Gimple joined the
Company in 1994 as Vice President - Development. Prior to joining the Company,
Mr. Gimple served as a Vice President of The Edward J. DeBartolo Corporation,
from 1987 to 1994, and, prior to 1987, he served as General Counsel of Petrie
Store Corporation, Vice President and Real Estate Counsel of BATUS Retail Group
and Vice President and General Counsel of General Growth Company.

MICHAEL I. LEBOVITZ serves as Senior Vice President - Mall Projects of the
Company. He has held that position since January 1997. Prior to that time, Mr.
Lebovitz served as Vice President - Development and as a project manager for the
Company. Mr. Lebovitz joined CBL's Predecessor in 1988 as a project manager for
CoolSprings Galleria in Nashville, Tennessee, and was promoted to Vice President
in 1993. Prior to joining CBL's Predecessor, he was affiliated with Goldman,
Sachs & Co. from 1986 to 1988. He is the immediate past President of the Jewish
Community Federation of Greater Chattanooga, serves as Campaign FRD Pillar Chair
and a Board Member of United Jewish Communities and is a Board Member of the
Chattanooga United Way. Michael I. Lebovitz is a son of Charles B. Lebovitz and
a brother of Stephen D. Lebovitz.

CHARLES H. (CHUCK) MAY, II serves as a Senior Vice President - Development
of the Company. Mr. May joined the Company in June 2003. Prior to joining the
Company, he served as Vice President - Real Estate (2002 - 2003) and Senior
Director - Real Estate (1994 - 2002), for Sears Roebuck & Co. Prior to 1994, Mr.
May served in various capacities, including Vice President, Secretary and
General Counsel and Senior Vice President - Development, with Homart Development
and served as Vice President of Coldwell Banker Commercial Real Estate Group.
Mr. May is a member of the ICSC and the Urban Land Institute.

FARZANA K. MITCHELL serves as Senior Vice President - Finance of the
Company. She has held that position since September 2000. Prior to joining the
Company, Ms. Mitchell was an officer of Lend Lease Real Estate Investments in
Atlanta, Georgia (the successor of Equitable Real Estate Investment Management,
Inc. ("Equitable")). During her service with Equitable, she held various
positions from 1982 to 2000 and she served as Deputy Portfolio Manager for the
Equitable's portfolio of real estate mortgages from 1995 to 2000. From 1976 to
1982, Ms. Mitchell served as Assistant Treasurer of IRT Property Company, a real
estate investment trust. Ms. Mitchell is a certified public accountant, licensed
in the state of Georgia.

JERRY L. SINK serves as Senior Vice President - Mall Management for the
Company. He has held that position since February 1998. Prior to that time, Mr.
Sink served as Vice President - Mall Management. Mr. Sink has served as Vice
President of Retail Asset Management for Equitable Real Estate, Chicago,
Illinois, from January 1988 to June 1993 and, prior to June 1988, he was
affiliated with General Growth Companies, Inc. as Vice President of Management.
Mr. Sink holds the designation of Senior Certified Shopping Center Manager
("SCSM") as recognized by the ICSC.

ERIC P. SNYDER serves as Senior Vice President and Director of Corporate
Leasing for the Company. He has held these positions since January 1997. Mr.
Snyder joined CBL's Predecessor as a project manager in 1978 and was promoted to
Vice President in 1984 and to Vice President and Director of Corporate Leasing
in 1992. From 1974 to 1978, Mr. Snyder was a leasing agent and project manager
for Arlen's shopping centers.

AUGUSTUS N. STEPHAS serves as Senior Vice President - Accounting and
Controller for the Company. He has held these positions since January 1997. Mr.
Stephas joined CBL's Predecessor in July 1978 as Controller and was promoted to
Vice President in 1984. From 1970 to 1978, Mr. Stephas was affiliated with the
shopping center division of Arlen, first as accountant and later as assistant
controller.

R. STEPHEN TINGLE serves as Senior Vice President - Community Center
Development for the Company. He has held that position since January 2000. Prior
to that time, Mr. Tingle served as Vice President and Director of Community
Center Development - Chattanooga Office. Mr. Tingle joined CBL's Predecessor in
1986 as a project manager for community and neighborhood shopping centers and
was promoted to Vice President of Development in 1988. From 1978 to 1986, Mr.
Tingle engaged in the practice of law.

CHARLES W.A. WILLETT, JR. serves as Senior Vice President - Real Estate
Finance for the Company. He has held that position since January 2002. Mr.
Willett was promoted to Vice President - Real Estate Finance in 1996 and held
that position until his promotion to Senior Vice President as stated above.
Prior to 1996, Mr. Willett participated in the Company's finance department and
he served in a similar capacity with CBL's Predecessor prior to 1993. Mr.
Willett joined CBL's Predecessor in 1978 and prior thereto, he was affiliated
with Arlen in its finance and accounting departments.

Operation of the Company's Business

The Company operates through its two wholly-owned subsidiaries, CBL
Holdings I, Inc., a Delaware corporation ("CBL Holdings I"), and CBL Holdings
II, Inc., a Delaware corporation ("CBL Holdings II"). Through the referenced
subsidiaries, the Company currently holds a 1.68% sole general partner interest
and a 53.25% limited partner interest in CBL & Associates Limited Partnership, a
Delaware limited partnership (the "Operating Partnership"). See "Certain
Relationships and Related Transactions - Operating Partnership Agreement; CBL
Rights". The Company conducts substantially all of its business through the
Operating Partnership.

Certain Terms of Jacobs Acquisition

In connection with the Jacobs Acquisition, the Company agreed to expand its
Board of Directors from seven to nine members and to nominate two designees of
JRI as members of the Board. Martin J. Cleary and Gary L. Bryenton were
appointed to the Board as these initial designees. JRI will continue to be
entitled to nominate two Board members until JRI, together with Richard E.
Jacobs and certain members of his family and certain trusts for the benefit of
the families of Richard E. Jacobs and David H. Jacobs (collectively, the "Jacobs
Persons"), as a group, beneficially own fewer than 6.78 million special common
units in the Operating Partnership ("SCUs") and shares of Common Stock,
following which JRI will be entitled to nominate only one Board member. JRI will
no longer be entitled to nominate any Board members if the Jacobs Persons, as a
group, beneficially own fewer than 3.34 million SCUs and shares of Common Stock.
CBL's Predecessor and certain of the Company's executive officers have agreed to
vote their shares in favor of JRI's designees until the twelfth anniversary of
the Jacobs Acquisition. The Jacobs Persons, together with Martin J. Cleary, have
agreed to a 12-year standstill period during which they will not seek to acquire
control of the Company and will not participate in a group which seeks to
acquire such control. The Jacobs Persons, together with Martin J. Cleary, also
agreed until the twelfth anniversary of the Jacobs Acquisition to vote their
shares in favor of the election of the Board's nominees to the Board of
Directors who are running unopposed and uncontested.

Corporate Governance Matters

Overview. The Board of Directors has adopted guidelines on corporate
governance (including director independence criteria), committee charters, and a
code of business conduct and ethics setting forth the Company's corporate
governance principles and practices. These documents can be accessed in the
"Investor Relations - Corporate Governance" section of the Company's website at
www.cblproperties.com or by directing a written request for copies to the
Company at CBL & Associates Properties, Inc., CBL Center, Suite 500, 2030
Hamilton Place Boulevard, Chattanooga, Tennessee 37421-6000, Attention: Director
of Investor Relations.

Director Independence. The Board has adopted a set of director independence
standards ("Director Independence Standards") for evaluating the independence of
each of the Directors in accordance with the requirements of the Securities and
Exchange Commission ("SEC") and of the recently adopted New York Stock Exchange
("NYSE") governance standards. In March 2004, the Board undertook its annual
review of Director independence pursuant to NYSE Rule 303A.02(a) and pursuant to
the Company's Director Independence Standards. During this process, the Board
reviewed whether any Director has any material relationship with the Company
(either directly or as a partner, member, shareholder or officer of an
organization that has a relationship with the Company) which could (directly or
indirectly) materially impact the ability of such director or nominee to exert
his independent judgment and analysis as a member of the Board. As a result of
this review, the Board affirmatively determined that six of the Company's nine
Directors were independent under the standards of the SEC and NYSE and as set
forth in the Company's Director Independence Standards. Messrs. Charles B.
Lebovitz, Stephen D. Lebovitz, and John N. Foy, who are executive officers of
the Company and employees of the Management Company, were not deemed
independent. The full text of the Director Independence Standards is included as
an exhibit to the Company's guidelines on corporate governance, which can be
found in the "Investor Relations - Corporate Governance" section of the
Company's website at www.cblproperties.com. A copy may also be obtained upon
request from the Company's Director of Investor Relations at the address
provided above.

Executive Sessions for Independent Directors. In accordance with the NYSE
Rule 303A.03, the Independent Directors of the Company will meet from time to
time in scheduled executive sessions without management participation. The Board
of Directors has not designated any single presiding director for these
executive sessions. The Independent Directors met in four executive sessions
during 2003.

Communicating with the Board of Directors. The Company provides a process
for stockholders to send communications to the Board or any of the Directors.
Stockholders may send written communication to the Board or any of the Directors
c/o the Corporate Secretary, CBL & Associates Properties, Inc., 2030 Hamilton
Place Blvd., Suite 500, CBL Center, Chattanooga, Tennessee, 37421-6000. All
communications will be compiled by the Company's Corporate Secretary and
submitted to the Board or the individual Directors(s) to whom such communication
is addressed. It is the Company's policy that all Directors attend the Annual
Meeting unless they are prevented from attending due to scheduling conflicts or
important personal or business reasons; provided, however, it is the Company's
policy that a majority of the Directors (including a majority of the Company's
Independent Directors) attend each Annual Meeting. All of the Company's
Directors attended the 2003 Annual Meeting of Stockholders.

Code of Business Conduct and Ethics. The Board has adopted an Amended and
Restated Code of Business Conduct and Ethics (the "Code of Business Conduct")
that applies to all Directors, officers and employees, including the Company's
principal executive officer, principal financial officer and principal
accounting officer. The Code of Business Conduct is available in the "Investor
Relations - Corporate Governance" section of the Company's website at
www.cblproperties.com, or by written request to the Company's Director of
Investor Relations at the address provided above. The purpose of the Code of
Business Conduct is to provide a codification of standards that is reasonably
designed to deter wrongdoing and to promote accountability for and adherence to
the standards of the Code, including honest and ethical conduct; the ethical
handling of actual or apparent conflicts of interest between personal and
professional relationships; full, fair, accurate, timely and understandable
disclosure in the Company's filings with the SEC and in other public
communications by the Company; and compliance with all applicable rules and
regulations that apply to the Company and to its Directors, officers and
employees.

Board of Directors' Meetings and Committees

The Board of Directors has established standing Executive, Audit,
Compensation and Nominating/ Corporate Governance Committees. The Board of
Directors met ten times and took action by written consent two times during
2003. Each director attended more than 75% of the aggregate of (i) the total
number of Board meetings and (ii) meetings of Board committees on which the
director served at the time during 2003.

Executive Committee. The Executive Committee is comprised of Charles B.
Lebovitz (Chairman), John N. Foy and Leo Fields. The Executive Committee may
exercise all the powers and authority of the Board of Directors of the Company
in the management of the business and affairs of the Company as permitted by
law; provided, however, unless specifically authorized by the Board of
Directors, the Executive Committee may not exercise the power and authority of
the Board of Directors with respect to (i) the declaration of dividends, (ii)
issuance of stock, (iii) amendment to the Company's Certificate of Incorporation
or Bylaws, (iv) filling vacancies on the Board of Directors, (v) approval of
borrowings in excess of $40 million per transaction or series of related
transactions, (vi) hiring executive officers, (vii) approval of acquisitions or
dispositions of property or assets in excess of $40 million per transaction and
(viii) certain transactions between the Company and its directors and officers
and certain sales of real estate and reductions of debt that produce
disproportionate tax allocations to CBL's Predecessor pursuant to the Company's
Bylaws. The Executive Committee met four times and took action by unanimous
written consent two times during 2003.

Audit Committee. The Audit Committee is comprised of Winston W. Walker
(Chairman), Claude M. Ballard, William J. Poorvu and Gary L. Bryenton, all of
whom are Independent Directors pursuant to the independence requirements of
Sections 303A.02 and 303A.07(b) of the listing standards of the NYSE as
currently applicable. The Company does not have any set policy in regard to the
number of audit committees on which its Audit Committee members may serve. The
Board of Directors has determined that Mr. Poorvu's service as Chairman of the
audit committees for certain mutual funds in the MFS Family of Funds does not
impair his ability to serve on the Company's Audit Committee due to the
substantial overlap in the functions and responsibilities of the audit
committees for each of such funds. The Audit Committee operates pursuant to a
written amended and restated charter adopted by the Board of Directors on
February 3, 2004. A copy of the amended and restated charter is attached as
Annex 1 to this proxy statement and also is available and can be accessed in the
"Investor Relations - Corporate Governance" section of the Company's website at

www.cblproperties.com. The Audit Committee is responsible for the engagement of
independent public accountants and the plans and results of the audit
engagement. The Audit Committee approves audit and non-audit services provided
by the independent public accountants and the fees therefore and reviews the
adequacy of the Company's internal accounting controls as well as the Company's
accounting policies and results. The Audit Committee met six times during 2003.

Compensation Committee. The Compensation Committee is comprised of Claude
M. Ballard (Chairman), William J. Poorvu, Winston W. Walker and Martin J.
Cleary, all of whom are Independent Directors. The Compensation Committee
operates pursuant to a written charter adopted by the Board of Directors on
February 3, 2004. A copy of the charter is available and can be accessed in the
"Investor Relations - Corporate Governance" section of the Company's website at
www.cblproperties.com. The Compensation Committee reviews and approves
compensation programs generally and, specifically, salaries, bonuses, stock
awards and stock options for officers of the Company of the level of vice
president or higher. The Compensation Committee administers the Amended and
Restated CBL & Associates Properties, Inc. Stock Incentive Plan (the "Stock
Incentive Plan"). The Compensation Committee met three times during 2003.

Nominating/Corporate Governance Committee. The Nominating/Corporate
Governance Committee is comprised of William J. Poorvu (Chairman), Claude M.
Ballard, Gary L. Bryenton and Winston W. Walker, all of whom are Independent
Directors. The Nominating/Corporate Governance Committee operates pursuant to a
written charter adopted by the Board of Directors on February 3, 2004. A copy of
the charter is available and can be accessed in the "Investor Relations -
Corporate Governance" section of the Company's website at www.cblproperties.com.
The Nominating/Corporate Governance Committee reviews and makes recommendations
to the Board of Directors regarding various aspects of the Board of Directors'
and the Company's governance processes and procedures. The Nominating/Corporate
Governance Committee also recommends candidates for election to fill vacancies
on the Board, including consideration of the renominations of members whose
terms are due to expire. The Nominating/Corporate Governance Committee requires
a majority of the Company's directors to be "independent," in accordance with
applicable requirements of the Company's Certificate of Incorporation and Bylaws
as well as rules of the SEC and NYSE (including certain additional independence
requirements for Audit Committee members). A set of uniform Independence
Standards, which was used in making all such Independent Director
determinations, is included in the Company's Corporate Governance Guildelines, a
copy of which is available on the Company's website at www.cblproperties.com. In
addition, the Nominating/Corporate Governance Committee considers the breadth of
a candidate's business and professional skills and experiences, diversity of
background, reputation for personal integrity, and ability to devote sufficient
time to Board service, as well as the Company's needs for particular skills,
insight and/or talents on the Board of Directors. For incumbent directors whose
terms of office are set to expire, the Nominating/Corporate Governance Committee
reviews such directors' overall service during their term, including the number
of meetings attended, level of participation and quality of performance. With
respect to the Board seats presently held by Mr. Cleary and Mr. Bryenton, the
Nominating/Corporate Governance Committee also considers the Company's
contractual commitments to board representation in connection with the terms of
the Jacobs Acquisition.

The Nominating/Corporate Governance Committee will consider candidates for
Board of Directors' seats proposed by stockholders. Any such proposals should be
made in writing to CBL & Associates Properties, Inc., 2030 Hamilton Place Blvd.,
Suite 500, CBL Center, Chattanooga, Tennessee, 37421-6000, Attention: Corporate
Secretary, and must be received no later than December 6, 2004, in order to be
considered for the company's 2005 Annual Meeting. In order to be considered by
the Nominating/Corporate Governance Committee, any candidate proposed by
stockholders will be required to submit appropriate biographical and other
information equivalent to that required of all other director candidates. The
Nominating/Corporate Governance Committee does not intend to alter the manner in
which it evaluates candidates on the criteria set forth above based on whether
or not the candidate was recommended by a stockholder. The Nominating/Corporate
Governance Committee met two times in 2003.

Compensation of Directors

During 2003, each Director not employed by the Company (a "Non-Employee
Director") received from the Company an annual fee of $25,000. In addition to
the annual fee, each Non-Employee Director received a meeting fee of $1,500 for
each Board, Compensation Committee and Nominating/Corporate Governance Committee
meeting attended and $500 for each telephonic Board meeting attended and
reimbursement of expenses incurred in attending meetings. In addition, but with
the exception of the Non-Employee Director who was Chairman of the Audit
Committee, each Non-Employee Director received from the Company a fee of $1,500
for each Audit Committee meeting attended. Each Non-Employee Director serving as
a member of the Executive Committee and the Non-Employee Director serving as
Chairman of the Audit Committee received from the Company a monthly fee of $750
in lieu of meeting fees for their participation on the Executive and Audit
Committees in 2003.

Each fiscal year of the Company, Non-Employee Directors receive either an
annual grant of options to purchase 500 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 100 shares of restricted Common
Stock of the Company. For 2003, each Non-Employee Director received 100 shares
of restricted Common Stock of the Company with a value (on the date of grant,
January 2, 2004) of $56.325 per share, the average of the high and low trading
prices of the Company's Common Stock as reported on the NYSE on January 2, 2004.
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 500 shares of restricted Common Stock upon joining the Board of
Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth information available to the Company as of
March 12, 2004, with respect to the ownership of Common Stock by (i) each person
known to the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, (ii) each director of the Company, (iii) each named
executive officer of the Company, as defined below, and (iv) all directors and
executive officers as a group. Except as otherwise indicated, each person named
below has sole investment and voting power with respect to the securities shown.
Except as otherwise indicated, the address of each person is the Company's
address.

Number of Rule 13d-3 Fully-Diluted
Shares(1) Percentage(1) Percentage(2)
----------- -------------- --------------

Cohen & Steers Capital Management, Inc.(3).................... 2,059,288 6.72% 3.69%
757 Third Avenue
New York, New York 10017-2013

FMR Corporation (4) .......................................... 2,320,806 7.57% 4.16%
82 Devonshire St.
Boston, Massachusetts 02109

Jacobs Realty Investors Limited Partnership, and affiliates(5) 11,953,903 28.06% 17.64%*
25425 Center Ridge Road
Cleveland, OH 44145-4122

CBL & Associates, Inc.("CBL's Predecessor")(6)................ 8,828,028 23.30% 14.00%

Charles B. Lebovitz(7)........................................ 9,812,750 25.27% 15.38%

John N. Foy(8)................................................ 540,783 1.75% *

Stephen D. Lebovitz(9)........................................ 514,724 1.66% *

Eric P. Snyder(10)............................................ 172,372 * *

Augustus N. Stephas(11)....................................... 85,547 * *

Martin J. Cleary (12)......................................... 222,176 * *
619 Ocean Avenue
Sea Girt, New Jersey 08750

Leo Fields(13)................................................ 65,400 * *
c/o Weisberg & Fields, Inc.
8750 North Central Expressway
Suite 1010
Dallas, Texas 75231-6409

Claude M. Ballard(14)......................................... 56,200 * *
1421 N. University
Little Rock, Arkansas 72207

Winston W. Walker(15)......................................... 48,100 * *
13450 N. Kachina Drive
Tucson, Arizona 85737

William J. Poorvu(16)......................................... 25,544 * *
c/o Investment Resource Group
44 Brattle Street
Cambridge, Massachusetts 02138

Gary L. Bryenton(17).......................................... 2,200 * *
Baker & Hostetler LLP
3200 National City Center
1900 East 9th Street
Cleveland, Ohio 44114-3485

All executive officers and directors as a group (20 persons).. 12,249,669 30.37% 18.71%

* Less than 1%

(1) The Company conducts all of its business activities through Operating
Partnership. Pursuant to the second amended and restated partnership
agreement of the Operating Partnership and all subsequent amendments
thereto (collectively, the "Operating Partnership Agreement"), each of the
partners of the Operating Partnership, which include, among others, CBL's
Predecessor, certain of the executive officers named in this Proxy
Statement and the holders of SCUs, and subject to the terms of SCUs as
outlined below, has the right ("CBL Rights") to exchange all or a portion
of its common partnership units in the Operating Partnership for shares of
Common Stock or their cash equivalent, at the Company's election. Pursuant
to the Jacobs Acquisition, on January 31, 2001 and in March, 2002, the
Operating Partnership issued to the Jacobs Group and certain third parties
12,358,187 SCUs and 499,730 SCUs, respectively, of the Operating
Partnership. SCUs may, at any time after the earlier of (i) January 31,
2004, or (ii) the death of the beneficial owner of the SCUs (the "Exchange
Date"), be exchanged for cash, shares of the Company's Common Stock (on a
one-for-one basis) or any combination of cash or shares of Common Stock, at
the Company's election. Under the terms of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), shares of
Common Stock that may be acquired within 60 days are deemed outstanding for
purposes of computing the percentage of Common Stock owned by a
stockholder. Therefore, for purposes of Rule 13d-3 of the Exchange Act,
percentage ownership of the Common Stock is computed based on the sum of
(i) 30,654,697 shares of Common Stock actually outstanding as of March 12,
2004, (ii) as described in the accompanying notes, each individual's share
of 25,145,771 shares of Common Stock that may be acquired upon exercise of
CBL Rights by the individual or entity whose percentage of share ownership
is being computed (but not taking account of the exercise of CBL Rights by
any other person or entity) and (iii) as described in the accompanying
notes, each individual's share of 1,425,978 shares of Common Stock that may
be acquired within 60 days of March 12, 2004 upon the exercise of
outstanding options by the individual or entity whose percentage of share
ownership is being computed (but not taking into account the exercise of
such outstanding options by any other person). Amounts shown were
determined without regard to applicable Ownership Limits.

(2) The Fully-Diluted Percentage calculation is based on (i) 30,654,697 shares
of Common Stock outstanding and (ii) assumes the full exercise of all CBL
Rights for shares of Common Stock by all holders of common units of the
Operating Partnership as well as the exchange of all SCUs for shares of
Common Stock (in each case, without regard to applicable Ownership Limits),
for an aggregate of 55,800,468 shares of Common Stock. The Fully-Diluted
Percentage calculation does not include 1,875,778 shares of Common Stock
subject to outstanding stock options other than, with respect to each
person whose fully-diluted percentage is being computed, shares which may
be acquired within 60 days of March 12, 2004 upon the exercise of
outstanding options.

(3) In a Schedule 13G/A filed on February 17, 2004 by Cohen & Steers Capital
Management, Inc. ("Cohen & Steers"), Cohen & Steers reported that as of
December 31, 2003, it beneficially owned 2,059,288 shares of Common Stock,
or 6.72% of the total shares outstanding as of March 12, 2004. Cohen &
Steers reported that it possesses sole voting power with respect to
1,757,188 shares of Common Stock and sole dispositive power with respect to
2,059,288 shares of Common Stock.

(4) In a Schedule 13G/A filed on February 17, 2004 by FMR Corporation ("FMR"),
FMR reported that as of December 31, 2003, it beneficially owned 2,320,806
shares of Common Stock, or 7.57% of the total shares outstanding as of
March 12, 2004. FMR reported that it possesses sole voting power with
respect to 413,383 shares of Common Stock and sole dispositive power with
respect to 2,320,806 shares of Common Stock.

(5) Includes 11,953,903 shares of Common Stock that may be acquired by the
Jacobs Group on exercise of CBL Rights with respect to SCUs owned by the
Jacobs Group. The Jacobs Group received the above-referenced SCUs as part
of the Jacobs Acquisition. See "Election of Directors - Certain Terms of
Jacobs Acquisition" and see Footnote #1 above.

(6) Includes (i) 1,492,839 shares of Common Stock owned directly, (ii)
7,237,823 shares of Common Stock that may be acquired upon the exercise of
CBL Rights and (iii) 97,366 shares of Common Stock that may be acquired by
four entities controlled by CBL's Predecessor (CBL Employees
Partnership/Conway, Foothills Plaza Partnership, Girvin Road Partnership
and Warehouse Partnership) upon the exercise of CBL Rights.

(7) Includes (i) 125,477 shares of Common Stock owned directly, (ii) 3,778
shares owned by Mr. Lebovitz' wife, 13,777 shares held in trusts for the
benefit of his grandchildren (of which Mr. Lebovitz disclaims beneficial
ownership) and 50,800 shares that may be acquired upon the exercise of CBL
Rights by interests held in a trust for the benefit of Mr. Lebovitz, (iii)
352,903 shares of Common Stock that may be acquired by Mr. Lebovitz upon
the exercise of CBL Rights, (iv) 209,800 shares of Common Stock subject to
options granted under the Stock Incentive Plan that are currently
exercisable or that become exercisable with respect to such shares within
sixty days of March 12, 2004, (v) 8,828,028 shares of Common Stock
beneficially owned by CBL's Predecessor, which Mr. Lebovitz may be deemed
to beneficially own by virtue of his control of CBL's Predecessor, and (vi)
228,194 shares of Common Stock that may be acquired by College Station
Associates, an entity controlled by Mr. Lebovitz, upon the exercise of CBL
Rights.

(8) Includes (i) 205,742 shares of Common Stock owned directly, (ii) 189,241
shares of Common Stock that may be acquired by Mr. Foy upon the exercise of
CBL Rights and (iii) 145,800 shares of Common Stock subject to options
granted under the Stock Incentive Plan that are currently exercisable or
that become exercisable with respect to such shares within sixty days of
March 12, 2004. Totals do not include 13,320 shares of Common Stock
previously transferred by Mr. Foy to a partnership consisting of Mr. Foy's
two sisters, with respect to which Mr. Foy disclaims any beneficial
ownership in such shares and in such partnership.

(9) Includes (i) 125,988 shares owned directly, (ii) 238,936 shares of Common
Stock that may be acquired by Mr. Lebovitz upon the exercise of CBL Rights
and (iii) 149,800 shares of Common Stock subject to options granted under
the Stock Incentive Plan which are currently exercisable or that become
exercisable with respect to such shares within sixty days of March 12,
2004.

(10) Includes (i) 109,400 shares of Common Stock owned directly, (ii) 6,283
shares of Common Stock owned by Mr. Snyder's wife and 1,050 shares of
Common Stock owned by Mr. Snyder's children, (iii) 48,439 shares of Common
Stock that may be acquired by Mr. Snyder upon the exercise of CBL Rights
and (iv) 7,200 shares of Common Stock subject to options granted under the
Stock Incentive Plan that are currently exercisable or that become
exercisable with respect to such shares within sixty days of March 12,
2004. Does not include 72,250 shares of Common Stock that Mr. Snyder is
entitled to receive upon the termination of his employment with the Company
under certain circumstances pursuant to a non-qualified deferred
compensation arrangement between Mr. Snyder and the Company.

(11) Includes (i) 5,677 shares of Common Stock owned directly, (ii) 27,670
shares of Common Stock that may be acquired by Mr. Stephas upon the
exercise of CBL Rights and (iii) 52,200 shares of Common Stock subject to
options granted under the Stock Incentive Plan that are currently
exercisable or that become exercisable with respect to such shares within
sixty days of March 12, 2004.

(12) Includes (i) 220,576 shares of Common Stock that may be acquired by Mr.
Cleary upon the exercise of CBL Rights with respect to SCUs indirectly
owned by Mr. Cleary; (ii) 1,000 shares of Common Stock subject to
immediately exercisable stock options granted to Mr. Cleary under the Stock
Incentive Plan and (iii) 500 and 100 shares of restricted Common Stock
granted to Mr. Cleary in February, 2001 on his entry to the Company's Board
and on January 2, 2004, respectively, under the Stock Incentive Plan.

(13) Includes (i) 24,000 shares of Common Stock owned by a family limited
partnership created by Mr. Fields and his wife and in which Mr. Fields
serves as a general partner and which sum includes 500 shares of Common
Stock granted to Mr. Fields in November, 1993 on his entry to the Company's
Board under the Stock Incentive Plan that Mr. Fields subsequently
transferred to his family limited partnership, (ii) 40,300 shares of Common
Stock held by members of Mr. Fields' family, with respect to which Mr.
Fields acts as investment adviser and of which Mr. Fields disclaims
beneficial ownership, (iii) 1,000 shares of Common Stock owned by Mr.
Fields' individual retirement account and (iv) 100 shares of restricted
Common Stock granted to Mr. Fields on January 2, 2004 under the Stock
Incentive Plan.

(14) Includes (i) 29,000 shares of Common Stock owned directly, (ii) 11,500
shares of Common Stock owned by a family limited partnership created by Mr.
Ballard and his wife and in which Mr. Ballard serves as a general partner
and which sum includes 500 shares of restricted Common Stock granted to Mr.
Ballard in November, 1993 on his entry to the Company's Board under the
Stock Incentive Plan that Mr. Ballard subsequently transferred to his
family limited partnership, (iii) 12,100 shares of Common Stock owned by
the Ballard Family Foundation of which Mr. Ballard disclaims beneficial
ownership, (iv) 3,500 shares of Common Stock subject to immediately
exercisable stock options granted to Mr. Ballard under the Stock Incentive
Plan and (v) 100 shares of restricted Common Stock granted to Mr. Ballard
on January 2, 2004 under the Stock Incentive Plan.

(15) Includes (i) 46,900 shares of Common Stock owned directly, (ii) 600 shares
of Common Stock owned by Mr. Walker's wife and (iii) 500 and 100 shares of
restricted Common Stock granted to Mr. Walker in November, 1993 on his
entry to the Company's Board and on January 2, 2004, respectively, under
the Stock Incentive Plan.

(16) Includes (i) 20,444 shares of Common Stock owned directly, (ii) 4,500
shares of Common Stock subject to immediately exercisable stock options
granted to Mr. Poorvu under the Stock Incentive Plan and (iii) 500 and 100
shares of restricted Common Stock granted to Mr. Poorvu in November, 1993
on his entry to the Company's Board and on January 2, 2004, respectively,
under the Stock Inventive Plan.

(17) Includes (i) 600 shares of Common Stock owned directly, (ii) 1,000 shares
of Common Stock subject to immediately exercisable stock options granted to
Mr. Bryenton under the Stock Incentive Plan and (iii) 500 and 100 shares of
restricted Common Stock granted to Mr. Bryenton in February, 2001 on his
entry to the Company's Board and on January 2, 2004, respectively, under
the Stock Incentive Plan.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who own more than ten percent of a registered
class of the Company's equity securities to file with the SEC initial reports of
ownership and reports of changes in beneficial ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than ten
percent stockholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) reports they file.

Based solely upon the Company's review of copies of such reports furnished
to it through the date hereof, or written representations that no other reports
were required to be filed, the Company believes that during the fiscal year
ended December 31, 2003 all officers, directors and ten percent stockholders
complied with the filing requirements applicable to them, except for the
following late filings, which occurred principally due to difficulties
encountered during the transition to a new computer software program which the
Company has implemented to assist its Section 16 reporting persons in complying
with the SEC's new 2-business day deadline for the electronic filing of these
reports: (i) one Form 3 filed late by Charles H. May II; (ii) one Form 4 filed
late for Charles W.A. Willett, Jr. reporting the redemption of shares of the
Company's Series A preferred stock; (iii) one Form 4 filed late for each of John
N. Foy, Ronald L. Fullam, Ronald S. Gimple, Ben S. Landress, Charles B.
Lebovitz, Michael I. Lebovitz, Stephen D. Lebovitz, Farzana K. Mitchell, Jerry
L. Sink, Eric P. Snyder, Augustus N. Stephas, R. Stephen Tingle and Charles W.A.
Willett, Jr., with respect to a single award of restricted stock under the
Company's Stock Incentive Plan to each of such persons which occurred on May 5,
2003; and (iv) one Form 4 filed late by CBL's Predecessor, reporting a purchase
which occurred in a prior year and inadvertently was not reported at that time,
which was reported promptly upon discovery of the delinquency in February 2004.
The Company is not aware of any failure to file a required report by any of its
Section 16(a) reporting persons.

EXECUTIVE COMPENSATION

The following table sets forth information regarding the compensation of
the Company's Chief Executive Officer and its next four most highly compensated
executive officers (these four and Charles B. Lebovitz being herein referred to
as the "named executive officers") for the Company's fiscal year ended December
31, 2003, and for the Company's fiscal years ending December 31, 2002, and 2001:

Summary Compensation Table(1)

Long Term Compensation
Annual Compensation Awards

Restricted Securities All
Stock Underlying Other
Name and Principal Award(s) Options Compensation
Position(2) Year Salary($) Bonus($) ($)(3) (#) ($)
------------------------- ------- ------------ --------- ------------- ----------- -------------

Charles B. Lebovitz, 2003 511,383 500,000 69,200 -- 13,724(4)
Chairman of the Board and
Chief Executive Officer 2002 496,488 -- 375,000 16,000 12,506(4)

2001 482,027 -- 325,000 16,000 9,466(4)
------------------------------------------------------------------------------------------------------------
John N. Foy, 2003 426,320 450,000 69,200 -- 13,724(4)
Vice Chairman of the
Board, Chief 2002 406,320 -- 400,000 16,000 12,298(4)
Financial Officer
and Treasurer 2001 386,320 -- 375,000 16,000 9,446(4)
------------------------------------------------------------------------------------------------------------
Stephen D. Lebovitz 2003 400,000 500,000 69,200 13,724(4)
Director, President and
Secretary 2002 375,000 -- 400,000 16,000 11,506(4)

2001 325,000 300,000 75,000 16,000 9,466(4)
------------------------------------------------------------------------------------------------------------
Eric P. Snyder 2003 371,833 250,000(5) 38,925 -- 5,702(4)
Senior Vice President
and Director of 2002 351,833 225,000(5) -- 9,000 5,702(4)
Corporate Leasing
2001 331,833 200,000(5) -- 9,000 6,878(4)
------------------------------------------------------------------------------------------------------------
Augustus N. Stephas 2003 394,100 175,000 38,925 -- 5,702(4)
Senior Vice
President -- 2002 374,100 150,000 -- 9,000 5,702(4)
Accounting and Controller
2001 354,100 125,000 -- 9,000 6,878(4)
------------------------------------------------------------------------------------------------------------

(1) All amounts shown represent compensation paid to the named executive
officers by the Management Company.

(2) The position shown represents the individual's position with the Company
and the Management Company.

(3) Amounts shown are based upon the closing price of the Common Stock on the
NYSE as of the date of grant of the restricted stock awards. As of December
31, 2003, an aggregate of 77,869 shares of restricted stock with a value of
$4,399,599 had been awarded and were outstanding with respect to the named
executive officers. Dividends, to the extent paid on the Company's Common
Stock, will be paid on all outstanding shares of restricted stock.

(4) For fiscal years 2003, 2002 and 2001, amount shown represents term life
insurance premiums paid by the Management Company and matching
contributions by the Management Company under the CBL & Associates
Management, Inc. 401(k) Profit Sharing Plan and Trust (the "401(k) Plan").
For fiscal year 2003, such amounts for each named executive officer were as
follows: Charles B. Lebovitz - $8,724 in insurance premiums, $5,000 in
401(k) matching contributions; John N. Foy - $8,724 in insurance premiums,
$5,000 in 401(k) matching contributions; Stephen D. Lebovitz - $8,724 in
insurance premiums, $5,000 in 401(k) matching contributions; Eric P. Snyder
- $702 in insurance premiums, $5,000 in 401(k) matching contributions; and
Augustus N. Stephas - $702 in insurance premiums, $5,000 in 401(k) matching
contributions.

(5) Represents amount deferred at Mr. Snyder's election pursuant to a
non-qualified deferred compensation arrangement between Mr. Snyder and the
Company payable in Common Stock. See below "Equity Compensation Plan
Information as of December 31, 2003" for a description of this deferred
compensation arrangement.

Aggregated Option Exercises in 2003 and Year-End Option Values
--------------------------------------------------------------

The following table provides information regarding the number and value of
options held by each of the named executive officers at December 31, 2003.
Except for the exercise of certain options by Mr. Foy in 2003 noted below, no
options were exercised by any named executive officer during the Company's 2003
fiscal year.

Number of Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
Shares December 31, 2003 December 31, 2003(1)
Acquired on Value -------------------------------- --------------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
------------------------- ------------ ------------- --------------- ---------------- ---------------- ---------------

Charles B. Lebovitz 257,000 32,000 $9,033,756 $844,470
------------------------- ------------ ------------- --------------- ---------------- ---------------- ---------------
John N. Foy (2) 44,000 1,646,280 133,000 32,000 4,445,851 844,470
------------------------- ------------ ------------- --------------- ---------------- ---------------- ---------------
Stephen D. Lebovitz 201,000 32,000 6,855,599 844,470
------------------------- ------------ ------------- --------------- ---------------- ---------------- ---------------
Eric P. Snyder 99,000 18,000 3,407,153 475,015
------------------------- ------------ ------------- --------------- ---------------- ---------------- ---------------
Augustus N. Stephas 54,000 18,000 1,754,528 475,015
------------------------- ------------ ------------- --------------- ---------------- ---------------- ---------------

(1) Amounts listed are based upon the $56.50 closing price for the Common Stock
on the NYSE on December 31, 2003 (last trading day in 2003).

(2) Mr. Foy exercised options to acquire 44,000 shares on December 23, 2003.

Equity Compensation Plan Information as of December 31, 2003

The following table sets forth information as to the Company's equity
compensation plans as of the end of the Company's 2003 fiscal year:

------------------------------- ---------------------------- ---------------------------- ----------------------------
(a) (b) (c)
Number of securities
remaining available for
Number of securities to be Weighted-average exercise future issuance under
issued upon exercise of price of outstanding equity compensation plans
the outstanding options, options, warrants and (excluding securities
Plan Category warrants and rights rights reflected in column (a))
------------------------------- ---------------------------- ---------------------------- ----------------------------

Equity Compensation Plans 2,184,198 $ 25.67 (1) 1,059,737
approved by security holders

Equity Compensation Plans not None N/A N/A
approved by security holders

(1) The weighted average calculation does not reflect 94,011 shares reserved
for issuance under deferred compensation arrangements. The Company's Stock
Incentive Plan permits the Compensation Committee to enter into deferred
compensation arrangements designed to provide a deferral of taxable income
to participants, which may be funded or unfunded and may provide for future
payments to participants in the form of Common Stock or cash. As used by
the Compensation Committee, these deferred compensation arrangements
typically allow the executive/employee to elect to defer a portion of
his/her salary or bonuses into the arrangement on an unfunded and unsecured
basis. For deferred compensation arrangements payable in Common Stock, the
amount of salary or bonus deferred is then deemed to be converted to shares
of the Company's Common Stock based on the closing price of the Common
Stock on the date of the deferral. Those deemed shares are then further
deemed to increase as dividends are paid on the Common Stock as if such
dividends had been utilized via the Company's Dividend Reinvestment Plan to
acquired additional shares of Common Stock at the price provided through
the Company's Dividend Reinvestment Plan. The arrangements generally
provide that on the earlier of (i) date certain specified in each deferred
compensation arrangement or (ii) the death, disability or termination of
employment of the executive/employee or (iii) the merger, consolidation or
sale of the Company, the executive/employee will then be entitled to
receive the stated amount of cash or, for deferred compensation
arrangements payable in Common Stock, that number of shares of Common Stock
deemed set aside on the date of the deferral together with additional
shares of Common Stock deemed acquired through the Company's Dividend
Reinvestment Plan through the date of the payout.

Non-Competition Arrangements

Each of Charles B. Lebovitz, John N. Foy and Stephen D. Lebovitz has agreed
to refrain from competing with the Company until two years from the date of
termination of his employment. Prohibited competition includes any participation
in the development, improvement or construction of any shopping center project,
acquiring any interest in a shopping center project or acquiring vacant land for
development as a shopping center project. Charles B. Lebovitz, John N. Foy and
Stephen D. Lebovitz are, however, permitted to hold certain investments which
they owned prior completion of the Company's initial public offering in November
1993.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board of Directors consists of Claude M.
Ballard, Martin J. Cleary, William J. Poorvu and Winston W. Walker, with Mr.
Ballard serving as Chairman. None of the members of the Compensation Committee
are or have been officers or employees of the Company and each member of the
Compensation Committee is an Independent Director.

No executive officer of the Company served on any board of directors or
compensation committee of any entity (other than the Company or its
subsidiaries) with which any member of the Compensation Committee is affiliated.

Report of the Compensation Committee of the Board of Directors

The information contained in this report shall not be deemed to be
"soliciting material" or to be "filed" with the SEC, nor shall such information
or report be deemed incorporated by reference into any future filing by the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
except to the extent that the Company specifically incorporates it by reference
in such filing.

General. The Company is a self-managed, self-administered, fully-integrated
real estate company which is engaged in the ownership, marketing, management,
leasing, expansion, development, redevelopment, acquisition and financing of
regional malls and community and neighborhood centers.

The Compensation Committee determines all matters related to the
compensation of all officers of the Company of the level of vice president or
higher and administers the Stock Incentive Plan. The Compensation Committee
operates under a written charter adopted by the Board of Directors on February
3, 2004. A copy of the charter is available and can be accessed in the "Investor
Relations - Corporate Governance" section of the Company's website at
www.cblproperties.com.

Philosophy. It is the philosophy of the Company to ensure that executive
compensation be directly linked to financial objectives that the Company
believes are primary determinates of stockholder value over time. The
Compensation Committee's objectives in administering the Company's executive
compensation plan are to ensure that pay levels and incentive compensation are
(i) competitive in attracting and retaining the best personnel, (ii) properly
linked to the Company's performance, and (iii) simple in design. To fulfill
these objectives, the compensation plan for executives includes base salary,
performance based discretionary bonuses and periodic grants of stock awards and
stock options pursuant to the Stock Incentive Plan. Non-executive employees of
the Company are also eligible to participate in the Stock Incentive Plan.

The Company believes that the ability to use the Stock Incentive Plan to
attract and retain key personnel has substantial value and will be essential to
the growth of the Company. The stock option and stock award elements of
compensation are designed to encourage and create ownership and retention of the
Company's stock by key employees in order to align their long-range interests
with those of stockholders and to allow the opportunity for key employees to
build, through the achievement of corporate goals, a meaningful ownership stake
in the Company.

Financial Criteria. The Compensation Committee, based on recommendations
made by the Company, implemented an executive compensation program in 1994
pursuant to which officers of the level of vice president and higher received
during fiscal year 2003, in addition to a base salary, incentive compensation
consisting of cash and stock awards for the achievement of target levels of
performance determined by the Compensation Committee. The amount of this
additional compensation was determined for each executive officer based upon his
or her contribution to the overall success of the Company. Utilizing the
program's basic theory for incentive compensation, cash and stock awards were
granted during fiscal year 2003 to other employees of the Company as
performance-based incentive compensation.

Compensation of the Chief Executive Officer. During fiscal year 2003,
Charles B. Lebovitz was paid (i) a base salary of $511,383 which sum included
3,145 shares of Common Stock paid to Mr. Lebovitz as part of his salary and (ii)
a cash bonus of $500,000. Mr. Lebovitz receives annual reviews for salary
increases and discretionary bonuses. Additionally, Mr. Lebovitz participates in
the Company's incentive plans, including the Stock Incentive Plan. During fiscal
year 2003 and pursuant to the Stock Incentive Plan, Mr. Lebovitz received
restricted stock awards of an aggregate of 1,600 shares of Common Stock with a
value of $69,200 on grant. The awards were determined upon the same criteria as
applied to the other executive officers of the Company.

Policy Regarding Qualifying Compensation. Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code") imposes a $1,000,000 ceiling on
tax-deductible remuneration paid to any of the five most highly compensated
executive officers of a publicly-held corporation. The limitation does not apply
to remuneration that qualifies as performance-based compensation in Section
162(m) of the Code. Options granted under the Stock Incentive Plan qualify as
"performance-based compensation" exempt from the deductibility limitations of
Section 162(m) of the Code. All other compensation to the named executive
officers is below the $1,000,000 per-executive ceiling and was fully deductible
by the Company.

COMPENSATION COMMITTEE
Claude M. Ballard (Chairman)
Martin J. Cleary
William J. Poorvu
Winston W. Walker

Report of the Audit Committee of the Board Of Directors

The Audit Committee of the Board of Directors of the Company is composed of
four Independent Directors (Winston W. Walker, Chairman, Claude M. Ballard, Gary
L. Bryenton and William J. Poorvu) and operates under an amended and restated
written charter adopted by the Board of Directors on February 3, 2004. A copy of
the amended and restated charter is attached as Annex 1 to this proxy statement
and is also available and can be accessed in the "Investor Relations - Corporate
Governance" section of the Company's website at www.cblproperties.com. Each of
the members of the Audit Committee is "independent" as defined in Sections
303A.02 and 303A.07(b) of the listing standards of the NYSE as currently
applicable.

Management is responsible for the Company's internal controls and financial
reporting process. The Company's independent accountants are responsible for
performing an independent audit of the Company's financial statements in
accordance with auditing standards generally accepted in the United States and
for issuing a report thereon. The Audit Committee's responsibility is to monitor
and oversee these processes.

In this context, the Audit Committee has met and held discussions with
Management and the Company's independent accountants. Management reported to the
Audit Committee that the Company's consolidated financial statements for the
Company's 2003 fiscal year were prepared in accordance with accounting
principles generally accepted in the United States, and the Audit Committee has
reviewed and discussed these consolidated financial statements with Management
and the Company's independent accountants. The Audit Committee discussed with
the independent accountants the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communications with Audit Committee), as amended.

The Company's independent accountants also provided to the Audit Committee
the written disclosures and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees) and the Audit
Committee discussed with the independent accountants their firm's independence.
The Audit Committee considered whether the provision of services by the
independent accountants (other than audit services) is compatible with
maintaining the independent accountants' independence.

Pursuant to the mandates of the Sarbanes-Oxley Act of 2002, the Company's
Board of Directors has determined that Winston W. Walker, an Independent
Director and Chairman of the Audit Committee, qualifies as an "audit committee
financial expert" as such term is defined by the SEC.

Based on the Audit Committee's review and discussions referred to above,
the Audit Committee recommended that the Board of Directors include the
Company's audited consolidated financial statements in the Company's Annual
Report on Form 10-K for the year ended December 31, 2003, filed with the
Securities and Exchange Commission and provide in such Annual Report on Form
10-K the disclosure of Winston W. Walker as an "audit committee financial
expert".

AUDIT COMMITTEE
Winston W. Walker (Chairman)
Claude M. Ballard
Gary L. Bryenton
William J. Poorvu

Performance Graph

The graph set forth below compares the percentage change in the cumulative
stockholder return on the Common Stock with the cumulative total return of the
Standard & Poor's 500 Total Return Index ("S&P 500"), the Russell 2000 index of
small companies ("Russell 2000") and NAREIT All Equity REIT Total Return Index
for the period commencing December 31, 1998, through December 31, 2003. The
following graph assumes that the value of the investment in the Company and the
indices was $100 at the beginning of the period and that dividends were
reinvested. The stock price performance presented below is not necessarily
indicative of future results:

[OBJECT OMITTED]

Period Ending
-----------------------------------------------------------------
Index 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03
------------------------------------------ --------- -------- -------- -------- -------- ---------

CBL & Associates Properties, Inc. 100.00 86.94 116.15 155.75 210.27 314.07
Russell 2000 100.00 121.26 117.59 120.52 95.83 141.11
NAREIT All Equity REIT Index 100.00 95.38 120.53 137.32 142.57 195.51

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management Company and Management Agreement

The Company is party to a management agreement with the Management Company
pursuant to which the Management Company renders management and administrative
services with respect to the Company's properties. From the Management Company's
inception in 1993 through March 11, 2004, the Company, through the Operating
Partnership, owned 100% of the preferred stock and a portion (initially, 5% then
increased to 6.23%) of the common stock of the Management Company, and Charles
B. Lebovitz, his family and certain of the Associates owned the balance
(initially, 95% then decreased to 93.77%) of the common stock of the Management
Company. The Management Company was initially structured to comply with certain
technical requirements of the Code applicable to real estate investment trusts
and through the ownership of 100% of the preferred stock of the Management
Company, the Company enjoyed substantially all of the economic benefits of the
Management Company's business. By virtue of certain revisions to the Code
eliminating the necessity of the initial structure of the Management Company,
the Company, on March 11, 2004, through the Operating Partnership, acquired the
93.77% of the common stock of the Management Company from Charles Lebovitz, his
family and certain of the Associates, thereby securing for the Company 100% of
the ownership of all classes of stock of the Management Company. The purchase
price paid to Charles Lebovitz, his family and certain of the Associates for the
93.77% of the common stock of the Management Company was $75,250, representing
the amount of their initial capital contributed to the Management Company on its
formation in 1993. The Management Company also provides management services for
certain properties owned by CBL's Predecessor and certain other third parties
for which the Management Company is paid a management fee. See "Retained
Property Interests."

Operating Partnership Agreement; CBL Rights

The Company, through subsidiaries, serves as the sole general partner of
the Operating Partnership and owns, as of March 12, 2004, 30,654,697 common
partnership units, representing a 1.68% interest as the sole general partner and
a 53.25% interest as a limited partner for an aggregate 54.93% interest in the
Operating Partnership. CBL's Predecessor owns 7,335,189 common partnership
units, representing a 13.15% limited partner interest in the Operating
Partnership. Certain executive and senior officers also own common partnership
units.

Pursuant to the Operating Partnership Agreement, the limited partners were
granted CBL Rights, consisting of the rights to exchange all or a portion of
their common partnership units in the Operating Partnership for shares of Common
Stock or their cash equivalent, at the Company's election. The CBL Rights may be
exercised at any time and from time to time to the extent that, upon exercise of
the CBL Rights, the exercising party shall not beneficially or constructively
own shares of Common Stock in excess of the applicable share ownership limits
set forth in the Company's Certificate of Incorporation. The Company, however,
may not pay in shares of Common Stock to the extent that this would result in a
limited partner beneficially or constructively owning in the aggregate more than
its applicable Ownership Limit or otherwise jeopardize, in the opinion of
counsel to the Company, the Company's qualification as a real estate investment
trust for tax purposes.

The number of shares of Common Stock received by the limited partners of
the Operating Partnership upon exercise of CBL Rights will be based upon the
equivalent number of partnership units owned by the limited partners on a
one-for-one basis and the amount of cash received by the limited partners upon
such exercise, if the Company elects to pay cash, will be based upon the trading
price of the shares of Common Stock at the time of exercise.

CBL Rights will expire in November 2043 if not exercised prior to that
date.

Retained Property Interests

CBL's Predecessor owns interests in outparcels at certain of the Company's
malls and a minority interest in one mall, the majority interest of which is
owned by a third party. Certain members of Charles B. Lebovitz's family and his
father's estate continue to own four community and neighborhood centers and one
tract of vacant land. The properties retained by CBL's Predecessor and the
properties owned by the Lebovitz family are managed and leased by the Management
Company which receives a fee for its services. During fiscal year 2003, CBL's
Predecessor and the Lebovitz family paid the Management Company approximately
$26,000 under such arrangement.

In May 2003, the Company, through action by its Independent Directors in
connection with the sale of an outparcel at Valley Crossing in Hickory, North
Carolina, reimbursed CBL's Predecessor in the amount of $183,074 for that
portion of certain lease payments and costs previously paid by CBL's Predecessor
with respect to the outparcel which had inured to the benefit of the Company.

In September 2003, the Company formed Galileo America LLC ("Galileo
America"), a joint venture with Galileo America REIT, the U.S. affiliate of
Australia-based Galileo America Shopping Trust, to invest in power and community
centers throughout the United States. Through action by its Independent
Directors in conjunction with the Galileo America transaction, the Company
purchased from CBL's Predecessor two outparcels located in Myrtle Beach, South
Carolina and Tampa, Florida, in order for these outparcels to be included in the
Company's sale of its interests in certain properties to Galileo America. The
total purchase price of $394,639 for these outparcels was determined in
accordance with the negotiated price at which the Company's interests were being
sold to Galileo America.

Affiliated Entities

Certain executive officers of the Company collectively have a significant
but non-controlling interest in a major national construction company that built
substantially all of the properties developed by the Company and is currently
building the Company's projects under construction, including renovations and
expansions. Charles B. Lebovitz is also a director of the construction company.
The majority interest in the construction company is held by the members of its
senior management, none of whom are affiliated with CBL's Predecessor or the
Company. As of December 31, 2003, the Company had 22 active contracts (including
contracts in respect of each of the construction properties) with such
construction company having aggregate value of approximately $221.7 million
($181.8 of which is the Company's obligation and the balance of which is the
obligation of third party partners). During fiscal year 2003, the Company and
its third party partners paid an aggregate of approximately $163.6 million to
this construction company ($139.5 of which was paid by the Company and the
balance of which was paid by third party partners). The Company's Audit
Committee reviews the relationship between the Company and the referenced
construction company pursuant to procedures established in November 1994. These
procedures include an ongoing review by the Company's independent accountant of
a cross section of the Company's contracts with the referenced construction
company for, among other things, the provisions for allocation of cost savings
between owner and contractor.

The construction company and CBL's Predecessor own all of the interests of
a partnership that owns two aircraft and a fractional interest in another
aircraft used by the personnel of the Company and the construction company. Each
partner contributes equally to fixed costs and shares variable costs through an
hourly charge based on usage. The Company reimburses the partnership for costs
on an hourly basis associated with use of the aircraft relating to the business
of the Company. During fiscal year 2003, the Company paid approximately $2
million as reimbursement for operating expenses pursuant to such arrangement.

The Bylaws provide that any contract or transaction between the Company or
the Operating Partnership and one or more directors or officers of the Company
or between the Company or the Operating Partnership and any other entity in
which one or more of its directors or officers are directors or officers, or
have a financial interest, must be approved by disinterested directors or
stockholders after the material facts as to the relationship or interest and as
to the contract or transaction are disclosed or are known to them.

Certain Leases

Certain officers and certain Company employees are partners in partnerships
that lease 40 spaces representing approximately 143,000 square feet in 26 of the
Company's malls as tenants. Such spaces are operated as food service and
entertainment establishments. Management believes that, at the time these leases
were entered into, they provided for rental payments at market rates and terms.

Shumacker Witt Gaither & Whitaker, P.C., local counsel to the Company and
CBL's Predecessor, leases 5,418 square feet of office space at the Company's
office building. Palmer & Cay of GA, Inc., the Company's insurance consultant,
leases 1,695 square feet of office space at the Company's office building. The
construction company also leases 20,637 square feet of office space at the
Company's office building. Management believes that, at the time these leases
were entered into, they provided for rental payments at market rates and terms.

Other

Charles B. Lebovitz, certain members of his family, certain of the
Associates, a partnership consisting of certain of the Associates, and Eric P.
Snyder have personally guaranteed an aggregate of $12.99 million of the debt of
the Operating Partnership. Such guarantee is payable only if, and to the extent
that, proceeds from a foreclosure sale of all assets of the Operating
Partnership are not in excess of the guarantee.

Charles B. Lebovitz is currently an advisory director of First Tennessee
Bank, N.A., Chattanooga, Tennessee ("First Tennessee"). The Company is currently
maintaining an $80 million line of credit from First Tennessee that matures in
2006. Including outstanding letters of credit, there was approximately $46.3
million outstanding on this line of credit as of December 31, 2003. First
Tennessee also provides certain cash management services to the Company. In the
future, the Company or the Operating Partnership may, in the ordinary course of
business, engage in other transactions with First Tennessee on competitive
terms.

John N. Foy is currently an advisory director of AmSouth Bank of Tennessee
("AmSouth"). The Company is currently maintaining a $10 million line of credit
from AmSouth that matures in 2005. There was approximately $8.5 million of
letters of credit drawn on this line of credit as of December 31, 2003. In
addition, AmSouth is a 28.1% participant in the First Tennessee line of credit
referred to in the immediately preceding paragraph and provides certain cash
management services to the Company and also serves as the administrator of the
Management Company's 401(k) Plan. In the future, the Company or the Operating
Partnership may, in the ordinary course of business, engage in other
transactions with AmSouth on competitive terms.

RATIFICATION OF THE SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS

The firm of Deloitte & Touche LLP ("Deloitte & Touche") has served as the
auditors for the Company since May 7, 2002, and the Audit Committee has
recommended, subject to ratification by the stockholders, that Deloitte & Touche
serve as the Company's independent public accountants for the fiscal year ended
December 31, 2004.

On May 7, 2002, the Company's Board of Directors dismissed its independent
auditors, Arthur Andersen LLP ("Andersen"), in view of developments relating to
Andersen, and engaged Deloitte & Touche to serve as the Company's independent
public accountants and to audit the Company's financial statements for the
fiscal years ending December 31, 2002, and 2003. Additionally, the Company
engaged Deloitte & Touche to re-audit the Company's financial statements for the
fiscal years ending December 31, 2000, and 2001.

Andersen's reports on the Company's consolidated financial statements for
fiscal years ended December 31, 2000, and December 31, 2001, and Deloitte &

Touche's reports in connection with the re-audit of those same financial
statements did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting
principles. The Deloitte & Touche re-audit did not result in any change to the
Company's previously published consolidated financial statements other than
normal reclassifications and reclassifications required by new accounting
standards.

During the two fiscal years ended December 31, 2001, and December 31, 2000,
and the subsequent interim period through May 7, 2002, there were (i) no
disagreements with Andersen on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to Andersen's satisfaction, would have caused them to make reference to
the subject matter in connection with their report on the Company's consolidated
financial statements for such years, and (ii) no reportable events, as listed in
Item 304(a)(1)(v) of SEC Regulation S-K promulgated under the Exchange Act.

The Company previously provided Andersen and Deloitte & Touche with a copy
of the foregoing disclosures, and a letter from Andersen confirming its
agreement with these disclosures was filed with the Securities and Exchange
Commission on May 13, 2002.

During the two fiscal years ended December 31, 2001, and December 31, 2000,
the Company did not consult Deloitte & Touche with respect to any of the matters
or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

Independent Public Accountant's Fees and Services

The Company was billed for professional services provided during fiscal
years 2002 and 2003 by Andersen and Deloitte & Touche in the amounts set out in
the following table.

Fee Amount Fee Amount
2002 2003
--------------------- ----------------------
Services Provided
---------------------------

Audit Fees (1) $587,500(2) $310,000
Audit-Related Fees (3) 182,000 238,000
Tax Fees (4) 374,460 774,199
All Other Fees (5) -- 65,581
--------------------- ----------------------
Total $1,143,960 $1,387,780
===================== ======================

(1) Consists of fees billed for professional services in connection with the
audit of the Company's annual financial statements for the fiscal years
ended December 31, 2002, and December 31, 2003, reviews of the financial
statements included in the Company's quarterly reports on Form 10-Q during
the 2002 and 2003 fiscal years, comfort letters and other services normally
provided by the independent auditor in connection with statutory and
regulatory filings or engagements.

(2) Additionally, the fee amount for 2002 includes $325,000 in audit fees to
Deloitte & Touche in connection with the re-audit of the Company's
consolidated financial statements for 2000 and 2001. Audit fees billed by
Andersen for review of the consolidated financial statements included in
the Company's quarterly report on Form 10-Q for the first quarter of the
Company's 2002 fiscal year totaled $62,500.

(3) Consists of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of the
Company's consolidated financial statements and are not reported under
"Audit Fees". These services include audits of the Company's subsidiaries
pursuant to requirements of certain loan agreements, joint venture
agreements and ground lease agreements.

(4) Consists of fees billed for professional services for tax compliance, tax
advice and tax planning. These services include assistance regarding
federal and state tax compliance, tax audit defense; tax services related
to mergers and acquisitions, and tax planning services.

(5) Consists of fees for products and services other than the services reported
above. In fiscal 2003, these services included (i) permitted software
license and implementation fees related to tax compliance software and (ii)
an agreed-upon procedures engagement.

The Audit Committee of the Board of Directors has considered the services
rendered by Deloitte & Touche for services other than the audit of the Company's
financial statements and has determined that the provision of these services is
compatible with maintaining the independence of Deloitte & Touche.

The Audit Committee has adopted a policy that it is required to approve all
services (audit and/or non-audit) to be performed by the independent auditor to
assure that the provision of such services does not impair such auditor's
independence. All services, engagement terms, conditions and fees, as well as
changes in such terms, conditions and fees must be approved by the Audit
Committee in advance. The Audit Committee will annually review and approve
services that may be provided by the independent auditor during the next year
and will revise the list of approved services from time to time based on
subsequent determinations. The Audit Committee believes that the independent
auditor can provide tax services to the Company such as tax compliance, tax
planning and tax advice without impairing such auditor's independence. The
authority to approve services may be delegated by the Audit Committee to one or
more of its members, but may not be delegated to management. If authority to
approve services has been delegated to an Audit Committee member, any such
approval of services must be reported to the Audit Committee at its next
scheduled meeting.

The Board of Directors, in concurrence with the Audit Committee, proposes
and recommends that the stockholders ratify the selection of Deloitte & Touche
to serve as the independent public accountants for the Company's fiscal year
ending December 31, 2004. Unless otherwise directed by the stockholders, proxies
will be voted for approval of the selection of Deloitte & Touche to serve as the
Corporation's independent public accountants for the 2004 fiscal year. A
representative of Deloitte & Touche will attend the Annual Meeting and will have
an opportunity to make a statement and to respond to appropriate questions.

Votes Necessary to Approve the Proposal

The ratification of the selection of Deloitte & Touche as the Corporation's
independent public accountants for the 2004 fiscal year must be approved by a
majority of the shares of Common Stock present or represented at the Annual
Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE RATIFICATION OF THE SELECTION OF
DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR 2004

DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS

In accordance with the rules established by the SEC, stockholder proposals
to be included in the Company's proxy statement with respect to the 2005 Annual
Meeting of Stockholders must be received by the Company at its executive offices
located at 2030 Hamilton Place Blvd., Suite 500, CBL Center, Chattanooga,
Tennessee 37421-6000 no later than December 6, 2004.

In addition, the Company's Bylaws provide that any stockholder of record
desiring to nominate a director or have a stockholder proposal considered at an
annual meeting must provide written notice of such nomination or proposal and
appropriate supporting documentation, as set forth in the Bylaws, to the Company
at its principal executive offices not less than 60 days nor more than 90 days
prior to the anniversary date of the prior year's annual meeting (the
"Anniversary Date"); provided, however, that stockholders will have additional
time to deliver the required notice in the event the annual meeting is advanced
by more than 30 days or delayed by more than 60 days from the Anniversary Date.

OTHER BUSINESS OF THE MEETING

Management is not aware of any matters to come before the Annual Meeting
other than those stated in this Proxy Statement. However, inasmuch as matters of
which the management is not now aware may come before the meeting or any
adjournment, the proxies confer discretionary authority with respect to acting
thereon, and the persons named in such proxies intend to vote, act and consent
in accordance with their best judgment with respect thereto. Upon receipt of
such proxies (in the form enclosed and properly signed) in time for voting, the
shares represented thereby will be voted as indicated thereon and in this Proxy
Statement.

By Order of the Board of Directors

/s/ Stephen D. Lebovitz

STEPHEN D. LEBOVITZ
Secretary

Chattanooga, Tennessee
April 5, 2004

COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 2003, MAY BE OBTAINED WITHOUT CHARGE BY ANY STOCKHOLDER TO WHOM THIS PROXY
STATEMENT IS SENT UPON WRITTEN REQUEST TO INVESTOR RELATIONS, CBL & ASSOCIATES
PROPERTIES, INC., 2030 HAMILTON PLACE BLVD., SUITE 500, CBL CENTER, CHATTANOOGA,
TENNESSEE 37421-6000.

AMENDED AND RESTATED

CHARTER OF

THE AUDIT COMMITTEE

CBL & ASSOCIATES PROPERTIES, INC.

The Board of Directors (the "Board") of CBL & Associates Properties, Inc.
(the "Company") adopted a Charter for the Audit Committee of the Board of
Directors by resolution dated June 9, 2000. In part as a result of the passage
by the United States Congress of the Sarbanes-Oxley Act of 2002 (the "Act") and
the rules and regulations of the Securities and Exchange Commission (the "SEC")
and the New York Stock Exchange (the "NYSE") and by resolution dated February 3,
2004, the Board of Directors determined to amend and restate the Charter and
adopted the following as the Amended and Restated Charter for the Audit
Committee of the Company.

I. SCOPE, PURPOSE AND STATEMENT OF POLICY
--------------------------------------
There shall be a Committee of the Board known as the "Audit Committee". The
Audit Committee shall fulfill its responsibilities and shall provide direction
and assistance to the Board in fulfilling the Board's responsibilities relating
to oversight of (i) the Company's accounting and internal control procedures;
(ii) the Company's financial reporting and disclosure practices; and (iii) the
quality and integrity of the Company's financial reports; (iv) the
qualifications and independence of the Company's "registered public accounting
firm" (as defined by the Act, herein the "Independent Accountant"); (v) the
performance of the Company's internal audit function; (vi) the performance of
the Independent Accountant; and thereby assist the Company's compliance with
applicable legal and regulatory requirements. The Audit Committee shall endeavor
to maintain free and open communication between the Board, the Independent
Accountant and the Company's "registered public accounting firm" (as defined by
the Act, herein the "Independent Accountant") and the Company's accounting and
financial personnel. The Audit Committee shall have a clear understanding with
the Company's Independent Accountant that the Company's Independent Accountant
is ultimately accountable to the Audit Committee and that the Independent
Accountant shall report directly to the Audit Committee.

II. STRUCTURE AND FUNDING
---------------------
The Audit Committee shall be comprised of not less than three (3) members
of the Board as determined by the Board. Each director appointed to the Audit
Committee shall be independent, as defined by the Act and as may be further
interpreted by rules promulgated by the SEC and/or rules promulgated by the NYSE
or any national securities exchange upon which the Company's shares are listed
for trading (herein collectively referred to as the "Exchange Rules"), with
detailed criteria for such independence to be set forth in Independence
Standards for the Board, as such standards may be amended from time to time.
Additionally, each member of the Audit Committee must meet "financial literacy"
requirements of applicable Exchange Rules and at least one member of the Audit
Committee must have "accounting or related financial management expertise", all
as determined in the judgment of the Board. The Audit Committee shall be
appointed by the Board on an annual basis and each member of the Audit Committee
shall serve until his/her successor shall have been duly elected and qualified.

The Company shall provide adequate funding for the operations of the Audit
Committee, for the payment of fees of the Independent Accountant and payment of
fees of any independent professional advisors or counsel retained by the Audit
Committee to the extent required by the Act and by the SEC and/or applicable
Exchange Rulesthe NYSE.

III. RESPONSIBILITIES
----------------
The Audit Committee's policies and procedures should remain flexible in
order to best react to changing conditions. The Audit Committee shall:

A. (i) Appoint the Company's Independent Accountant (or determine the
candidate for the Company's Independent Accountant to be submitted to a
vote of the Company's shareholders); (ii) oversee the services performed
for the Company by the Company's Independent Accountant relating to the
audit and review of the Company's financial statements and required
attestation services of the Independent Accountant; (iii) establish the
compensation to be paid to the Company's Independent Accountant for such
services; (iv) be responsible for reviewing with the Company's Independent
Accountant any problems or difficulties with the annual audit or quarterly
review of the Company's books and records and management's response
thereto; and (v) be responsible for resolving any disagreements between the
Company's management and the Company's Independent Accountant regarding the
Company's financial reporting;

B. (i) Require and review, on at least an annual basis or more often if the
circumstances so require, a written statement from the Company's
Independent Accountant regarding the relationships and services which may
impact the independence of the Company's Independent Accountant (including
a description of all relationships between the Independent Accountant and
the Company), and review and discuss such relationships and services with
the Company's Independent Accountant; and (ii) as part of such written
statement or as a separate report, obtain and review a report from the
Company's Independent Accountant describing such firm's internal
quality-control procedures, any issues raised by the most recent internal-
quality- control review or peer review of such firm or by any inquiry or
investigation by governmental or professional authorities within the
previous five (5) years with respect to one or more independent audits
performed by such firm and any steps to deal with such issues;

C. Review and determine in advance whether to approve all non-audit services
permitted by the Act to be performed by the Independent Accountant for the
Company and, if approved, direct the Company's management to provide
appropriate disclosures of such non-audit services as required by the Act.
The Audit Committee may, to the extent permitted by the Act and rules of
the SEC and/or any applicable Exchange Rules NYSE, designate one or more
members of the Audit Committee to review and determine whether to approve
non-audit services to be performed by the Company's Independent Accountant
and such member or members so designated shall present to the Audit
Committee a report on any such approvals of non-audit services at each
scheduled meeting of the Audit Committee;

D. Meet with the Company's Independent Accountant and the Company's financial
and accounting personnel to review and discuss the matters required to be
discussed with the Company's Independent Accountant under Statement on
Auditing Standards (SAS) No. 61 as may be amended or modified;

E. Review and discuss with the Company's management and the Company's
Independent Accountant the Company's audited financial statements to be
included in the Company's Annual Report on Form 10-K and the Company's
unaudited quarterly financial statements to be included in each of the
Company's quarterly reports on Form 10-Q (including the Company's
disclosures under "Management Discussion and Analysis of Financial
Condition and Results of Operation" with respect to financial statements
for each such period) and determine, on an annual basis, whether to
recommend to the Board the inclusion of the Company's audited financial
statements in the Company's Annual Report on Form 10-K; and

F. Provide a written report of the Audit Committee for inclusion in the
Company's annual proxy statement issued in conjunction with the Company's
annual shareholders' meeting containing the items required by applicable
rules of the SEC and any applicable Exchange Rules NYSE.

IV. ADDITIONAL FUNCTIONS
--------------------
In addition to the responsibilities set forth above, the Audit Committee
shall:

A. Review, evaluate and, where appropriate, replace the Company's Independent
Accountant;

B. Review any matter brought to the attention of the Audit Committee within
the scope of its duties and purpose and, if deemed advisable by the Audit
Committee, investigate such matters and, if necessary, retain independent
professional advice or independent counsel on any matter;

C. Meet at least four (4) times per fiscal year of the Company, or more often
if the circumstances so require, and such meetings may be held in person or
via telephonic link or other appropriate electronic medium as determined by
the Audit Committee;

D. Meet with the Company's Independent Accountant and the Company's financial
and accounting personnel to review and discuss (i) the scope of the
Company's annual audit to be performed by the Independent Accountant and
audit procedures to be utilized in such annual audit; (ii) the Company's
internal audit function; and (iii) the scope and adequacy of the Company's
accounting and financial controls;

E. As part of its efforts to maintain free and open communications, meet
separately, on a periodic basis as determined by the Audit Committee, with
each of (i) the Company's Independent Accountant; (ii) personnel
responsible for performing the Company's internal audit function; and (iii)
the Company's management;

F. Establish procedures for (i) the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters and (ii) the confidential,
anonymous submission by Company employees of concerns regarding
questionable accounting or auditing matters;

G. Receive and review a report on internal controls from the Company's
management (including, if required by the Act, the SEC and/or any
applicable Exchange Rulesthe NYSE, any attestations thereof) prior to the
Company's filing of quarterly reports on Form 10-Q and annual reports on
Form 10-K;

H. Discuss the Company's policies with respect to risk assessment and risk
management, including discussing the Company's major financial risk
exposures and steps management has taken to monitor and control such
exposures;

I. Generally discuss the Company's earnings press releases as well as
financial information and earnings guidance provided to analysts and rating
agencies covering the Company;

J. Report, on a regular basis following each Audit Committee meeting or
action, to the Board;

K. Establish and communicate to the Board and management clear hiring policies
for hiring employees or former employees of the Company's Independent
Accountant; and

L. Do such other things as may be required of audit committees of
publicly-traded companies by the laws of the United States of America, the
SEC, the Act, the NYSE and/or any national securities exchange upon which
the Company's shares are listed for trading.

V. ANNUAL PERFORMANCE EVALUATION
-----------------------------
On an annual basis, the Audit Committee shall conduct a performance
evaluation of its activities and shall review its Charter and recommend to the
Board any revisions, amendments or modifications thereto that the Audit
Committee deems necessary or appropriate.

VI. DISCLOSURE OF CHARTER
---------------------
This Charter will be made available for public inspection on the Company's
website at www.cblproperties.com to the extent required to be made so available
pursuant to the rules of the NYSE and/or the SEC and/or any applicable Exchange
Rules and/or applicable rules, regulations or statutes of any other state or
governmental authority.