                                                                 Exhibit 10.5.10

                [LETTERHEAD OF CBL & ASSOCIATES PROPERTIES, INC.]


October 24, 2005



Eric P. Snyder
CBL & Associates Properties, Inc.
2030 Hamilton Place Boulevard
Suite 500, CBL Center
Chattanooga, Tennessee 37421

Re:      Deferred Compensation Arrangement

Dear Eric,

This letter  agreement is intended to be an  amendment of that certain  Deferred
Compensation  Arrangement  between you and CBL dated January 1, 1997, as amended
by letter  dated  January  27,  2003 (the  "Arrangement").  The  parties  hereto
acknowledge  that  effective  as of December 31, 2004,  the date  referenced  in
Section  5(a)(iv)  of the  Arrangement  was  changed  from  January  2,  2005 to
September 30, 2005.

Per notice from you to CBL's counsel,  Jeff Curry,  the Arrangement is not to be
further  extended  and you have  stated  that it is your  desire to receive  the
shares of CBL common stock pursuant to the  Arrangement.  It is the intention of
CBL and its  affiliates  to cause the  issuance of shares to you  following  the
close of  business  on October  21,  2005 with all  accruals of stock via deemed
dividend payments being included with respect to the dividend that is being paid
on CBL common  stock on October 14, 2005.  This  procedure is in accord with the
terms of the Arrangement  that provide for a payment to you of the shares of CBL
common stock within 30 days of the termination of the Arrangement.

Tyler Overley of CBL's accounting office advises that the gross number of shares
to be issued to you is  174,403.  The  shares  of CBL  common  stock you will be
receiving are  fully-registered  and tradeable shares. We have been advised that
you intend to pay the applicable  employment/withholding  taxes in cash and that
Tyler has advised you of the amount of applicable  employment/withholding taxes.
Upon CBL's  receipt of the  employment/withholding  taxes,  the total of 174,403
shares will be issued to you.

With the  delivery of the  referenced  shares to you,  the  Arrangement  will be
terminated  in  all  respects  other  than  any  obligations   with  respect  to
indemnities  or   representations   made  in  the  Agreement  that  survive  its
termination. Any portion of your 2005 annual salary that has not accrued as of


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September 30, 2005,  will be paid to you in cash via your regular  paycheck.  No
further share amounts will accrue in the Arrangement.

Our mutual  execution of this letter  agreement will constitute  evidence of our
agreement to its terms. Please execute both counterparts of this letter,  retain
one for your files and return the other original counterpart to Jeff Curry.

Thank you for your attention to these matters.



Sincerely,

CBL & Associates Management, Inc.


By:   /s/ Charles B. Lebovitz
   ------------------------------
Name:  Charles B. Lebovitz
      ---------------------------
Title:  Chief Financial Officer
       --------------------------

The undersigned has read and understands the terms of this letter agreement and,
by his execution below, the undersigned agrees to the terms of this letter
agreement. Executed to be effective as stated herein.

/s/ Eric P. Snyder
---------------------------------
Eric P. Snyder




