CBL & Associates Properties (CBL)

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, 2008 all officers, directors and ten percent stockholders complied with the filing requirements applicable to them, except for the following late filings for the following executive officers: Howard B. Grody (1 report covering 1 transaction); Charles W. A. Willett, Jr. (1 report covering 1 transaction); Charles B. Lebovitz (1 report covering 5 transactions); and, due to an oversight in the Company’s reporting of certain exempt tax withholding transactions concerning restricted stock that vested in May 2008, 1 report covering 1 transaction for each of the following executive officers: Ronald L. Fullam, Stephen D. Lebovitz, Mark D. Mancuso, Charles H. May II, Jerry L. Sink, R. Stephen Tingle, and Charles W. A. Willett, Jr. Additionally, Ben S. Landress had one late amendment filed to correct a 40-share error on a transaction that otherwise was timely reported. The Company is not aware of any other failures to file a required report by any of its Section 16(a) reporting persons.

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, 2007 all officers, directors and ten percent stockholders complied with the filing requirements applicable to them, except for the following late filings for the following executive officers: Charles B. Lebovitz (1 report covering 1 transaction); John N. Foy (1 report covering 1 transaction); Stephen D. Lebovitz (2 reports covering 6 transactions); Augustus N. Stephas (1 report covering 2 transactions); Ben S. Landress (1 report covering 1 transaction); Michael I. Lebovitz (1 report covering 5 transactions); and Charles W. A. Willett, Jr. (4 reports covering 4 transactions). Additionally, the Company has determined that the historic Section 16 reporting of deferral elections under CBL’s Stock Incentive Plan did not appear to match the SEC’s preferred approach to these arrangements (that is, treating each creation of deemed shares as a reportable “phantom stock” transaction). Under this analysis, the reporting for transactions in prior years involving deferred compensation arrangements for Eric P. Snyder, Ronald L. Fullam and Farzana K. Mitchell may have been inconsistent with the SEC’s preferred approach referenced above. However, the officers reported the full number of shares issued upon settlement of these arrangements on a timely basis. All such arrangements involving any of the Company’s reporting persons terminated before the end of 2007. The Company is not aware of any other failures to file a required report by any of its Section 16(a) reporting persons.

19

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, 2006 all officers, directors and ten percent stockholders complied with the filing requirements applicable to them, except for the following late filings for the following directors or executive officers: Charles H. May, II (one report covering one transaction); Augustus N. Stephas (one report covering two transactions); R. Stephen Tingle (one report covering one transaction); and Winston W. Walker (one report covering one transaction). The Company is not aware of any failure to file a required report by any of its Section 16(a) reporting persons.

19