SEPARATION AND GENERAL RELEASE AGREEMENT

Exhibit 10.7.10

SEPARATION AND GENERAL RELEASE AGREEMENT

This Separation and Release Agreement (the “Agreement”) is made and entered into by and between CBL & Associates Management, Inc. (the “Company”) and Robert S. Tingle (“Employee”).

WHEREAS, Employee’s employment with the Company ends on December 31, 2008, as a result of a reduction in force.

WHEREAS, Employee and the Company wish to part ways amicably and set forth the terms and conditions of Employee’s separation from employment, as well as resolve any disputes and claims which Employee could potentially have arising from the employment of Employee by the Company and the ending of that employment;

NOW THEREFORE, in consideration of the release and other promises contained in this Agreement, the parties agree as follows:

Subject to the terms and conditions contained herein, the Company agrees to provide Employee with the following, to which Employee would not otherwise be entitled:

Subject to and except for the provisions of this Agreement, including but not limited to the specific exception set forth directly below, the Company hereby releases and waives any and all claims, demands, or causes of action (collectively, “claims”) known or unknown, suspected or unsuspected, that, as of the date on which Employee signs this Agreement, Company has or could have against the Employee. Notwithstanding the preceding statement, the Company is not releasing and shall not be deemed to release Employee from any claim involving fraud on the part of the Employee.

and all other entities affiliated or related to it, without limitation, exception, or reservation (collectively, the “Released Parties”). Employee understands that Employee is releasing the Company and the other Released Parties, to the maximum extent permitted by law, from any liability which the Company or the other Released Parties may have or may have had to Employee, at any time up to and including the date Employee signs this Agreement. This release includes a waiver (a giving up) of any legal rights or claims Employee may have or may have had of any kind whatsoever, including but not limited to claims of race, color, national origin, sex or gender, age, religion, disability, genetic information, or other protected class discrimination, harassment, or retaliation, arising under Title VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the Civil Rights Act of 1866 (Section 1981), the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act, the Older Worker Benefit Protection Act, the Genetic Information Nondiscrimination Act of 2008, any applicable federal, state, or local anti-discrimination statute or law, regulation, or ordinance, including but not limited to the Tennessee Fair Employment Practices Law, Tenn. Code Ann. § 4-21-407(b), any violation of the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, the federal and/or state Constitution, all claims arising under Company policy or practice, and all claims arising under any other federal, state, or local statute, regulation, or the common law, including any and all claims in tort or contract, to the maximum extent permitted by law.

Notwithstanding anything to the contrary stated above or in this Agreement, Employee’s full and general release provided herein:

(i)        shall not be deemed to release Employee’s rights to indemnification and other rights that Employee has by virtue of that certain Indemnification Agreement between the Company and Employee dated November 3, 1993 and that certain Indemnification Agreement between CBL & Associates Properties, Inc. and Employee dated November 3, 1993 (a copy of each such Indemnification Agreement is attached hereto as Exhibit B), nor shall such be deemed to release Employee’s rights to the Tier II Retiree Benefits per the Company’s Retiree Benefits Policy;

(ii)shall not be deemed to release any rights of Employee that Employee has solely by virtue of being a shareholder of CBL & Associates Properties, Inc.;

(iii)shall not be deemed to release any rights of Employee that Employee has to be reimbursed, pursuant to the policies and procedures of the Company, for Employee’s travel expenses and other out of pocket costs as to such matters that Employee has paid or incurred that are supported by verified invoices or other evidence that Employee has presented to Company showing that Employee has paid or incurred such expenses and Employee’s rights to such reimbursement shall not be denied simply because such travel expenses and/or out of pocket costs may have been incurred more than one year prior to this Agreement; and

(iv)shall not be deemed to release any rights of Employee that Employee has solely by virtue of Employee’s ownership of a limited partner interest in those certain limited partnerships identified on Exhibit C and Employee shall retain such interests following the termination of Employee’s employment with the Company.