Exhibit 10.1
THE AMENDED AND RESTATED UNIT
OPTION PLAN FOR EMPLOYEES OF
TANGER PROPERTIES LIMITED PARTNERSHIP

Tanger Properties Limited Partnership, a partnership organized under the laws of the state of North Carolina (the "Partnership") adopted the Partnership Unit Option Plan for Executive and Key Employees of Tanger Properties Limited Partnership (the "Plan") on May 28, 1993. The Plan has subsequently been amended from time to time. In order to conform the Plan document to such amendments and to further amend the Plan in certain respects, the Plan has been amended and restated, effective as of July 29, 1998. This Amended and Restated Unit Option Plan for Employees of Tanger Properties Limited Partnership constitutes a complete amendment and restatement of the Plan in its entirety and a continuation of the Plan. The purposes of this Plan are as follows:

(1) To further the growth, development and financial success of the Partnership by providing additional incentives to certain of its Employees (as defined below) who have been or will be given responsibility for the management or administration of the Partnership's business affairs, by assisting them to become owners of Units (as defined below) and thus to benefit directly from such growth, development and financial success.

(2) To enable the Partnership to obtain and retain the services of the types of professional, technical and managerial employees considered essential to the long range success of the Partnership by providing and offering them an opportunity to become owners of Units under options.

(3) To allow certain Employees the ability, at their election, upon the simultaneous exercise of options under the Plan and of their conversion rights under the Partnership Agreement (as defined below) to be issued and have delivered to them directly from Tanger Factory Outlet Centers, Inc. (the "Company") common shares of the Company.

ARTICLE I.
DEFINITIONS

Wherever the following terms are used in this Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The masculine pronoun shall include the feminine and neuter and the singular shall include the plural, where the context so indicates.

Section 1.1. Award Limit

"Award Limit" shall mean 60,000 Common Shares.

Section 1.2. Board

"Board" shall mean the Board of Directors of the Company.

Section 1.3. Change in Control

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding Common Shares (the "Outstanding Common Shares") or (ii) the combined voting power of the then outstanding "voting securities of the Company") entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this
Section 1.3; or

(b) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Shares and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Shares and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation

resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of he members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

For purposes of this Plan, the "Partnership Units" of the Tanger Properties Limited Partnership shall be treated as, and aggregated with, the Common Shares and/or the "voting securities of the Company" to the extent such Partnership Units are convertible into Common Shares or voting securities, respectively.

Section 1.4. Code

Code" shall mean the Internal Revenue Code of 1986, as amended.

Section 1.5. Committee

"Committee" shall mean the Share and Unit Option Committee of the Board, appointed as provided in Section 6.1.

Section 1.6. Common Shares

"Common Shares" shall mean the Common Shares of the Company, par value $0.01 per share.

Section 1.7. Company

"Company" shall mean Tanger Factory Outlet Centers, Inc., a North Carolina corporation.

Section 1.8. Company Plan

"Company Plan" shall mean the Amended and Restated Share Option Plan for Directors and Executive and Key Employees of Tanger Factory Outlet Centers, Inc., as amended from time to time.

Section 1.9. Director

"Director" shall mean a member of the Board.

Section 1.10. Employee

"Employee" shall mean any employee (as defined in accordance with
Section 3401(c) of the Code) of the Partnership or of any entity which is a subsidiary of the Partnership.

Section 1.11. Exchange Act

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

Section 1.12. Fair Market Value

"Fair Market Value" of a Unit for purposes of this Plan as of a given date shall be the fair market value of a Common Share into which it may be converted, where the fair market value of a Common Share as of such date shall mean (i) the closing price of the Common Shares on the principal exchange on which Common Shares are trading on the trading day previous to such date, or, if Common Shares were not traded on the day previous to such date, then on the next preceding trading day during which a sale occurred; (ii) if such Common Shares are not traded on an exchange but are quoted on NASDAQ or a successor quotation system, (A) the last sales price (if the Common Shares are then listed as National Market Issue under the NASD National Market System) or (B) the mean between the closing representative bid and asked prices for the Common Shares on the trading day previous to such date as reported by NASDAQ or such successor quotation system; or (iii) if such Common Shares are is not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the fair market value of a Common Share as established by the Committee acting in good faith.

Section 1.13. Option

"Option" shall mean an option to purchase a Unit and to receive cash to be applied to such purchase, granted under Article III of this Plan. All Options granted under this Plan shall be non-qualified options, not intended to conform to the provisions of Section 422 of the Code.

Section 1.14. Optionee

"Optionee" shall mean an Employee granted an Option under this Plan.

Section 1.15. Partnership

"Partnership" shall mean Tanger Properties Limited Partnership, a partnership organized under the laws of the state of North Carolina.

Section 1.16. Partnership Agreement

"Partnership Agreement" shall mean the Amended and Restated Agreement of Limited Partnership of Tanger Properties Limited Partnership dated as of December 16, 1993, as amended from time to time.

Section 1.17. Partnership Unit; Unit

"Partnership Unit" shall have the meaning ascribed to such term in the Partnership Agreement, and may be referred to herein as a "Unit."

Section 1.18. Plan

"Plan" shall mean the Amended and Restated Unit Option Plan for Employees of Tanger Properties Limited Partnership.

Section 1.19. Rule 16b-3

"Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to time.

Section 1.20. Section 162(m) Participant

"Section 162(m) Participant" shall mean any Company Employee designated by the Committee as a Company Employee whose compensation for the fiscal year in which the Company Employee is so designated or a future fiscal year may be subject to the limit on deductible compensation imposed by Section 162(m) of the Code.

Section 1.21. Termination of Employment

"Termination of Employment" shall mean the time when the employee-employer relationship between an Optionee and the Partnership, the Company or any subsidiary of either of them is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding (i) a termination where there is a simultaneous reemployment or continuing employment of such Optionee by the Partnership, (ii) at the discretion of the Committee, termination which results in a temporary severance of the employee-employer relationship, and (iii) at the discretion of the Committee, a termination which is followed by the simultaneous establishment of a consulting relationship by the Partnership, the Company or any subsidiary of either of them with the former employee. The Committee, in its sole discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a Termination of Employment resulted from a discharge for good cause, and all questions of whether a particular leave of absence constitutes a Termination of Employment.

Notwithstanding any other provision of this Plan, the Partnership or the Company or the subsidiary has an absolute and unrestricted right to terminate an Employee's employment at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.

ARTICLE II.
UNITS SUBJECT TO PLAN

Section 2.1. Units Subject to Plan

The aggregate number of Units which may be issued upon exercise of Options under the Plan shall not exceed 1,500,000; provided, that effective as of the date of the next succeeding annual meeting of shareholders such number shall be increased to 1,750,000 if the shareholders approve such increase at such annual meeting. Such aggregate number shall be reduced by one for each Common Share that is issued pursuant to the exercise of options under the Company's Share Option Plan.

The maximum number of Units which may be subject to Options granted under the Plan to any individual in any calendar year shall not exceed the Award Limit. To the extent required by Section 162(m) of the Code, Units subject to Options which are canceled continue to be counted against the Award Limit and if, after grant of an Option, the price of Units subject to such Option is reduced, the transaction will be treated as a cancellation of the Option and a grant of a new Option and both the Option deemed to be canceled and the Option deemed to be granted will be counted against the Award Limit.

Section 2.2. Add-back of Options

If any Option expires or is canceled without having been fully exercised, the number of Units subject to such Option but as to which such Option was not exercised prior to its expiration, cancellation or exercise may again be optioned, granted or awarded hereunder, subject to the limitations of
Section 2.1. Units which are delivered by the Optionee or withheld by the Partnership upon the exercise of any Option or other award under this Plan, in payment of the exercise price thereof, may again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1. Furthermore, any Units subject to Options which are adjusted pursuant to Section 7.3 and become exercisable with respect to equity interests of another entity shall be considered canceled and may again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1.

ARTICLE III.
GRANTING OF OPTIONS

Section 3.1. Eligibility

Any Employee selected by the Committee pursuant to Section 3.2(a)(i) shall be eligible to be granted an Option.

Section 3.2. Granting of Options

(a) The Committee shall from time to time, in its sole discretion, and subject to applicable limitations of this Plan:

(i) Select from among the Employees (including Employees who have previously received Options) such of them as in its opinion should be granted Options;

(ii) Subject to the Award Limit, determine the number of shares to be subject to such Options granted to the selected Employees;

(iii) Determine whether such Options are to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code; and

(iv) Determine the terms and conditions of such Options, consistent with this Plan; provided, however, that the terms and conditions of Options intended to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code shall include, but not be limited to, such terms and conditions as may be necessary to meet the applicable provisions of Section 162(m) of the Code.

(b) Upon the selection of an Employee to be granted an Option, the Committee shall instruct the Partnership to issue the Option and may impose such conditions on the grant of the Option as it deems appropriate. Without limiting the generality of the preceding sentence, the Committee may, in its discretion and on such terms as it deems appropriate, require as a condition on the grant of an Option that the Optionee surrender for cancellation some or all of the unexercised Options or other rights which have been previously granted to him under this Plan or otherwise. An Option, the grant of which is conditioned upon such surrender, may have an exercise price lower (or higher) than the exercise price of such surrendered Option or other right, may cover the same (or a lesser or greater) number of Units as such surrendered Option or other right, may contain such other terms as the Committee deems appropriate, and shall be exercisable in accordance with its terms, without regard to the number of Units, exercise price, exercise period or any other term or condition of such surrendered Option or other right.

ARTICLE IV.
TERMS OF OPTIONS

Section 4.1. Option Agreement

Each Option shall be evidenced by a written Option Agreement, which shall be executed by the Optionee and the Partnership and which shall contain such terms and conditions as the Committee shall determine, and which may be amended by agreement of the parties thereto, consistent with this Plan. Option Agreements evidencing Options intended to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code shall contain such terms and conditions as may be necessary to meet the applicable provisions of
Section 162(m) of the Code, and Option Agreements evidencing Incentive Share Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.

Section 4.2. Exercise Price

The exercise price per Unit subject to each Option shall be set by the Committee in its discretion; provided, however, that such price shall be no less than the Fair Market Value of a Unit on the date the Option is granted.

Section 4.3. Option Term

The term of an Option shall be set by the Committee in its discretion; provided, however, that, the Committee may extend the term of any outstanding Option in connection with any Termination of Employment, or amend any other term or condition of such Option relating to such a termination.

Section 4.4. Option Vesting

(a) The period during which the right to exercise an Option in whole or in part vests in the Optionee shall be set by the Committee and the Committee may determine that an Option may not be exercised in whole or in part for a specified period after it is granted. At any time after grant of an Option, the Committee may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option vests.

(b) no portion of an Option which is unexercisable at Termination of Employment shall thereafter become exercisable, except as may be otherwise provided by the Committee either in the Option Agreement or by action of the Committee following the grant of the Option.

(c) In the event of a Change in Control, each Option granted to an Independent Director or to an Employee shall be exercisable as to all shares covered thereby immediately prior to the consummation of such Change in Control and subject to such consummation, notwithstanding anything to the contrary in this Section 4.4 or the vesting schedule of such Option.

Section 4.5. Consideration

In consideration of the granting of an Option, the Optionee shall agree, in the written Option Agreement, to remain in the employ of the Partnership, the Company, or a subsidiary of either of them for a period of one year from the date of Option grant. Nothing in this Plan or in any Option Agreement hereunder shall confer upon any Optionee any right to continue in the employ of the Partnership, the Company or a subsidiary of either of them, or shall interfere with or restrict in any way the rights of the Partnership, the Company or such subsidiary, which are hereby expressly reserved, to discharge any Optionee at any time for any reason whatsoever, with or without good cause.

ARTICLE V.
EXERCISE OF OPTIONS

Section 5.1. Partial Exercise

An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional Units and the Committee may require that, by the terms of the Option, a partial exercise be with respect to a minimum number of Units.

Section 5.2. Payment Upon Exercise

As part of the exercise of an Option pursuant to this Section 5.2, the Partnership shall pay to the Optionee, as additional compensation for his services to the Partnership, cash (the "Appreciation Consideration") equal to the excess, if any, of the Fair Market Value of a Unit on the date of exercise and the exercise price of the Option. In addition to the exercise price, the Appreciation Consideration shall be applied to the purchase of a Unit pursuant to Section 5.3(d).

Section 5.3. Manner of Exercise

All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Partnership prior to the time when such Option or such portion becomes unexercisable under the Plan or the applicable Option Agreement:

(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion of the Option;

(b) Such representations and documents as the Committee in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. The Committee may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;

(c) In the event that the Option shall be exercised pursuant to Section 7.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option; and

(d) Full cash payment to the Partnership for the Units with respect to which the Option, or portion thereof, is exercised (which payment shall consist of the entire Appreciation Consideration and the exercise price). However, the Committee, may in its discretion (i) allow a delay in payment up to thirty (30) days from the date the Option, or portion thereof, is exercised; (ii) allow payment, in whole or in part, through the delivery of Units owned by the Optionee, duly endorsed for transfer to the Partnership with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (iii) allow payment, in whole or in part, through the surrender of Units then issuable upon exercise of the Option having a Fair Market Value on the date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof; (iv) allow payment, in whole or in part, through the delivery of property of any kind which constitutes good and valuable consideration; (v) allow payment, in whole or in part, through the delivery of a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code) and payable upon such terms as may be prescribed by the Committee; or (vi) allow payment through any combination of the consideration provided in the foregoing subparagraphs (ii), (iii), (iv) and (v). In the case of a promissory note, the Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Partnership when or where such loan or other extension of credit is prohibited by law.

Section 5.4. Conditions to Issuance of Unit Certificates

The Partnership shall not be required to issue or deliver any certificate for Units purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions:

(a) The admission of such Units to listing on all stock exchanges on which such series or class of Units is then listed;

(b) The completion of any registration or other qualification of such Units under any state or federal law, or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body which the Committee or Board shall, in its sole discretion, deem necessary or advisable;

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its sole discretion, determine to be necessary or advisable;

(d) The lapse of such reasonable period of time following the exercise of the Option as the Committee may establish from time to time for reasons of administrative convenience; and

(e) The receipt by the Partnership of full payment for such Units, including payment of any applicable withholding tax; provided that under no circumstance may an Optionee exercise an Option and acquire a Unit, and if an Optionee does exercise an Option, such exercise shall be null and void and of no effect, if such exercise could, in the sole discretion of the Committee, result in income to the Company which, when considered in light of the Company's other income, could cause the Company to fail to satisfy the gross income limitations set forth in Code Section 856(c) or otherwise impair the Company's status as a REIT.

Section 5.5. Rights as Limited Partners

The holders of Options shall not be, nor have any of the rights or privileges of, limited partners of the Partnership in respect of any Units purchasable upon the exercise of any part of an Option unless and until certificates representing such Units have been issued to such holders; PROVIDED, HOWEVER, that the Partnership shall provide to Optionees, on an annual basis, such financial and other information as the Partnership provides to its limited partners.

Section 5.6. Ownership and Transfer Restrictions

The Committee, in its sole discretion, may impose such restrictions on the ownership and transferability of the Units purchasable upon the exercise of an Option as it deems appropriate. Any such restriction shall be set forth in the respective Option Agreement or other written agreement between the Partnership and the Optionee and may be referred to on the certificates

evidencing such Units. All Options and Units shall be subject to any applicable transfer restrictions required to preserve the Company's status as a REIT under the Code and to the restrictions on transfer set forth in the Partnership Agreement.

ARTICLE VI.
ADMINISTRATION

Section 6.1. Share and Unit Option Committee

The Share and Unit Option Committee shall consist of two or more Directors, appointed by and holding office at the pleasure of the Board, none of whom shall be an employee of the Company and each of whom is both a "non-employee director" as defined by Rule 16b-3 and an "outside director" for purposes of Section 162(m) of the Code. Appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may be filled by the Board.

Section 6.2. Duties and Powers of Committee

It shall be the duty of the Committee to conduct the general administration of this Plan in accordance with its provisions. The Committee shall have the power to interpret this Plan, the Option Agreements and to adopt such rules for the administration, interpretation and application of this Plan as are consistent therewith and to interpret, amend or revoke any such rules. Any grant or Option under this Plan need not be the same with respect to each Optionee. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under this Plan except with respect to matters which under Rule 16b-3 or Section 162(m) of the Code (as each may be applicable), or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Committee.

Section 6.3. Majority Rule

The Committee shall act by a majority of its members in attendance at a meeting where quorum is present or by a memorandum or other written instrument signed by all members of the Committee.

Section 6.4. Compensation; Professional Assistance; Good Faith Actions

Members of the Committee shall receive such compensation for their services as members as may be determined by the Board. All expenses and liabilities which members of the Committee incur in connection with the administration of this Plan shall be borne by the Company. The Committee may, with the approval of the Board, employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Partnership, the Company and the Company's officers and Directors shall be entitled to rely upon the advice, opinions or

valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee or the Board in good faith shall be final and binding upon all Optionees, the Partnership and all other interested persons. No members of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to this Plan or any Option, and all members of the Committee and the Board shall be fully protected by the Company in respect of any such action, determination or interpretation.

ARTICLE VII.
MISCELLANEOUS PROVISIONS

Section 7.1. Not Transferable

(a) Options under this Plan may not be sold, pledged, assigned, or transferred in any manner other than by will or the laws of descent and distribution or, with the consent of the Committee, pursuant to a transfer to the spouse and/or lineal descendants of the Optionee or to a trust, partnership or other entity the sole beneficiaries, partners or other members of which are members of the Optionee's spouse and/or lineal descendants, unless and until such Options have been exercised, or the Units underlying such Options have been issued, and all restrictions applicable to such Units have lapsed. No Option or interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

(b) During the lifetime of the Optionee, only he may exercise an Option (or any portion thereof) granted to him under the Plan, unless it has been disposed of pursuant to the foregoing paragraph. After the death of the Optionee (or transferee), any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Option Agreement or other agreement, be exercised by the personal representative of, or by any person empowered to do so under, the deceased Optionee's (or transferee's) will or under the then applicable laws of descent and distribution.

Section 7.2. Amendment, Suspension or Termination of this Plan

Except as otherwise provided in this Section 7.2, this Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee. However, without approval of the Company's shareholders given within twelve months before or after the action by the Committee, no action of the Committee may, except as provided in Section 7.3, increase the limits imposed in Section 2.1 on the maximum number of Units which may be issued under this Plan, and no action of the Committee may be taken that would otherwise require shareholder approval as a matter of applicable law, regulation or rule.

The Award Limit may be increased by the Committee at any time and from time to time, and Options may be granted with respect to a number of Units not in excess of such increased Award Limit; provided, however, that no such increase of the Award Limit shall be effective unless and until such increase is approved by the Company's shareholders and if such approval is not obtained all Options granted with respect to a number of Units in excess of the Award Limit in effect prior to such increase shall be canceled and shall become null and void. No amendment, suspension or termination of this Plan shall, without the consent of the Optionee alter or impair any rights or obligations under any Options theretofore granted, unless the Option Agreement itself otherwise expressly so provides. No Option may be granted during any period of suspension or after termination of this Plan.

Section 7.3. Changes in Securities or Assets of the Company or the Partnership, Acquisition or Liquidation of the Company or the Partnership and Other Events

(a) in the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Units, Common Shares, other securities, or other property), recapitalization, reclassification, share split, reverse share split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Partnership or the Company (including, but not limited to, a Change in Control), or exchange of Units or Common Shares or other securities of the Partnership or the Company, issuance of warrants or other rights to purchase Units or Common Shares or other securities of the Partnership or the Company, or other similar transaction or event, in the Committee's sole discretion, affects the Units or Common Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an Option, then the Committee shall, in such manner as it may deem equitable, adjust any or all of

(i) the number and kind of Units (or other securities or property) with respect to which Options may be granted (including, but not limited to, adjustments of the limitations in Section 2.1 on the maximum number and kind of Units which may be issued and adjustments to the Award Limit),

(ii) the number and kind of Units (or other securities or property) subject to outstanding Options, and

(iii) the grant or exercise price with respect to any Option.

(b) Subject to Section 7.3(d) the event of any Change in Control or other transaction or event described in Section 7.3(a) or any unusual or nonrecurring transactions or events affecting the Partnership, the Company, any affiliate of the either of them, or the financial statements of the Partnership, the Company or any such affiliate, or of changes in applicable laws, regulations, or accounting principles, the Committee in its discretion is hereby authorized

to take any one or more of the following actions whenever the Committee determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Option, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:

(i) In its sole discretion, and on such terms and conditions as it deems appropriate, the Committee may provide, either by the terms of the Option Agreement or by action taken prior to the occurrence of such transaction or event and either automatically or upon the request of the Optionee, for either the purchase of any such Option for an amount of cash equal to the amount that could have been attained upon the exercise of such Option had such Option been currently exercisable or payable or fully vested or the replacement of such Option with other rights or property selected by the Committee in its sole discretion;

(ii) In its sole discretion, the Committee may provide, either by the terms of such Option or by action taken prior to the occurrence of such transaction or event that it cannot be exercised after such event;

(iii) In its sole discretion, and on such terms and conditions as it deems appropriate, the Committee may provide, either by the terms of such Option or by action taken prior to the occurrence of such transaction or event, that for a specified period of time prior to such transaction or event, such Option shall be exercisable as to all Units covered thereby, notwithstanding anything to the contrary in (i) Section 4.4 or (ii) the provisions of such Option;

(iv) In its sole discretion, and on such terms and conditions as it deems appropriate, the Committee may provide, either by the terms of such Option or by action taken prior to the occurrence of such transaction or event, that upon such event, such Option be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options covering the equity securities of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of securities and prices; and

(v) In its sole discretion, and on such terms and conditions as it deems appropriate, the Committee may make adjustments in the number and type of Units (or other securities or property) subject to outstanding Options and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Options and Options which may be granted in the future.

(c) Subject to Section 7.3(d) and 7.6, the Committee may, in its discretion, include such further provisions and limitations in any Option agreement or certificate, as it may deem equitable and in the best interests of the Company.

(d) With respect to any Option granted to any Section 162(m) Participant that is intended to qualify as performance-based compensation under Section
162(m)(4)(C), no adjustment or action described in this Section 7.3 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause such Option to fail to so qualify under Section
162(m)(4)(C), or any successor provision thereto unless the Committee determines that such Option should no longer so qualify. Furthermore, no such adjustment or action shall be authorized to the extent such adjustment or action would result in short-swing profits liability under Section 16 or violate the exemptive conditions of Rule 16b-3 unless the Committee determines that the Option is not to comply with such exemptive conditions. The number of Units subject to any Option shall always be rounded to the next whole number.

Section 7.4. Tax Withholding

The Partnership shall be entitled to require payment in cash or deduction from other compensation payable to each Optionee of any sums required by federal, state or local tax law to be withheld with respect to the issuance, vesting, exercise or payment of any Option. The Committee may in its discretion and in satisfaction of the foregoing requirement allow such Optionee to elect to have the Partnership withhold Units otherwise issuable under such Option (or allow the return of Units) having a Fair Market Value equal to the sums required to be withheld.

Section 7.5. Loans

The Committee may, in its discretion, extend one or more loans to Employees in connection with the exercise or receipt of an Option granted under this Plan. The terms and conditions of any such loan shall be set by the Committee.

Section 7.6. Limitations Applicable to Section 16 Persons and Performance- Based Compensation

Notwithstanding any other provision of this Plan, this Plan, and any Option granted to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan and Options granted hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. Furthermore, notwithstanding any other provision of this Plan, any Option which is granted to a Section 162(m) Participant and is intended to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code shall be subject to any additional limitations set forth in Section 162(m) of the Code (including any amendment to Section 162(m) of the Code) or any regulations or rulings issued thereunder that are requirements for qualification as performance-based compensation as described in Section

162(m)(4)(C) of the Code, and this Plan shall be deemed amended to the extent necessary to conform to such requirements.

Section 7.7 Effect of Plan Upon Options and Compensation Plans

The adoption of this Plan shall not affect any other compensation or incentive plans in effect for the Partnership or any subsidiary. Nothing in this Plan shall be construed to limit the right of the Partnership or any subsidiary
(i) to establish any other forms of incentives or compensation for Employees
(ii) to grant or assume Options or other rights or awards otherwise than under this Plan in connection with any proper purpose including but not by way of limitation, the grant or assumption of Options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, securities or assets of any corporation, partnership, limited liability company, firm or association.

Section 7.8. Compliance with Laws

This Plan, the granting and vesting of Options under this Plan and the issuance and delivery of Units and the payment of money under this Plan or under Options granted hereunder are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Partnership, be necessary or advisable in connection therewith. Any securities delivered under this Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Partnership, provide such assurances and representations to the Partnership as the Partnership may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan and Options granted hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section 7.9. Titles

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Plan.

Section 7.10. Governing Law.

This Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of North Carolina

Exhibit 10.2

THE AMENDED AND RESTATED SHARE OPTION PLAN
FOR DIRECTORS AND EXECUTIVE AND KEY EMPLOYEES OF
TANGER FACTORY OUTLET CENTERS, INC.

Tanger Factory Outlet Centers, Inc., a corporation organized under the laws of the state of North Carolina (the "Company"), adopted the Stock Option Plan for Directors and Executive and Key Employees of Tanger Factory Outlet Centers, Inc., (the "Plan") on May 28, 1993. The Plan has subsequently been amended from time to time. In order to conform the Plan document to such amendments and to further amend the Plan in certain respects, the Plan has been amended and restated, effective as of July 29, 1998. This Amended and Restated Share Option Plan for Directors and Executive and Key Employees of Tanger Factory Outlet Centers, Inc., constitutes a complete amendment and restatement of the Plan in its entirety and a continuation of the Plan.

The purposes of this Plan are as follows:

(1) To further the growth, development and financial success of the Company by providing additional incentives to certain of its Directors, and executive and key Employees (as defined below) who have been or will be given responsibility for the management or administration of the Company's business affairs, by assisting them to become owners of the Company's Common Shares and thus to benefit directly from such growth, development and financial success.

(2) To enable the Company to obtain and retain the services of the types of professional, technical and managerial employees and directors considered essential to the long range success of the Company by providing and offering them an opportunity to become owners of the Company's Common Shares under options, including options that are intended to qualify as "incentive stock options" under Section 422 of the Code (as defined below).

ARTICLE I.
DEFINITIONS

Wherever the following terms are used in this Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The masculine pronoun shall include the feminine and neuter and the singular shall include the plural, where the context so indicates.

Section 1.1. Award Limit

"Award Limit" shall mean 60,000 Common Shares.

Section 1.2. Board

Board" shall mean the Board of Directors of the Company.

Section 1.3. Change in Control

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding Common Shares (the "Outstanding Common Shares") or (ii) the combined voting power of the then outstanding "voting securities of the Company") entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this
Section 1.3; or

(b) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Shares and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Shares and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns,

directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of he members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

For purposes of this Plan, the "Partnership Units" of the Tanger Properties Limited Partnership shall be treated as, and aggregated with, the Common Shares and/or the "voting securities of the Company" to the extent such Partnership Units are convertible into Common Shares or voting securities, respectively.

Section 1.4. Code

"Code" shall mean the Internal Revenue Code of 1986, as amended.

Section 1.5. Committee

"Committee" shall mean the Share and Unit Option Committee of the Board, appointed as provided in Section 6.1.

Section 1.6. Common Shares

"Common Shares" shall mean the Common Shares of the Company, par value $0.01 per share.

Section 1.7. Company

"Company" shall mean Tanger Factory Outlet Centers, Inc., a North Carolina corporation.

Section 1.8. Director

"Director" shall mean a member of the Board.

Section 1.9. Employee

"Employee" shall mean any employee (as defined in accordance with
Section 3401(c) of the Code) of the Company, or of any corporation which is a Subsidiary.

Section 1.10. Exchange Act

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

Section 1.11. Fair Market Value

"Fair Market Value" of a Common Share as of a given date shall be (i) the closing price of the Common Shares on the principal exchange on which Common Shares are trading on the trading day previous to such date, or, if Common Shares were not traded on the day previous to such date, then on the next preceding trading day during which a sale occurred; (ii) if such Common Shares are not traded on an exchange but are quoted on NASDAQ or a successor quotation system, (A) the last sales price (if the Common Shares are then listed as National Market Issue under the NASD National Market System) or (B) the mean between the closing representative bid and asked prices for the Common Shares on the trading day previous to such date as reported by NASDAQ or such successor quotation system; or (iii) if such Common Shares are is not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation system, the fair market value of a Common Share as established by the Committee (or the Board in the case of Options granted to Independent Directors) acting in good faith.

Section 1.12. Incentive Share Option

"Incentive Share Option" shall mean an option which conforms to the applicable provisions of Section 422 of the Code and which is designated as an Incentive Share Option by the Committee.

Section 1.13. Independent Director

"Independent Director" shall mean a member of the Board who is not an Employee of the Company.

Section 1.14. Non-Qualified Share Option

"Non-Qualified Share Option" shall mean an Option which is not designated as an Incentive Share Option by the Committee.

Section 1.15. Operating Partnership

"Operating Partnership" shall mean Tanger Properties Limited Partnership, a partnership organized under the laws of the state of North Carolina.

Section 1.16. Option

"Option" shall mean an option to purchase Common Shares granted under Article III of this Plan. An Option granted under this Plan shall, as determined by the Committee, be either a Non-Qualified Share Option or an Incentive Share Option; provided, however, that Options granted to Independent Directors shall be Non-Qualified Share Options.

Section 1.17. Optionee

"Optionee" shall mean an Employee or Independent Director granted an Option under this Plan.

Section 1.18. Plan

"Plan" shall mean The Amended and Restated Share Option Plan for Directors and Executive and Key Employees of Tanger Factory Outlet Centers, Inc.

Section 1.19. Rule 16b-3

"Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to time.

Section 1.20. Secretary

"Secretary" shall mean the Secretary of the Company.

Section 1.21. Section 162(m) Participant

"Section 162(m) Participant" shall mean any Company Employee designated by the Committee as a Company Employee whose compensation for the fiscal year in which the Company Employee is so designated or a future fiscal year may be subject to the limit on deductible compensation imposed by Section 162(m) of the Code.

Section 1.22. Subsidiary

"Subsidiary" shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns securities possessing 50 percent or more of the total combined voting power of all classes of securities in one of the other corporations in such chain.

Section 1.23. Termination of Directorship

"Termination of Directorship" shall mean the time when an Optionee who is an Independent Director ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The Board, in

its sole discretion, shall determine the effect of all matters and questions relating to Termination of Directorship with respect to Independent Directors.

Section 1.24. Termination of Employment

"Termination of Employment" shall mean the time when the employee-employer relationship between an Optionee and the Company, the Operating Partnership or any subsidiary of either of them is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding (i) a termination where there is a simultaneous reemployment or continuing employment of such Optionee by the Company, the Operating Partnership or any subsidiary of either of them, (ii) at the discretion of the Committee, termination which results in a temporary severance of the employee-employer relationship, and (iii) at the discretion of the Committee, a termination which is followed by the simultaneous establishment of a consulting relationship by the Company, the Operating Partnership or any subsidiary of either of them with the former employee. The Committee, in its sole discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a Termination of Employment resulted from a discharge for good cause, and all questions of whether a particular leave of absence constitutes a Termination of Employment; provided, however, that, unless otherwise determined by the Committee in its discretion, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Employment if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section. Notwithstanding any other provision of this Plan, the Company, the Operating Partnership and any subsidiary has an absolute and unrestricted right to terminate an Employee's employment at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.

ARTICLE II.
SHARES SUBJECT TO PLAN

Section 2.1. Shares Subject to Plan

(a) The aggregate number of Common Shares which may be issued upon exercise of Options under the Plan shall not exceed 1,500,000; provided, that effective as of the date of the next succeeding annual meeting of shareholders such number shall be increased to 1,750,000 if the shareholders approve such increase at such annual meeting. Such aggregate number shall be reduced by one for each unit in the Operating Partnership that is issued pursuant to the Operating Partnership's Unit Option Plan. The Common Shares issuable upon exercise of Options may be either previously authorized but unissued shares or treasury shares.

(b) The maximum number of Common Shares which may be subject to Options granted under the Plan to any individual in any calendar year shall not exceed the Award Limit. To the extent required by Section 162(m) of the Code, shares subject to Options which are canceled continue to be counted against the Award Limit and if, after grant of an Option, the price of shares subject to such Option is reduced, the transaction will be treated as a cancellation of the Option and a grant of a new Option and both the Option deemed to be canceled and the Option deemed to be granted will be counted against the Award Limit.

Section 2.2. Add-back of Options

If any Option expires or is canceled without having been fully exercised, the number of shares subject to such Option but as to which such Option was not exercised prior to its expiration, cancellation or exercise may again be optioned, granted or awarded hereunder, subject to the limitations of
Section 2.1. Common Shares which are delivered by the Optionee or withheld by the Company upon the exercise of any Option or other award under this Plan, in payment of the exercise price thereof, may again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1. Furthermore, any Common Shares subject to Options which are adjusted pursuant to Section 7.3 and become exercisable with respect to equity interests of another entity shall be considered canceled and may again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1.

ARTICLE III.
GRANTING OF OPTIONS

Section 3.1. Eligibility

Any Employee selected by the Committee pursuant to Section 3.3(a)(i) shall be eligible to be granted an Option. Any Independent Director selected by the Board pursuant to Section 3.3(b)(i) shall be eligible to be granted an Option.

Section 3.2. Qualification of Incentive Share Options

No Incentive Share Option shall be granted to any person who is not an Employee.

Section 3.3. Granting of Options

(a) The Committee shall from time to time, in its sole discretion, and subject to applicable limitations of this Plan:

(i) Determine which Employees are executive or other key Employees and select from among them (including Employees who have previously received Options) such of them as in its opinion should be granted Options;

(ii) Subject to the Award Limit, determine the number of shares to be subject to such Options granted to the selected Employees;

(iii) Subject to Section 3.2, determine whether such Options are to be Incentive Share Options or Non-Qualified Share Options and whether such Options are to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code; and

(iv) Determine the terms and conditions of such Options, consistent with this Plan; provided, however, that the terms and conditions of Options intended to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code shall include, but not be limited to, such terms and conditions as may be necessary to meet the applicable provisions of Section 162(m) of the Code.

(b) The Board shall from time to time, in its sole discretion, and subject to applicable limitations of this Plan:

(i) Determine which Independent Directors (including Independent Directors who have previously received Options) such of them as in its opinion should be granted Options; and

(ii) Determine the terms and conditions of such Options, consistent with this Plan.

(c) Upon the selection of an Employee or Independent Director to be granted an Option, the Committee (or Board, as applicable) shall instruct the Secretary to issue the Option and may impose such conditions on the grant of the Option as it deems appropriate. Without

limiting the generality of the preceding sentence, the Committee (or Board, as applicable) may, in its discretion and on such terms as it deems appropriate, require as a condition on the grant of an Option that the Optionee surrender for cancellation some or all of the unexercised Options or other rights which have been previously granted to him under this Plan or otherwise. An Option, the grant of which is conditioned upon such surrender, may have an exercise price lower (or higher) than the exercise price of such surrendered Option or other right, may cover the same (or a lesser or greater) number of shares as such surrendered Option or other right, may contain such other terms as the Committee deems appropriate, and shall be exercisable in accordance with its terms, without regard to the number of shares, exercise price, exercise period or any other term or condition of such surrendered Option or other right.

ARTICLE IV.
TERMS OF OPTIONS

Section 4.1. Option Agreement

Each Option shall be evidenced by a written Option Agreement, which shall be executed by the Optionee and an authorized officer of the Company and which shall contain such terms and conditions as the Committee (the Board in the case of Options granted to Independent Directors) shall determine, and which may be amended by agreement of the parties thereto, consistent with this Plan. Option Agreements evidencing Options intended to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code shall contain such terms and conditions as may be necessary to meet the applicable provisions of
Section 162(m) of the Code, and Option Agreements evidencing Incentive Share Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.

Section 4.2. Exercise Price

The exercise price per share of the shares subject to each Option shall be set by the Committee in its discretion (the Board with respect to Options granted to Independent Directors); provided, however, that such price shall be no less than the Fair Market Value of a Common Share on the date the Option is granted, and, in the case of Incentive Share Options granted to an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of shares of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code) such price shall not be less than 110% of the Fair Market Value of a Common Share on the date the Option is granted.

Section 4.3. Option Term

The term of an Option shall be set by the Committee (the Board in the case of Options granted to Independent Directors) in its discretion; provided, however, that (i) in the case of Incentive Share Options, the term shall not be more than ten (10) years from the date the

Incentive Share Option is granted, or five (5) years from such date if the Incentive Share Option is granted to an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of shares of the Company or any Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code). Except as limited by requirements of Section 422 of the Code and regulations and rulings thereunder applicable to Incentive Share Options, the Committee (the Board in the case of Options granted to Independent Directors) may extend the term of any outstanding Option in connection with any Termination of Employment or Termination of Directorship, or amend any other term or condition of such Option relating to such a termination.

Section 4.4. Option Vesting

(a) The period during which the right to exercise an Option in whole or in part vests in the Optionee shall be set by the Committee (the Board with respect to Options granted to Independent Directors) and the Committee (or Board, as applicable) may determine that an Option may not be exercised in whole or in part for a specified period after it is granted. At any time after grant of an Option, the Committee (the Board with respect to Options granted to an Independent Directors) may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option vests.

(b) No portion of an Option which is unexercisable at Termination of Employment or Termination of Directorship shall thereafter become exercisable, except as may be otherwise provided by the Committee (other than with respect to Options granted to Independent Directors) either in the Option Agreement or by action of the Committee following the grant of the Option.

(c) To the extent that the aggregate fair market value of shares with respect to which "incentive stock options" (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by an Optionee during any calendar year (under the Plan and all other incentive stock option plans of the Company and any Subsidiary) exceeds $100,000, such options shall be treated as non-qualified stock options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking options into account in the order in which they were granted. For purposes of this Section 4.4(c), the fair market value of shares shall be determined as of the time the option with respect to such shares is granted.

(d) In the event of a Change in Control, each Option granted to an Independent Director or to an Employee shall be exercisable as to all shares covered thereby immediately prior to the consummation of such Change in Control and subject to such consummation, notwithstanding anything to the contrary in this Section 4.4 or the vesting schedule of such Option.

Section 4.5. Consideration

In consideration of the granting of an Option, the Optionee shall agree, in the written Option Agreement, to remain in the employ of the Company, the Operating Partnership or a subsidiary of either of them for a period of one year from the date of Option grant. Nothing in this Plan or in any Option Agreement hereunder shall confer upon any Optionee any right to continue in the employ of or as a director of the Company, the Operating Partnership or any subsidiary of either of them, or shall interfere with or restrict in any way the rights of the Company, the Partnership or any such subsidiary, which are hereby expressly reserved, to discharge any Optionee at any time for any reason whatsoever, with or without good cause.

ARTICLE V.
EXERCISE OF OPTIONS

Section 5.1. Partial Exercise

An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional shares and the Committee (or the Board, in the case of Options granted to Independent Directors) may require that, by the terms of the Option, a partial exercise be with respect to a minimum number of shares.

Section 5.2. Manner of Exercise

All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Secretary or his office prior to the time when such Option or such portion becomes unexercisable under the Plan or the applicable Option Agreement:

(a) A written notice complying with the applicable rules established by the Committee (or the Board, in the case of Options granted to Independent Directors) stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion of the Option;

(b) Such representations and documents as the Committee (or the Board, in the case of Options granted to Independent Directors), in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. The Committee or Board may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;

(c) In the event that the Option shall be exercised pursuant to Section 7.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option; and

(d) Full cash payment to the Secretary for the shares with respect to which the Option, or portion thereof, is exercised. However, the Committee (or the Board, in the case of Options granted to Independent Directors), may in its discretion (i) allow a delay in payment up to thirty (30) days from the date the Option, or portion thereof, is exercised; (ii) allow payment, in whole or in part, through the delivery of Common Shares owned by the Optionee, duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (iii) allow payment, in whole or in part, through the surrender of Common Shares then issuable upon exercise of the Option having a Fair Market Value on the date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof; (iv) allow payment, in whole or in part, through the delivery of property of any kind which constitutes good and valuable consideration; (v) allow payment, in whole or in part, through the delivery of a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code) and payable upon such terms as may be prescribed by the Committee or the Board; (vi) allow payment, in whole or in part, through the delivery of a notice that the Optionee has placed a market sell order with a broker with respect to Common Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vii) allow payment through any combination of the consideration provided in the foregoing subparagraphs (ii), (iii), (iv), (v) and (vi). In the case of a promissory note, the Committee (or the Board, in the case of Options granted to Independent Directors) may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law.

Section 5.3. Conditions to Issuance of Share Certificates

The Company shall not be required to issue or deliver any certificate for Common Shares purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions:

(a) The admission of such shares to listing on all stock exchanges on which such series or class of shares is then listed;

(b) The completion of any registration or other qualification of such shares under any state or federal law, or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body which the Committee or Board shall, in its sole discretion, deem necessary or advisable;

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee (or Board, in the case of Options granted to Independent Directors) shall, in its sole discretion, determine to be necessary or advisable;

(d) The lapse of such reasonable period of time following the exercise of the Option as the Committee (or Board, in the case of Options granted to Independent Directors) may establish from time to time for reasons of administrative convenience; and

(e) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax;

provided that under no circumstance may an Optionee exercise an Option and acquire a Common Share, and if an Optionee does exercise an Option, such exercise shall be null and void and of no effect, if such exercise could, in the sole discretion of the Committee, result in income to the Company which, when considered in light of the Company's other income, could cause the Company to fail to satisfy the gross income limitations set forth in Code Section 856(c) or otherwise impair the Company's status as a REIT.

Section 5.4. Rights as Shareholders

The holders of Options shall not be, nor have any of the rights or privileges of, shareholders of the Company in respect of any shares purchasable upon the exercise of any part of an Option unless and until certificates representing such shares have been issued by the Company to such holders.

Section 5.5. Ownership and Transfer Restrictions

The Committee (or Board, in the case of Options granted to Independent Directors), in its sole discretion, may impose such restrictions on the ownership and transferability of the shares purchasable upon the exercise of an Option as it deems appropriate. Any such restriction shall be set forth in the respective Option Agreement or other written agreement between the Company and the Optionee and may be referred to on the certificates evidencing such shares.

ARTICLE VI.
ADMINISTRATION

Section 6.1. Share and Unit Option Committee

The Share and Unit Option Committee shall consist of two or more Directors, appointed by and holding office at the pleasure of the Board, none of whom shall be an Employee and each of whom is both a "non-employee director" as defined by Rule 16b-3 and an "outside director" for purposes of Section 162(m) of the Code. Appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may be filled by the Board.

Section 6.2. Duties and Powers of Committee

It shall be the duty of the Committee to conduct the general administration of this Plan in accordance with its provisions. The Committee shall have the power to interpret this Plan, the Option Agreements and to adopt such rules for the administration, interpretation and application of this Plan as are consistent therewith and to interpret, amend or revoke any such rules. Any such interpretations and rules with respect to Incentive Share Options shall be consistent with the provisions of Section 422 of the Code. Notwithstanding the foregoing, the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Options granted to Independent Directors. Any grant or award under this Plan need not be the same with respect to each Optionee. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under this Plan except with respect to matters which under Rule 16b-3 or Section 162(m) of the Code (as each may be applicable), or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Committee.

Section 6.3. Majority Rule

The Committee shall act by a majority of its members in attendance at a meeting where quorum is present or by a memorandum or other written instrument signed by all members of the Committee.

Section 6.4. Compensation; Professional Assistance; Good Faith Actions

Members of the Committee shall receive such compensation for their services as members as may be determined by the Board. All expenses and liabilities which members of the Committee incur in connection with the administration of this Plan shall be borne by the Company. The Committee may, with the approval of the Board, employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company and the Company's officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee or the Board in good faith shall be final and binding upon all Optionees, the Company and all other interested persons. No members of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to this Plan or any Option, and all members of the Committee and the Board shall be fully protected by the Company in respect of any such action, determination or interpretation.

ARTICLE VII.
MISCELLANEOUS PROVISIONS

Section 7.1. Not Transferable

(a) Options under this Plan may not be sold, pledged, assigned, or transferred in any manner other than by will or the laws of descent and distribution or, with the consent of the Committee, pursuant to a transfer to the spouse and/or lineal descendants of the Optionee and/or

to a trust, partnership or other entity the sole beneficiaries, partners or other members of which are such Optionee's spouse and/or lineal descendants, unless and until such Options have been exercised, or the shares underlying such Options have been issued, and all restrictions applicable to such shares have lapsed. No Option or interest or right therein shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

(b) During the lifetime of the Optionee, only he may exercise an Option (or any portion thereof) granted to him under the Plan, unless it has been disposed of pursuant to the foregoing paragraph. After the death of the Optionee (or transferee), any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Option Agreement or other agreement, be exercised by the personal representative of, or by any person empowered to do so under, the deceased Optionee's (or transferee's) will or under the then applicable laws of descent and distribution.

Section 7.2. Amendment, Suspension or Termination of this Plan

Except as otherwise provided in this Section 7.2, this Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. However, without approval of the Company's shareholders given within twelve months before or after the action by the Board or the Committee, no action of the Board or the Committee may, except as provided in Section 7.3, increase the limits imposed in
Section 2.1 on the maximum number of shares which may be issued under this Plan, and no action of the Board or the Committee may be taken that would otherwise require shareholder approval as a matter of applicable law, regulation or rule. The Award Limit may be increased by the Board or the Committee at any time and from time to time, and Options may be granted with respect to a number of shares not in excess of such increased Award Limit; provided, however, that no such increase of the Award Limit shall be effective unless and until such increase is approved by the Company's shareholders and if such approval is not obtained all Options granted with respect to a number of shares in excess of the Award Limit in effect prior to such increase shall be canceled and shall become null and void. No amendment, suspension or termination of this Plan shall, without the consent of the Optionee alter or impair any rights or obligations under any Options theretofore granted, unless the Option Agreement itself otherwise expressly so provides. No Option may be granted during any period of suspension or after termination of this Plan, and in no event may any Incentive Share Option be granted under this Plan after May 28, 2003.

Section 7.3. Changes in Common Shares or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events

(a) Subject to Section 7.3(d), in the event that the Committee (or the Board, in the case of Options granted to Independent Directors) determines that any dividend or other distribution (whether in the form of cash, Common Shares, other securities, or other property), recapitalization, reclassification, share split, reverse share split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company (including, but not limited to, a Change in Control), or exchange of Common Shares or other securities of the Company, issuance of warrants or other rights to purchase Common Shares or other securities of the Company, or other similar corporate transaction or event, in the Committee's sole discretion (or in the case of Options granted to Independent Directors, the Board's sole discretion), affects the Common Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an Option, then the Committee (or the Board, in the case of Options granted to Independent Directors) shall, in such manner as it may deem equitable, adjust any or all of

(i) the number and kind of Common Shares (or other securities or property) with respect to which Options may be granted (including, but not limited to, adjustments of the limitations in Section 2.1 on the maximum number and kind of shares which may be issued and adjustments of the Award Limit),

(ii) the number and kind of Common Shares (or other securities or property) subject to outstanding Options, and

(iii) the grant or exercise price with respect to any Option.

(b) Subject to Sections 7.3(b)(vi) or Section 7.3(d), in the event of any Change in Control or other transaction or event described in Section 7.3(a) or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations, or accounting principles, the Committee (or the Board, in the case of Options granted to Independent Directors) in its discretion is hereby authorized to take any one or more of the following actions whenever the Committee (or the Board, in the case of Options granted to Independent Directors) determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Option, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:

(i) In its sole discretion, and on such terms and conditions as it deems appropriate, the Committee (or the Board, in the case of Options granted to Independent Directors) may provide, either by the terms of the Option Agreement or by action taken prior to the occurrence of such transaction or event and either automatically or upon the request of the Optionee, for either the purchase of any such Option for an amount of cash equal to the amount that could have been attained upon the exercise of such Option had such Option been currently exercisable or payable or fully vested or the replacement of such Option with other rights or property selected by the Committee (or the Board, in the case of Options granted to Independent Directors) in its sole discretion;

(ii) In its sole discretion, the Committee (or the Board, in the case of Options granted to Independent Directors) may provide, either by the terms of such Option or by action taken prior to the occurrence of such transaction or event that it cannot be exercised after such event;

(iii) In its sole discretion, and on such terms and conditions as it deems appropriate, the Committee (or the Board, in the case of Options granted to Independent Directors) may provide, either by the terms of such Option or by action taken prior to the occurrence of such transaction or event, that for a specified period of time prior to such transaction or event, such Option shall be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in (i) Section 4.4 or (ii) the provisions of such Option;

(iv) In its sole discretion, and on such terms and conditions as it deems appropriate, the Committee (or the Board, in the case of Options granted to Independent Directors) may provide, either by the terms of such Option or by action taken prior to the occurrence of such transaction or event, that upon such event, such Option be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options covering the shares of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; and

(v) In its sole discretion, and on such terms and conditions as it deems appropriate, the Committee (or the Board, in the case of Options granted to Independent Directors) may make adjustments in the number and type of Common Shares (or other securities or

property) subject to outstanding Options and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Options and Options which may be granted in the future.

(vi) None of the foregoing discretionary actions taken under this
Section 7.3(b) shall be permitted with respect to Options granted under Section 3.3(b) to Independent Directors to the extent that such discretion would be inconsistent with the applicable exemptive conditions of Rule 16b-3. In the event of a Change in Control, each Option granted to an Independent Director shall be exercisable as to all shares covered thereby immediately prior to the consummation of such Change in Control and subject to such consummation, notwithstanding anything to the contrary in Section 4.4 or the vesting schedule of such Options.

(c) Subject to Section 7.3(d) and 7.6, the Committee (or the Board, in the case of Options granted to Independent Directors) may, in its discretion, include such further provisions and limitations in any Option agreement or certificate, as it may deem equitable and in the best interests of the Company.

(d) With respect to any Option granted to any Section 162(m) Participant that is intended to qualify as performance-based compensation under Section
162(m)(4)(C), no adjustment or action described in this Section 7.3 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause such Option to fail to so qualify under Section
162(m)(4)(C), or any successor provision thereto unless the Committee determines that such Option should no longer so qualify. Furthermore, no such adjustment or action shall be authorized to the extent such adjustment or action would result in short-swing profits liability under Section 16 or violate the exemptive conditions of Rule 16b-3 unless the Committee (or the Board, in the case of Options granted to Independent Directors) determines that the Option is not to comply with such exemptive conditions. The number of Common Shares subject to any Option shall always be rounded to the next whole number.

Section 7.4. Tax Withholding

The Company shall be entitled to require payment in cash or deduction from other compensation payable to each Optionee of any sums required by federal, state or local tax law to be withheld with respect to the issuance, vesting, exercise or payment of any Option. The Committee (or the Board, in the case of Options granted to Independent Directors) may in its discretion and in satisfaction of the foregoing requirement allow such Optionee to elect to have the Company withhold Common Shares otherwise issuable under such Option (or allow the return of Common Shares) having a Fair Market Value equal to the sums required to be withheld.

Section 7.5. Loans

The Committee may, in its discretion, extend one or more loans to Employees in connection with the exercise or receipt of an Option granted under this Plan. The terms and conditions of any such loan shall be set by the Committee.

Section 7.6. Limitations Applicable to Section 16 Persons and Performance- Based Compensation

Notwithstanding any other provision of this Plan, this Plan, and any Option granted to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan and Options granted hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. Furthermore, notwithstanding any other provision of this Plan, any Option which is granted to a Section 162(m) Participant and is intended to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code shall be subject to any additional limitations set forth in Section 162(m) of the Code (including any amendment to Section 162(m) of the Code) or any regulations or rulings issued thereunder that are requirements for qualification as performance-based compensation as described in Section 162(m)(4)(C) of the Code, and this Plan shall be deemed amended to the extent necessary to conform to such requirements.

Section 7.7. Effect of Plan Upon Options and Compensation Plans

The adoption of this Plan shall not affect any other compensation or incentive plans in effect for the Company or any Subsidiary. Nothing in this Plan shall be construed to limit the right of the Company (i) to establish any other forms of incentives or compensation for Employees or Directors of the Company or any Subsidiary or (ii) to grant or assume Options or other rights or awards otherwise than under this Plan in connection with any proper corporate purpose including but not by way of limitation, the grant or assumption of Options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, securities or assets of any corporation, partnership, limited liability company, firm or association.

Section 7.8. Compliance with Laws

This Plan, the granting and vesting of Options under this Plan and the issuance and delivery of Common Shares and the payment of money under this Plan or under Options granted hereunder are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith.

Any securities delivered under this Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan, or Options granted hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section 7.9. Titles

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Plan.

Section 7.10. Governing Law

This Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of North Carolina without regard to conflicts of laws thereof.

Exhibit 10.5
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into and made effective as of January 1, 1998 by and among Tanger Properties Limited Partnership a North Carolina limited partnership (the "Partnership"), Tanger Factory Outlet Centers, Inc. (the "Company"), a North Carolina corporation and Stanley K. Tanger (the "Executive").

RECITALS:

A. The Executive is the Chief Executive Officer of the Partnership, an officer of the Company and Chairman of the Board of Directors of the Company under the terms of an Amended and Restated Employment Agreement dated as of January 1, 1996 between the Executive, the Partnership and the Company (the "Existing Employment Contract"). The term of the Existing Employment Contract has been extended by its terms to end on December 31, 2000.

B. The Company, the Partnership and the Executive intend to modify and amend the Existing Employment Contract and to extend its term as provided herein.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the parties hereto agree as follows:

1. Certain Definitions.

(a) "Annual Base Salary" is defined in Section 7(a).

(b) "Annual Bonus" is defined in Section 7(d).

(c) "Benefits" is defined in Section 7(b)(iii).

(d) "Cause": For purposes of this Agreement, the Partnership or the Company shall have "Cause" to terminate the Executive's employment hereunder upon (i) the Executive causing material harm to the Company through a material act of dishonesty in the performance of his duties hereunder, (ii) his conviction of a felony involving moral turpitude, fraud or embezzlement, or
(iii) his willful failure to perform his material duties under this Agreement (other than a failure due to disability) after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if his failure to perform is not of a type requiring a single action to cure fully, that he may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion).

(e) "Change of Control" shall mean (A) the sale, lease, exchange or other transfer (other than pursuant to internal reorganization) by the Company or the Partnership of more than 50% of its assets to a single purchaser or to a group of associated purchasers; (B) a merger, consolidation

or similar transaction in which the Company or the Partnership does not survive as an independent, publicly owned corporation or the Company ceases to be the sole general partner of the Partnership; or (C) the acquisition of securities of the Company or the Partnership in one or a related series of transactions (other than pursuant to an internal reorganization) by a single purchaser or a group of associated purchasers (other than the Executive or any of his lineal descendants, lineal ancestors or siblings) which results in their ownership of twenty-five (25%) percent or more of the number of Common Shares of the Company (treating any Partnership Units or Preferred Shares acquired by such purchaser or purchasers as if they had been converted to Common Shares) that would be outstanding if all of the Partnership Units and Preferred Shares were converted into Common Shares; (E) a merger involving the Company if, immediately following the merger, the holders of the Company's shares immediately prior to the merger own less than fifty (50%) of the surviving company's outstanding shares having unlimited voting rights or less than fifty percent (50%) of the value of all of the surviving company's outstanding shares; or (F) a majority of the members of the Company's Board of Directors are replaced during any twelve month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.

(f) "Disability" shall mean the absence of the Executive from the Executive's duties to the Partnership and/or the Company on a full-time basis for a total of 16 consecutive weeks during any 12 month period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Partnership or the Company and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably).

(g) A "Contract Year" shall be a calendar year.

(h) "Funds From Operations" or "FFO", with respect to a Contract Year or a calendar quarter, shall be equal to the Company's consolidated Funds From Operations before the minority interest of the limited partners of the Partnership as reported in the Company's relevant filings with the Securities and Exchange Commission, or if not so reported, as determined by the Company's Board of Directors in good faith, after deduction of any Annual Bonus paid to the Executive or Stanley K. Tanger under similar provisions of his employment agreement for such period.

(i) "Funds From Operations Per Share" or "FFO Per Share" for any Contract Year or for any calendar quarter shall equal the amount of the Funds From Operations for such period, divided by the Weighted Average Number of Shares Outstanding for such period.

(j) "Good Reason": The Executive shall have Good Reason to terminate his employment upon the occurrence of any of the following events:

(1) any material adverse change in his job titles, duties, responsibilities, perquisites granted hereunder, or authority without his consent;

(2) if, after a Change of Control, either (i) the principal duties of the Executive are required to be performed at a location other than the Greensboro, North Carolina metropolitan area without his consent or (ii) the Executive no longer reports directly to the Board of Directors;

(3) the relocation of the Company and/or the Partnership headquarters outside of the Greensboro, North Carolina metropolitan area without his consent;

(4) a material breach of this Employment Agreement by the Partnership or Company, including without limitation, the failure to pay compensation or benefits when due hereunder if such failure is not cured within 30 days after delivery to the Company and the Partnership of the Executive's written demand for payment thereof;

(5) if the Executive elects to terminate his employment by written notice to the Company and the Partnership within the 180 day period following a Change of Control; or

(6) if the Executive is removed, or is not re-elected as a Director of the Company.

(k) Target FFO Per Share.

(1) The "Target FFO Per Share" or "Target" for any Contract Year beginning prior to December 31, 1996 shall be the average FFO Per Share for the calendar quarters beginning with the calendar quarter beginning on July 1, 1993 and ending with the last calendar quarter in the immediately preceding Contract Year multiplied by 4; provided however the Target FFO Per Share shall not be less than $1.5520.

(2) The "Target FFO Per Share" or "Target" for any Contract Year beginning after December 31, 1996 shall be the average FFO Per Share for the previous three Contract Years; provided however the Target FFO Per Share shall not be less than $1.5520.

(l) "Contract Term " is defined in Section 2(b).

(m) The "Weighted Average Number of Shares Outstanding" for a Contract Year or for a calendar quarter shall be the weighted average number of the Company's total shares of common stock outstanding during such period as determined by the Company's outside auditors pursuant to generally accepted accounting principles; provided that for the purposes of this calculation, the conversion features of the Company's preferred stock and the Partnership's units shall both be deemed exercised.

2. Employment.

(a) The Partnership and the Company shall continue to employ the Executive and the Executive shall remain in the employ of the Partnership and the Company during the Contract Term (as defined in this Section 2) in the positions set forth in Section 3 and upon the other terms and conditions herein provided, unless the Executive's employment is terminated earlier as provided in
Section 8 hereof.

(b) The initial Contract Term of this Amended and Restated Employment Agreement shall begin as of January 1, 1998 (the "Commencement Date") and shall end on December 31, 2000 (the "Initial Contract Term"). On January 1, 1999 and on the first day of January of each calendar year thereafter (an "Extension Date"), the Contract Term shall be automatically extended by one year unless (i) the Executive's employment has been earlier terminated as provided in
Section 8 or (ii) either the Partnership or the Company gives written notice to the Executive one hundred eighty (180) days prior to the Extension Date that the Contract Term shall not be automatically extended. For purposes of illustration, if the Executive's employment has not been terminated as provided in Section 8 and if neither the Company nor the Partnership has given written notice to the Executive at least 180 days prior to January 1, 1999 that the Contract Term will not be extended, on January 1, 1999, the Contract Term will be extended to and including December 31, 2001.

If the Contract Term is extended as provided herein, the Executive's employment may be terminated (other than upon expiration) only as provided in Section 8. References herein to the "Contract Term" shall refer to the Initial Contract Term as extended pursuant to this Section 2.

3. Position and Duties. The Executive shall serve in the following manner:

(a) During the Executive's employment hereunder, he shall serve as:

(1) an executive employee of the Partnership and shall have such duties, functions, responsibilities and authority as are consistent with the Executive's position,

(2) the Chief Executive Officer and Chairman of the Board of Directors of the Company and shall have such duties, functions, responsibilities and authority as are consistent with the Executive's position as the senior executive officer in charge of the general management, business and affairs of the Company (and the Partnership, through the Company's capacity as general partner of the Partnership), and

(3) if elected or appointed thereto, as a Director and Chairman of the Board of directors of the Company.

(b) The Executive shall serve as manager of the Factory Outlet Center in Commerce, Georgia and shall have such duties, functions, responsibilities and authority as are consistent with the Executive's position thereas and the Executive's activities as manager of such

property prior to the date of this Agreement. Notwithstanding any other provision of the Employment Agreement, the Executive's obligations under this subsection 3(b) shall not be terminated without the prior consent of New York Life Insurance Annuity Corporation ("New York Life") but, in any event, shall terminate on the later of (i) the payment of the Liabilities and (ii) the satisfaction of all the Partnership's obligations under the terms of the Loan Documents under the Guaranty of Payment and Performance by Stanley K. Tanger, dated May , 1993 (the "Guaranty"), pursuant to which, in consideration for certain consent by New York Life, Executive agrees to guarantee certain obligations of the Partnership.

If the Executive's employment is otherwise terminated under the Employment Agreement, the Partnership and the Company shall allow the Executive to continue his duties under this subsection 3(b) until they are terminated in accordance with this subsection 3(b) or until the death or Disability of the Executive, provided that no additional compensation shall be paid to the Executive.

For purposes of this subsection 3(b), the terms "Liabilities", "Property" and "Loan Documents" shall be defined as in the Guaranty.

The Executive's position, duties and responsibilities may not be changed and the Executive's Annual Base Salary may not be reduced during his employment hereunder.

4. Competition.

(a) The Executive shall be permanently prohibited from engaging in Competition (as defined in subsection 4(b) below) with the Partnership or the Company.

(b) The term "Competition" for purposes of this Agreement shall mean the engagement outside the Partnership and the Company

(1) in any material commercial real estate activities, with the exception of

(i) the development or ownership of properties (or replacement properties) which were owned collectively or individually by the Executive, by members of his family or by any entity in which any of them owned an interest or which was for the benefit of any of them prior to June 30, 1993 (including the three factory outlet centers in which the Executive is a 50% partner, the shopping center on West Market Street in Greensboro, North Carolina (such four properties defined herein as the "Excluded Properties") and the interests of the Tanger Family Limited Partnership),

(ii) the direct or indirect passive investment in commercial real estate, and

(iii) service on the board of directors of any publicly traded company, whether or not such company engages in Competition as defined in this subsection 4(b); provided however that,

(2) "Competition" shall include management, development or construction of any factory outlet centers or competing retail commercial property or any other active or passive investment in property connected with a factory outlet center or a competing retail commercial property, with the exception of

(i) the activities permitted in subparagraph 4(b)(i)(A) with respect to the Excluded Properties,

(ii) the ownership of up to 1% of any class of securities of any publicly traded company, and

(iii) the employment under this Agreement.

(c) The Executive covenants that a breach of subsection 4 (a) above would immediately and irreparably harm the Partnership and the Company and that a remedy at law would be inadequate to compensate the Partnership and the Company for their losses by reason of such breach and therefore that the Partnership and/or the Company shall, in addition to any other rights and remedies available under this Agreement, at law or otherwise, be entitled to an injunction to be issued by any court of competent jurisdiction enjoining and restraining the Executive from committing any violation of subsection 4(a) above, and the Executive hereby consents to the issuance of such injunction.

5. Registration Rights. The Executive shall have registration rights pursuant to the Registration Rights Agreement attached hereto as Exhibit A.

6. Place of Performance. During his employment hereunder, the Executive shall be based at the Partnership's principal executive offices and the Company's principal executive offices located in Greensboro, North Carolina.

7. Compensation and Related Matters. During the Executive's employment hereunder, the Executive shall be paid the compensation and shall be provided with the benefits described below:

(a) Annual Base Salary. The Executive's annual base compensation ("Annual Base Salary") payable with respect to the Contract Year ending December 31, 1998 shall be $330,000. The amount of Annual Base Salary payable to the Executive with respect to each Contract Year thereafter shall be an amount negotiated between and agreed upon by the Executive and the Board of Directors of the Company (in its capacity as general partner and in its own behalf) but in no event less than the Executive's Annual Base Salary for the prior Contract Year increased by the Consumer Price Index adjustment described in the following paragraph.

If the FFO Per Share for the Contract Year ending December 31, 1998 or for any succeeding Contract Year equals or exceeds the Target for that Contract Year, the Executive's Annual Base Salary for the next Contract Year shall be increased to reflect any increase in the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average for All Items as determined by the United States Department of Labor, Bureau of Labor Statistics using 1982-84=100 as the standard reference base or, if there be no such Consumer Price Index, then by the successor or the most nearly comparable successor index thereto (appropriately adjusted to the 1982-84=100 standard reference base). For the purpose of determining such increased Annual Base Salary for a Contract Year, the Basic Index Figure ("BIF") shall be such Consumer Price Index for the month of October in the second preceding Contract Year. The Current Index Figure ("CIF") shall be the corresponding Consumer Price Index for the month of October in the immediately preceding Contract Year. The Annual Base Salary payable for a Contract Year beginning after December 31, 1998 shall be no less than an amount arrived at by multiplying the Annual Base Salary for the preceding Contract Year by a fraction, of which the numerator shall be the Current Index Figure ("CIF") and the denominator shall be the Basic Index Figure ("BIF"):

(b) Benefits. The Executive shall be entitled to

(1) receive stock options (incentive or nonqualified) under the Company's Stock Option Plan and the Partnership's Unit Option Plan;

(2) participate in the Partnership's 401(k) Savings Plan, and

(3) participate in or receive benefits under any employee benefit plan or other arrangement made available by the Partnership or the Company to any of its employees (collectively "Benefits"),on terms at least as favorable as those on which any other employee of the Partnership or the Company shall participate; provided, however, that the Executive shall be entitled to four weeks of paid vacation during each Contract Year, exclusive of Partnership holidays.

Without the Executive's prior written consent, the Company and/or the Partnership will not terminate or reduce any benefits paid to the Executive under this Section 7(b) unless the Executive is furnished with a benefit that is substantially equivalent.

(c) Automobile. In addition to the other compensation and benefits described in this Section 7, the Executive shall be entitled to receive a monthly automobile allowance of $800, payable at the same times Base Salary is payable hereunder. The Executive may apply such allowance in any manner, and shall be entitled to retain any portion of such allowance not applied towards his automobile expense. The Executive shall be responsible for all automobile costs and expenses in excess of the allowance provided hereunder.

(d) Annual Bonus. As additional compensation for services rendered, for each Contract Year in which the FFO Per Share shall equal or exceed the Target, the Executive shall receive an annual bonus ("Annual Bonus) equal to the sum of (A) $100,000 and (B) the product of (x) the Executive's Annual Base Salary for such Contract Year and (y) a fraction (which shall not exceed 1.0) the numerator of which shall be the percentage by which the FFO Per Share shall exceed the Target for such Contract Year, and the denominator of which shall be ten percent (10%).

Each Annual Bonus shall be paid no later than 30 days after the information sufficient to calculate it has been delivered to the Company and the Partnership by the Company's outside auditors, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to the Executive Deferred Compensation Plan.

(e) Expenses. The Partnership and the Company shall promptly reimburse the Executive for all reasonable travel and other business expenses incurred by the Executive in the performance of his duties to the Partnership and the Company, respectively, hereunder.

(f) Payment of Compensation. For each Contract Year or portion thereof covered by this Agreement, the Company shall be liable for the percentage described below (the "Company Percentage") of the cost of the Executive's Annual Base Salary, and for any options granted to the Executive pursuant to the Company's Stock Option Plan, and the Partnership shall be liable for the remainder of the cost of the Executive's total compensation (including options granted to the Executive pursuant to the Partnership's Unit Option Plan).

The Company Percentage for each Contract Year shall be determined by the Board of Directors of the Company (in its capacity as general partner and in its own behalf), excluding the Executive, as the reasonable allocation of the benefits for the Executive's services.

8. Termination. The Executive's employment hereunder may be terminated prior to the end of the Contract Term by the Partnership, the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances:

(a) Death. The Executive's employment hereunder shall terminate upon his death.

(b) Disability. If the Disability of the Executive has occurred during the Contract Term, the Partnership or the Company, respectively, may give the Executive written notice in accordance with Section 15(c) of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Partnership and the Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that within the 30 days after such receipt, the Executive shall not have returned to full-time performance of his duties.

(c) Cause. The Partnership or the Company may terminate the Executive's employment hereunder for Cause.

(d) Good Reason. The Executive may terminate his employment for Good Reason.

(e) Without Cause. The Partnership or the Company may terminate the Executive's employment hereunder without Cause upon 30 days notice.

(f) Resignation without Good Reason. The Executive may resign his employment without Good Reason upon 90 days written notice to the Partnership and the Company.

(g) Notice of Termination. Any termination of the Executive's employment hereunder by the Partnership, the Company or the Executive (other than by reason of the Executive's death) shall be communicated by a notice of termination to the other parties hereto. For purposes of this Agreement, a "notice of termination" shall mean a written notice which (i) indicates the specific termination provision in the Agreement relied upon, (ii) sets forth in reasonable detail any facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision indicated and
(iii) specifies the effective date of the termination.

9. Severance Benefits.

(a) Termination without Cause or for Good Reason: If the Executive's employment shall be terminated (i) by the Company or the Partnership other than for Cause (as defined above) or (ii) by the Executive for Good Reason (as defined above), the Partnership and the Company shall pay a lump sum cash payment (the "Severance Payment") to the Executive within thirty (30) days after such termination of the Executive's employment in an amount equal to 300% of the sum of (A) his Annual Base Salary, (B) his Deemed Annual Bonus for the Contract Year in which the termination occurs and (C) his annual automobile allowance under Section 7(c) hereof. In addition, the Partnership and the Company shall continue to provide all Benefits to the Executive under this Agreement for each Contract Year through the end of the Contract Term. For these purposes, the Executive's Deemed Annual Bonus for any Contract Year shall be the greater of
(i) the Executive's Average Annual Bonus for that Contract Year and (ii) Executive's Annual Bonus for the prior Contract Year. The Executive's Average Annual Bonus for a Contract Year shall be an amount equal to the sum of all Annual Bonuses earned by the Executive for the Contract Years immediately preceding the Contract Year for which the calculation is being made (not exceeding three (3) Contract Years) divided by the number of such Annual Bonuses.

(b) Termination by Death or Disability. Upon the termination of the Executive's employment by reason of his death or Disability, the Company shall pay to the Executive or to the personal representatives of his estate (i) within thirty (30) days after the termination, a lump-sum amount equal to the amount of Annual Base Salary that would have been due through the end of the Contract Term assuming no early termination had occurred and assuming no increases or decreases in Annual Base Salary and (ii) on or before the day on which the Executive's Annual Bonus for the

Contract Year in which the termination occurs would have been payable if the termination had not occurred, an amount equal to the Annual Bonus the Executive would have received for that Contract Year if the termination had not occurred multiplied by a fraction the numerator of which is the number of days in that Contract Year before the date of termination and the denominator of which is
365. This subsection 9(b) shall not limit the entitlement of the Executive, his estate or beneficiaries to any disability or other benefits then available to the Executive under any life, disability insurance or other benefit plan or policy which is maintained by the Partnership or the Company for the Executive's benefit.

(c) Termination for Cause or Without Good Reason. If the Executive's employment is terminated by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to all Annual Base Salary and all Benefits accrued through the date of termination and to any accrued but unpaid Annual Bonus for a Contract Year prior to the Contract Year in which the Executive's employment was terminated.

(d) Assignment of Life Insurance. Upon any termination of the Executive's employment hereunder, the Partnership and the Company shall, at Executive's option (exercisable at any time during the period commencing upon the termination of his employment and ending 90 days thereafter), transfer the life insurance policy described in such Section 11(b) to Executive, for no consideration. In addition, notwithstanding any provision of the Partnership's Executive Deferred Compensation Plan to the contrary, all amounts in the Executive's account under such Plan (if there is such a Plan) shall be immediately payable to him.

(e) Survival. Neither the termination of the Executive's employment hereunder nor the expiration of the Contract Term shall impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such termination or expiration.

(f) Mitigation of Damages. In the event of any termination of the Executive's employment by the Partnership or the Company, the Executive shall not be required to seek other employment to mitigate damages, and any income earned by the Executive from other employment or self-employment shall not be offset against any obligations of the Partnership or the Company to the Executive under this Agreement.

10. Limitation on Severance Benefits.

(a) Notwithstanding any other provision of this Agreement, and except as provided in paragraph 10(b) below, payments and benefits to which Executive would otherwise be entitled under the provisions of this Agreement will be reduced (or the Executive shall make reimbursement of amounts previously paid) to the extent necessary to prevent the Executive from having any liability for the federal excise tax levied on certain "excess parachute payments" under section 4999 of the Internal Revenue Code as it exists as of the date of this Agreement.

(b) The Executive may determine the amount (if any) of reduction for each payment or benefit that he would otherwise be entitled to receive. The extent to which the payments or benefits to the Executive are to be reduced pursuant to paragraph 10(a) will be determined by the accounting firm servicing the Company on the date that the Executive's employment is terminated. The Company shall pay the cost of such determination.

(c) If the final determination of any reduction in any benefit or payment pursuant to this Section has not been made at the time that the Executive is entitled to receive such benefit or payment, the Company shall pay or provide an estimated amount based on a recommendation by the accounting firm making the determination under subparagraph 10(b). When the final determination is made, the Company shall pay the Executive any additional amounts that may be due or the Executive shall reimburse the Company for any estimated amounts paid to the Executive that were in excess of the amount payable hereunder.

11. Insurance.

(a) Officers and Directors Fiduciary Liability Insurance: During the Executive's employment hereunder, the Company shall maintain, at its expense, officers and directors fiduciary liability insurance that would cover the Executive in an amount of no less than $3 million per year.

(b) Term Life Insurance or Other Employee Benefit: During the Executive's employment hereunder, the Company shall maintain in force a term life insurance policy on the Executive or shall provide Executive with another employee benefit selected by the Executive at an annual cost to the Company of no more than $17,150. If the Executive's employment is terminated prior to the expiration of the Contract Term (other than by reason of the Executive's death, a termination by the Company for Cause or a termination by the Executive without Good Reason), the Company shall pay, prior to the expiration of the ninety (90) period described in the preceding sentence, either to the Executive or, on behalf of the Executive, to the issuer(s) of such life insurance policy(ies) (if any), an amount sufficient to pay the premiums to maintain such policy(ies) in force for the remainder of the Contract Term but in no event more than $17,150 each Contract Year.

The Company shall be liable for the Company Percentage (as described in Section 7(f)) of the annual premium for any such term life insurance policy and the Partnership shall be liable for the remainder of such premium. The beneficiary of any such insurance shall be designated, from time to time, by the Executive in his sole and absolute discretion.

12. Disputes and Indemnification.

(a) Any dispute or controversy arising under, out of, in connection with or in relation to this Agreement shall, at the election and upon written demand of any party to this Agreement, be finally determined and settled by arbitration in the City of Greensboro, North Carolina in accordance with the rules and procedures of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof.

(b) The Partnership and/or the Company shall promptly pay pursuant to Section 7(e) as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Partnership, the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement.

(c) The Company and the Partnership agree that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company or the Partnership or is or was serving at the request of the Company or the Partnership as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive's alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Executive shall be indemnified and held harmless by the Company and the Partnership to the fullest extent legally permitted, against all cost, expense, liability and loss (including, without limitation, attorney's fees, judgements, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee or agent of the Company or the Partnership or other entity and shall inure to the benefit of Executive's heirs, executors and administrators. The Company and/or the Partnership shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by them of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance, without interest, if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.

13. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the Partnership, the Company, the Executive and their respective successors, assigns, personal and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.

14. Governing Law. This Agreement is being made and executed in and is intended to be performed in the State of North Carolina, and shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of North Carolina without any reference to principles of conflicts or choice of law under which the law of any other jurisdiction would apply.

15. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

16. Notices. Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, as follows:

(a) If to the Partnership, to:

Ms. Rochelle Simpson Tanger Properties Limited Partnership P.O. Box 29168
1400 West Northwood Street Greensboro, NC 27408

(b) If to the Company, to:

Ms. Rochelle Simpson Tanger Factory Outlets Centers, Inc. P.O. Box 29168
1400 West Northwood Street Greensboro, NC 27408

(c) If to the Executive, to:

Mr. Stanley K. Tanger P.O. Box 29168
1400 West Northwood Street Greensboro, NC 27408

or at any other address as any party shall have specified by notice in writing to the other parties.

17. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

18. Entire Agreement. The terms of this Agreement are intended by the parties to be the final expression of their agreement with respect to the employment of the Executive by the Partnership and the Company and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

19. Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive, a member of the Partnership and

a disinterested director of the Company. By an instrument in writing similarly executed, the Executive or the Company and the Partnership may waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform, provided, however, that such waiver shall not operate as a waiver of , or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise of any other right , remedy, or power provided herein or by law or in equity.

20. No Effect on Other Contractual Rights. Notwithstanding Section 8, the provisions of this Agreement, and any other payment provided for hereunder, shall not reduce any amounts otherwise payable to the Executive under any other agreement between the Executive and the Partnership and the Company, or in any way diminish the Executive's rights under any employee benefit plan, program or arrangement of the Partnership or the Company to which he may be entitled as an employee of the Partnership or the Company.

21. No Inconsistent Actions. The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

22. Legal Fees. The Company and/or the Partnership agree to pay all legal fees and expenses incurred by the Executive in negotiating this Agreement promptly upon receipt of appropriate statements therefor.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

EXECUTIVE

TANGER FACTORY OUTLET CENTERS, INC.,
a North Carolina corporation

TANGER PROPERTIES LIMITED PARTNERSHIP
By: Tanger Factory Outlet Centers, Inc.
its general partner

The Partnership and the Company hereby jointly and severally guarantee to the Executive the prompt payment in full of the compensation owed hereunder by the other.

TANGER PROPERTIES LIMITED PARTNERSHIP
By: Tanger Factory Outlet Centers, Inc.,
its general partner

TANGER FACTORY OUTLET CENTERS, INC.,
a North Carolina corporation

Exhibit 10.6
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into and made effective as of January 1, 1998 by and among Tanger Properties Limited Partnership, a North Carolina limited partnership (the "Partnership"), Tanger Factory Outlet Centers, Inc. (the "Company"), a North Carolina corporation and Steven B. Tanger (the "Executive").

RECITALS:

A. The Executive is the Chief Operating Officer of the Partnership and an officer and director of the Company under the terms of an Amended and Restated Employment Agreement dated as of January 1, 1996 between the Executive, the Partnership and the Company (the "Existing Employment Contract"). The term of the Existing Employment Contract has been extended by its terms to end on December 31, 2000.

B. The Company, the Partnership and the Executive intend modify and amend the Existing Employment Contract and to extend its term as provided herein.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the parties hereto agree as follows:

1. Certain Definitions.

(a) "Annual Base Salary" is defined in Section 7(a).

(b) "Annual Bonus" is defined in Section 7(d).

(c) "Benefits" is defined in Section 7(b)(iii).

(d) "Cause": For purposes of this Agreement, the Partnership or the Company shall have "Cause" to terminate the Executive's employment hereunder upon (i) the Executive causing material harm to the Company through a material act of dishonesty in the performance of his duties hereunder, (ii) his conviction of a felony involving moral turpitude, fraud or embezzlement, or
(iii) his willful failure to perform his material duties under this Agreement (other than a failure due to disability) after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if his failure to perform is not of a type requiring a single action to cure fully, that he may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion).

(e) "Change of Control" shall mean (A) the sale, lease, exchange or other transfer (other than pursuant to internal reorganization) by the Company or the Partnership of more than 50% of its assets to a single purchaser or to a group of associated purchasers; (B) a merger, consolidation or similar transaction in which the Company or the Partnership does not

survive as an independent, publicly owned corporation or the Company ceases to be the sole general partner of the Partnership; or (C) the acquisition of securities of the Company or the Partnership in one or a related series of transactions (other than pursuant to an internal reorganization) by a single purchaser or a group of associated purchasers (other than the Executive or any of his lineal descendants, lineal ancestors or siblings) which results in their ownership of twenty-five (25%) percent or more of the number of Common Shares of the Company (treating any Partnership Units or Preferred Shares acquired by such purchaser or purchasers as if they had been converted to Common Shares) that would be outstanding if all of the Partnership Units and Preferred Shares were converted into Common Shares; (E) a merger involving the Company if, immediately following the merger, the holders of the Company's shares immediately prior to the merger own less than fifty (50%) of the surviving company's outstanding shares having unlimited voting rights or less than fifty percent (50%) of the value of all of the surviving company's outstanding shares; or (F) a majority of the members of the Company's Board of Directors are replaced during any twelve month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.

(f) "Disability" shall mean the absence of the Executive from the Executive's duties to the Partnership and/or the Company on a full-time basis for a total of 16 consecutive weeks during any 12 month period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Partnership or the Company and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably).

(g) A "Contract Year" shall be a calendar year.

(h) "Funds From Operations" or "FFO", with respect to a Contract Year or a calendar quarter, shall be equal to the Company's consolidated Funds From Operations before the minority interest of the limited partners of the Partnership as reported in the Company's relevant filings with the Securities and Exchange Commission, or if not so reported, as determined by the Company's Board of Directors in good faith, after deduction of any Annual Bonus paid to the Executive or Stanley K. Tanger under similar provisions of his employment agreement for such period.

(i) "Funds From Operations Per Share" or "FFO Per Share" for any Contract Year or for any calendar quarter shall equal the amount of the Funds From Operations for such period, divided by the Weighted Average Number of Shares Outstanding for such period.

(j) "Good Reason": The Executive shall have Good Reason to terminate his employment upon the occurrence of any of the following events:

(1) any material adverse change in his job titles, duties, responsibilities, perquisites granted hereunder, or authority without his consent;

(2) if, after a Change of Control, either (i) the principal duties of the Executive are required to be performed at a location other than New York, New York without his consent or (ii) the Executive no longer reports directly to the Board of Directors;

(3) a material breach of this Employment Agreement by the Partnership or Company, including without limitation, the failure to pay compensation or benefits when due hereunder if such failure is not cured within 30 days after delivery to the Company and the Partnership of the Executive's written demand for payment thereof;

(4) if the Executive elects to terminate his employment by written notice to the Company and the Partnership within the 180 day period following a Change of Control; or

(5) if the Executive is removed, or is not re-elected as a Director of the Company.

(k) Target FFO Per Share.

(1) The "Target FFO Per Share" or "Target" for any Contract Year beginning prior to December 31, 1996 shall be the average FFO Per Share for the calendar quarters beginning with the calendar quarter beginning on July 1, 1993 and ending with the last calendar quarter in the immediately preceding Contract Year multiplied by 4; provided however the Target FFO Per Share shall not be less than $1.5520.

(2) The "Target FFO Per Share" or "Target" for any Contract Year beginning after December 31, 1996 shall be the average FFO Per Share for the previous three Contract Years; provided however the Target FFO Per Share shall not be less than $1.5520.

(l) "Contract Term" is defined in Section 2(b).

(m) The "Weighted Average Number of Shares Outstanding" for a Contract Year or for a calendar quarter shall be the weighted average number of the Company's total shares of common stock outstanding during such period as determined by the Company's outside auditors pursuant to generally accepted accounting principles; provided that for the purposes of this calculation, the conversion features of the Company's preferred stock and the Partnership's units shall both be deemed exercised.

2. Employment.

(a) The Partnership and the Company shall continue to employ the Executive and the Executive shall remain in the employ of the Partnership and the Company during the

Contract Term (as defined in this Section 2) in the positions set forth in
Section 3 and upon the other terms and conditions herein provided, unless the Executive's employment is terminated earlier as provided in Section 8 hereof.

(b) The initial Contract Term of this Amended and Restated Employment Agreement shall begin as of January 1, 1998 (the "Commencement Date") and shall end on December 31, 2000 (the "Initial Contract Term"). On January 1, 1999 and on the first day of January of each calendar year thereafter (an "Extension Date"), the Contract Term shall be automatically extended by one year unless (i) the Executive's employment has been earlier terminated as provided in
Section 8 or (ii) either the Partnership or the Company gives written notice to the Executive one hundred eighty (180) days prior to the Extension Date that the Contract Term shall not be automatically extended. For purposes of illustration, if the Executive's employment has not been terminated as provided in Section 8 and if neither the Company nor the Partnership has given written notice to the Executive at least 180 days prior to January 1, 1999 that the Contract Term will not be extended, on January 1, 1999, the Contract Term will be extended to and including December 31, 2001.

If the Contract Term is extended as provided herein, the Executive's employment may be terminated (other than upon expiration) only as provided in Section 8. References herein to the "Contract Term" shall refer to the Initial Contract Term as extended pursuant to this Section 2.

3. Position and Duties. During the Executive's employment hereunder, he shall serve as:

(a) an executive employee of the Partnership and shall have such duties, functions, responsibilities and authority as are consistent with the Executive's position,

(b) the President and Chief Operating Officer of the Company and shall have such duties, functions, responsibilities and authority as are consistent with the Executive's position as an executive officer with respect to the general management, business and affairs of the Company (and the Partnership, through the Company's capacity as general partner of the Partnership), and

(c) if elected or appointed thereto, as a Director of the Company.

The Executive's position, duties and responsibilities may not be changed and the Executive's Annual Base Salary may not be reduced during the his employment hereunder.

4. Competition.

(a) Subject to the limitations and conditions in Section 4(e) hereof, the Executive shall be prohibited from engaging in Competition (as defined in subsection 4(b) below) with the Partnership or the Company during the following described periods: (i) during the period beginning on the date hereof and extending through the date on which the Executive's employment hereunder is terminated; (ii) if the Executive's employment is terminated by the

Company for Cause or by the Executive without Good Reason, from the date of such termination through the date of the first anniversary of such termination date and (iii) if the Executive receives the Severance Payment described in Section 9(a) because of a termination of his employment by the Company without Cause or by the Executive for Good Reason, from the date of such termination through the date of the third anniversary of such termination date.

(b) During the period prior to the termination of the Executive's employment hereunder, the term "Competition" for purposes of this Agreement shall mean the Executive's management, development or construction of any factory outlet centers or competing retail commercial property outside the Partnership and the Company or any other active or passive investment in property connected with a factory outlet center or a competing retail commercial property outside the Partnership and Company, with the exception of

(1) the development or ownership of properties (or replacement properties) which were owned collectively or individually by the Executive, by members of his family or by any entity in which any of them owned an interest or which was for the benefit of any of them prior to June 30, 1993 (including the three factory outlet centers in which Stanley K. Tanger is a 50% partner, the shopping center on West Market Street in Greensboro, North Carolina (such four properties defined herein as the "Excluded Properties") and the interests of the Tanger Family Limited Partnership),

(2) the ownership of up to 1% of any class of securities of any publicly traded company, and

(3) service on the board of directors of any publicly traded company, whether or not such company engages in Competition as defined in this subsection 4(b).

Provided however, for any period following the termination of the Executive's employment, the Executive shall be considered as engaging in "Competition" prohibited by this Section only if the Executive engages in the prohibited activities with respect to a property that is within a fifty (50) mile radius of the site of any commercial property owned, leased or operated by the Company and/or the Partnership on the date the Executive's employment terminated or with respect to a property that is within a fifty (50) mile radius of any commercial property which the Company and/or Partnership actively negotiated to acquire, lease or operate within the six (6) month period ending on the date of the termination of the Executive's employment.

(c) The Executive covenants that a breach of subsection 4(a) above would immediately and irreparably harm the Partnership and the Company and that a remedy at law would be inadequate to compensate the Partnership and the Company for their losses by reason of such breach and therefore that the Partnership and/or the Company shall, in addition to any other rights and remedies available under this Agreement, at law or otherwise, be entitled to an injunction to be issued by any court of competent jurisdiction enjoining and restraining the Executive from committing any violation of subsection 4(a) above, and the Executive hereby consents to the issuance of such injunction.

5. Registration Rights. The Executive shall have registration rights pursuant to the Registration Rights Agreement attached hereto as Exhibit A.

6. Place of Performance. During his employment hereunder, the Executive shall be based at the Partnership's principal executive offices and the Company's principal executive offices located in Greensboro, North Carolina or New York City, at the Executive's choice.

7. Compensation and Related Matters. During the Executive's employment hereunder, the Executive shall be paid the compensation and shall be provided with the benefits described below:

(a) Annual Base Salary. The Executive's annual base compensation ("Annual Base Salary") payable with respect to the Contract Year ending December 31, 1998 shall be $275,000. The amount of Annual Base Salary payable to the Executive with respect to each Contract Year thereafter shall be an amount negotiated between and agreed upon by the Executive and the Board of Directors of the Company (in its capacity as general partner and in its own behalf) but in no event less than the Executive's Annual Base Salary for the prior Contract Year increased by the Consumer Price Index adjustment described in the following paragraph.

If the FFO Per Share for the Contract Year ending December 31, 1998 or for any succeeding Contract Year equals or exceeds the Target for that Contract Year, the Executive's Annual Base Salary for the next Contract Year shall be increased to reflect any increase in the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average for All Items as determined by the United States Department of Labor, Bureau of Labor Statistics using 1982-84=100 as the standard reference base or, if there be no such Consumer Price Index, then by the successor or the most nearly comparable successor index thereto (appropriately adjusted to the 1982-84=100 standard reference base). For the purpose of determining such increased Annual Base Salary for a Contract Year, the Basic Index Figure ("BIF") shall be such Consumer Price Index for the month of October in the second preceding Contract Year. The Current Index Figure ("CIF") shall be the corresponding Consumer Price Index for the month of October in the immediately preceding Contract Year. The Annual Base Salary payable for a Contract Year beginning after December 31, 1998 shall be no less than an amount arrived at by multiplying the Annual Base Salary for the preceding Contract Year by a fraction, of which the numerator shall be the Current Index Figure ("CIF") and the denominator shall be the Basic Index Figure ("BIF"):

ABS for preceding Contract Year  X CIF = ABS for the Contract Year
                                   ---
                                   BIF

(b) Benefits. The Executive shall be entitled to

(1) receive stock options (incentive or nonqualified) under the Company's Stock Option Plan and the Partnership's Unit Option Plan;

(2) participate in the Partnership's 401(k) Savings Plan, and

(3) participate in or receive benefits under any employee benefit plan or other arrangement made available by the Partnership or the Company to any of its employees (collectively "Benefits"),on terms at least as favorable as those on which any other employee of the Partnership or the Company shall participate; provided, however, that the Executive shall be entitled to four weeks of paid vacation during each Contract Year, exclusive of Partnership holidays.

Without the Executive's prior written consent, the Company and/or the Partnership will not terminate or reduce any benefits paid to the Executive under this Section 7(b) unless the Executive is furnished with a benefit that is substantially equivalent.

(c) Automobile. In addition to the other compensation and benefits described in this Section 7, the Executive shall be entitled to receive a fixed monthly automobile allowance of $800, payable at the same times that Base Salary is payable hereunder. The allowance shall be in lieu of reimbursement by the Company of any expense incurred by Executive to purchase or lease a vehicle that will be available for use by the Executive on Company business. The Executive shall not be required to provide the Company with supporting documentation to substantiate any such expenses and the allowance shall be payable whether or not the Executive actually incurs such automobile expenses in the amount of the allowance. The Executive shall be responsible for the expenses of leasing or purchasing an automobile which are in excess of the allowance provided hereunder.

(d) Annual Bonus. As additional compensation for services rendered, for each Contract Year in which the FFO Per Share shall equal or exceed the Target, the Executive shall receive an annual bonus ("Annual Bonus) equal to the sum of (A) $100,000 and (B) the product of (x) the Executive's Annual Base Salary for such Contract Year and (y) a fraction (which shall not exceed 1.0) the numerator of which shall be the percentage by which the FFO Per Share shall exceed the Target for such Contract Year, and the denominator of which shall be ten percent (10%).

Each Annual Bonus shall be paid no later than 30 days after the information sufficient to calculate it has been delivered to the Company and the Partnership by the Company's outside auditors, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to the Executive Deferred Compensation Plan.

(e) Expenses. The Partnership and the Company shall promptly reimburse the Executive for all reasonable travel and other business expenses incurred by the Executive in the performance of his duties to the Partnership and the Company, respectively hereunder.

(f) Payment of Compensation. For each Contract Year or portion thereof covered by this Agreement, the Company shall be liable for the percentage described below (the

"Company Percentage") of the cost of the Executive's Annual Base Salary, and for any options granted to the Executive pursuant to the Company's Stock Option Plan, and the Partnership shall be liable for the remainder of the cost of the Executive's total compensation (including options granted to the Executive pursuant to the Partnership's Unit Option Plan).

The Company Percentage for each Contract Year shall be determined by the Board of Directors of the Company (in its capacity as general partner and in its own behalf), excluding the Executive, as the reasonable allocation of the benefits for the Executive's services.

8. Termination. The Executive's employment hereunder may be terminated prior to the end of the Contract Term by the Partnership, the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances:

(a) Death. The Executive's employment hereunder shall terminate upon his death.

(b) Disability. If the Disability of the Executive has occurred during the Contract Term, the Partnership or the Company, respectively, may give the Executive written notice in accordance with Section 15(c) of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Partnership and the Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that within the 30 days after such receipt, the Executive shall not have returned to full-time performance of his duties.

(c) Cause. The Partnership or the Company may terminate the Executive's employment hereunder for Cause.

(d) Good Reason. The Executive may terminate his employment for Good Reason.

(e) Without Cause. The Partnership or the Company may terminate the Executive's employment hereunder without Cause upon 30 days notice.

(f) Resignation without Good Reason. The Executive may resign his employment without Good Reason upon 90 days written notice to the Partnership and the Company.

(g) Notice of Termination. Any termination of the Executive's employment hereunder by the Partnership, the Company or the Executive (other than by reason of the Executive's death) shall be communicated by a notice of termination to the other parties hereto. For purposes of this Agreement, a "notice of termination" shall mean a written notice which (i) indicates the specific termination provision in the Agreement relied upon, (ii) sets forth in reasonable detail any facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision indicated and
(iii) specifies the effective date of the

termination.

9. Severance Benefits.

(a) Termination without Cause or for Good Reason: If the Executive's employment shall be terminated (i) by the Company or the Partnership other than for Cause (as defined above) or (ii) by the Executive for Good Reason (as defined above), the Partnership and the Company shall pay a lump sum cash payment (the "Severance Payment") to the Executive within thirty (30) days after such termination of the Executive's employment in an amount equal to 300% of the sum of (A) his Annual Base Salary, (B) his Deemed Annual Bonus for the Contract Year in which the termination occurs and (C) his annual automobile allowance under Section 7(c) hereof. In addition, the Partnership and the Company shall continue to provide all Benefits to the Executive under this Agreement for each Contract Year through the end of the Contract Term. For these purposes, the Executive's Deemed Annual Bonus for any Contract Year shall be the greater of
(i) the Executive's Average Annual Bonus for that Contract Year and (ii) Executive's Annual Bonus for the prior Contract Year. The Executive's Average Annual Bonus for a Contract Year shall be an amount equal to the sum of all Annual Bonuses earned by the Executive for the Contract Years immediately preceding the Contract Year for which the calculation is being made (not exceeding three (3) Contract Years) divided by the number of such Annual Bonuses.

(b) Termination by Death or Disability. Upon the termination of the Executive's employment by reason of his death or Disability, the Company shall pay to the Executive or to the personal representatives of his estate (i) within thirty (30) days after the termination, a lump-sum amount equal to the amount of Annual Base Salary that would have been due through the end of the Contract Term assuming no early termination had occurred and assuming no increases or decreases in Annual Base Salary and (ii) on or before the day on which the Executive's Annual Bonus for the Contract Year in which the termination occurs would have been payable if the termination had not occurred, an amount equal to the Annual Bonus the Executive would have received for that Contract Year if the termination had not occurred multiplied by a fraction the numerator of which is the number of days in that Contract Year before the date of termination and the denominator of which is 365. This subsection 9(b) shall not limit the entitlement of the Executive, his estate or beneficiaries to any disability or other benefits then available to the Executive under any life, disability insurance or other benefit plan or policy which is maintained by the Partnership or the Company for the Executive's benefit.

(c) Termination for Cause or Without Good Reason. If the Executive's employment is terminated by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to all Annual Base Salary and all Benefits accrued through the date of termination and to any accrued but unpaid Annual Bonus for a Contract Year prior to the Contract Year in which the Executive's employment was terminated.

(d) Assignment of Life Insurance. Upon any termination of the Executive's employment hereunder, the Partnership and the Company shall, at Executive's option

(exercisable at any time during the period commencing upon the termination of his employment and ending 90 days thereafter), transfer the life insurance policy described in such Section 11(b) to Executive, for no consideration. In addition, notwithstanding any provision of the Partnership's Executive Deferred Compensation Plan to the contrary, all amounts in the Executive's account under such Plan (if there is such a Plan) shall be immediately payable to him.

(e) Survival. Neither the termination of the Executive's employment hereunder nor the expiration of the Contract Term shall impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such termination or expiration.

(f) Mitigation of Damages. In the event of any termination of the Executive's employment by the Partnership or the Company, the Executive shall not be required to seek other employment to mitigate damages, and any income earned by the Executive from other employment or self-employment shall not be offset against any obligations of the Partnership or the Company to the Executive under this Agreement.

10. Limitation on Severance Benefits.

(a) Notwithstanding any other provision of this Agreement, and except as provided in paragraph 10(b) below, payments and benefits to which Executive would otherwise be entitled under the provisions of this Agreement will be reduced (or the Executive shall make reimbursement of amounts previously paid) to the extent necessary to prevent the Executive from having any liability for the federal excise tax levied on certain "excess parachute payments" under section 4999 of the Internal Revenue Code as it exists as of the date of this Agreement.

(b) The Executive may determine the amount (if any) of reduction for each payment or benefit that he would otherwise be entitled to receive. The extent to which the payments or benefits to the Executive are to be reduced pursuant to paragraph 10(a) will be determined by the accounting firm servicing the Company on the date that the Executive's employment is terminated. The Company shall pay the cost of such determination.

(c) If the final determination of any reduction in any benefit or payment pursuant to this Section has not been made at the time that the Executive is entitled to receive such benefit or payment, the Company shall pay or provide an estimated amount based on a recommendation by the accounting firm making the determination under subparagraph 10(b). When the final determination is made, the Company shall pay the Executive any additional amounts that may be due or the Executive shall reimburse the Company for any estimated amounts paid to the Executive that were in excess of the amount payable hereunder.

11. Insurance.

(a) Officers and Directors Fiduciary Liability Insurance: During the Executive's employment hereunder, the Company shall maintain, at its expense, officers and

directors fiduciary liability insurance that would cover the Executive in an amount of no less than $3 million per year.

(b) Term Life Insurance: During the Executive's employment hereunder and for a period of ninety (90) days thereafter, the Company shall maintain in force a term life insurance policy on the Executive in the face amount of $10 million. If the Executive's employment is terminated prior to the expiration of the Contract Term (other than by reason of the Executive's death, a termination by the Company for Cause or a termination by the Executive without Good Reason), the Company shall pay, prior to the expiration of the ninety (90) period described in the preceding sentence, either to the Executive or, on behalf of the Executive, to the issuer(s) of such life insurance policy(ies), an amount sufficient to pay the premiums to maintain such policy(ies) in force for the remainder of the Contract Term.

The Company shall be liable for the Company Percentage (as described in Section 7(f)) of the annual premium for such term life insurance policy and the Partnership shall be liable for the remainder of such premium. The beneficiary of such insurance shall be designated, from time to time, by the Executive in his sole and absolute discretion.

12. Disputes and Indemnification.

(a) Any dispute or controversy arising under, out of, in connection with or in relation to this Agreement shall, at the election and upon written demand of any party to this Agreement, be finally determined and settled by arbitration in the City of New York, New York in accordance with the rules and procedures of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof.

(b) The Partnership and/or the Company shall promptly pay pursuant to Section 7(e) as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Partnership, the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement.

(c) The Company and the Partnership agree that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company or the Partnership or is or was serving at the request of the Company or the Partnership as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive's alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Executive shall be indemnified and held harmless by the Company and the Partnership to the fullest extent legally permitted, against all cost, expense, liability and loss (including, without limitation, attorney's fees, judgements, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in

connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee or agent of the Company or the Partnership or other entity and shall inure to the benefit of Executive's heirs, executors and administrators. The Company and/or the Partnership shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by them of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance, without interest, if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.

13. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the Partnership, the Company, the Executive and their respective successors, assigns, personal and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.

14. Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of North Carolina, without reference to principles of conflicts or choice of law under which the law of any other jurisdiction would apply.

15. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

16. Notices. Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, as follows:

(a) If to the Partnership, to:

Ms. Rochelle Simpson
Tanger Properties Limited Partnership
P.O. Box 29168
1400 West Northwood Street
Greensboro, NC 27408

(b) If to the Company, to:

Ms. Rochelle Simpson
Tanger Factory Outlets Centers, Inc.
P.O. Box 29168
1400 West Northwood Street
Greensboro, NC 27408

(c) If to the Executive, to:

Mr. Steven B. Tanger

158 East 58th Street New York, NY 10022

or at any other address as any party shall have specified by notice in writing to the other parties.

17. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

18. Entire Agreement. The terms of this Agreement are intended by the parties to be the final expression of their agreement with respect to the employment of the Executive by the Partnership and the Company and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

19. Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive, a member of the Partnership and a disinterested director of the Company. By an instrument in writing similarly executed, the Executive or the Company and the Partnership may waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform, provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

20. No Effect on Other Contractual Rights. Notwithstanding Section 8, the provisions of this Agreement, and any other payment provided for hereunder, shall not reduce any amounts otherwise payable to the Executive under any other agreement between the Executive and the Partnership and the Company, or in any way diminish the Executive's rights under any employee benefit plan, program or arrangement of the Partnership or the Company to which he may be entitled as an employee of the Partnership or the Company.

21. No Inconsistent Actions. The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

22. Legal Fees. The Company and/or the Partnership agree to pay all legal fees and expenses

incurred by the Executive in negotiating this Agreement promptly upon receipt of appropriate statements therefor.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

EXECUTIVE

Steven B. Tanger

TANGER FACTORY OUTLET CENTERS, INC.,
a North Carolina corporation

By:__________________________________________________

TANGER PROPERTIES LIMITED PARTNERSHIP
By: Tanger Factory Outlet Centers, Inc.
its general partner

By:__________________________________________________

The Partnership and the Company hereby jointly and severally guarantee to the Executive the prompt payment in full of the compensation owed hereunder by the other.

TANGER PROPERTIES LIMITED PARTNERSHIP
By: Tanger Factory Outlet Centers, Inc.,
its general partner

By:__________________________________________________

TANGER FACTORY OUTLET CENTERS, INC.,
a North Carolina corporation

By:__________________________________________________

Exhibit 10.7
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT is executed and made effective as of January 1, 1999 between TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina Limited Partnership, whose address is P.O. Box 29168, Greensboro, N.C. 27408 (the "Employer") and WILLARD ALBEA CHAFIN, JR., a resident of North Carolina, whose address is 8301 Case Ridge Drive, Oak Ridge, North Carolina 27310 (the "Employee").

RECITALS

A. Employer and Employee entered into an Employment Agreement dated March 7, 1990 which was amended and restated as of October 11, 1993 and January 1, 1996.

B. The parties intend to modify, amend and restate their Agreement upon the terms and conditions set forth herein

Now therefore, in consideration of the promises contained herein and other valuable consideration the parties agree as follows:

1. EMPLOYMENT. Employer agrees to employ Employee during the term of this Agreement. Employee agrees to devote substantial time and attention and his best efforts to the business affairs of the Employer. During the term of his employment hereunder, Employee shall not perform services for others as a consultant, employee or otherwise and shall not engage in the conduct of any other trade or business.

Employer is engaged in the development and operation of retail shopping centers. The Employee will serve as a Senior Vice President of the Employer and will perform duties assigned to him by the Employer in all phases of the Employer's business. Employee's major responsibilities will include site selection for new shopping centers to be developed and leasing space in new and existing shopping centers as manufacturer's outlets. Employee will be directly involved in the management of existing and new centers. Other responsibilities will include assisting in the promotion, advertising and marketing of all Employer's shopping centers and the development of a good communications program between Employer and its tenants. Employee will be required to engage in extensive travel and Employee will work out of Employer's Greensboro, North Carolina office.

2. TERM. The term of this Agreement as herein amended and restated shall begin on January 1, 1999 and shall end on December 31, 2001 (the "Contract Term") unless sooner terminated as herein provided. The twelve calendar month period beginning on January 1, 1999 and ending December 31, 1999 and each calendar year thereafter during the Contract Term is sometimes herein referred to as a "Contract Year".

By mutual written agreement, the parties may extend the term of employment for an additional period of three years (an "Extended Term") upon such terms and conditions as the parties may agree.

This Agreement shall survive any merger, acquisition or cessation of business by the Employer and shall remain binding upon any successor of the Employer or transferee of the Employer's business.

3. COMPENSATION. For each Contract Year beginning on or after January 1, 1999, Employer will pay Employee for services performed pursuant to this Agreement an "Annual Base Salary" as follows:

CONTRACT YEAR            ANNUAL BASE SALARY
    1999                     $210,000.00
    2000                     $220,000.00
    2001                     $230,000.00

The Annual Base Salary shall be paid in equal installments in arrears in accordance with Employer's regular pay schedule.

The Employer will provide the Employee with any medical, disability or life insurance benefits in accordance with any such plans provided by the Employer for other employees and for which Employee is eligible.

Employee will be reimbursed for any necessary and reasonable expense incurred by the Employee in performing the services requested of him by the Employer during the term of employment. At least monthly, the Employee will submit such records and paid bills supporting the amount of the expenses incurred and to be reimbursed as the Employer shall reasonably require.

Employer will pay and/or withhold for FICA, income and other employee taxes on compensation payable to Employee hereunder as required by law.

4. VACATION. Employee shall be entitled to four (4) weeks of vacation during each Contract Year for the term of employment hereunder.

5. TERMINATION. The Employee's employment by the Employer hereunder shall be terminated upon the occurrence of any of the following events:

A. If the Employer and Employee mutually agree to terminate the employment;

B. Upon the disability of the Employee. "Disability" for these purposes shall mean

the Employee's inability through physical or mental illness or other cause to perform any of the material duties assigned to him by the Employer for a period of one hundred and eighty (180) days or more within any twelve consecutive calendar months. Employee will be paid during any sickness or disability period;

C. By either party in the event of a material breach by the other party of any of that other party's obligations under this Agreement;

D. By Employer, if Employee is convicted of a felony or engages in conduct or activity that has, or in the Employer's reasonably held belief, will have a material adverse effect upon Employer's business or future prospects;

E. Upon the Employee's death.

Upon termination of Employee's employment, Employee shall be entitled to receive only the compensation accrued but unpaid for the period of employment prior to the date of such termination and shall not be entitled to additional compensation except as follows:

(1) If Employee's employment is terminated by reason of his death or disability during the Contract Term, the Employer will pay Employee (or the personal representatives of his estate, in the event of his death) as a death or disability benefit, an amount equal to the Annul Base Salary payable hereunder for the Contract Year within which such termination occurs. Such amount shall be paid in 12 equal monthly installments, with the first installment payable on the last day of the first calendar month following the calendar month in which Employee's employment is terminated;

(2) If Employer materially breaches this Agreement and this Agreement is terminated or rescinded by Employee, in addition to the compensation due Employee under Section 3 hereinabove, Employer shall pay Employee as additional compensation an amount equal to the Annual Base Salary payable hereunder in the Contract Year within which Employee's employment is terminated. Such amount shall be paid in twelve
(12) equal monthly installments on the first of each month beginning the first day of the first month after Employee shall terminate or rescind this Agreement in writing;

(3) If the Employee's employment is not terminated prior to the end of the Contract Term and if Employee offers to extend the term of his employment by the Employer beyond the Contract Term for one year or more upon substantially the same terms as the last Contract Year of the Contract Term but the Employer elects not to continue Employee's employment, the Employer shall pay Employee as a severance benefit an amount equal to the greater of (i) $125,000.00 or (ii) one half (1/2) of the Annual Base Salary payable to him for the last Contract Year of the Contract Term.

6. COVENANT AGAINST COMPETITION AND NON-DISCLOSURE.

A. Covenant Against Competition. Employee covenants and agrees that during Employee's employment and for a period of one year after he ceases to be employed by Employer, Employee shall not, directly or indirectly, as an employee, employer, shareholder, proprietor, partner, principal, agent, consultant, advisor, director, officer, or in any other capacity, engage in the development or operation of a retail shopping facility within a radius of one hundred (100) miles of any retail shopping facility owned or operated by the Employer at any time during the Employee's employment hereunder or in any state in which the Employer owns or operates a retail shopping facility or within the radius of one hundred (100) miles of any site for which Employer has made an offer to purchase for the development of a retail shopping facility by the Employer prior to the date of the termination of the Employee's employment.

B. Disclosure of Information. Employee acknowledges that in and as a result of his employment hereunder, he will be making use of, acquiring and/or adding to confidential information of a special and unique nature and value relating to such matters as financial information, terms of leases, terms of financing, financial condition of tenants and potential tenants, sales and rental income of shopping centers and other specifics about Employer's development, financing, construction and operation of retail shopping facilities. Employee covenants and agrees that he shall not, at any time during or following the term of his employment, directly or indirectly, divulge or disclose for any purpose whatsoever any such confidential information that has been obtained by, or disclosed to, him as a result of his employment by Employer.

C. Reasonableness of Restrictions.

1. Employee has carefully read and considered the foregoing provision of this Item, and, having done so, agrees that the restrictions set forth in these paragraphs, including but not limited to the time period of restriction set forth in the covenant against competition are fair and reasonable and are reasonably required for the protection of the interests of Employer and its officers, directors and other employees.

2. In the event that, notwithstanding the foregoing, any of the provisions of this Item shall be held invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included herein. In the event that any provision of this Item relating to the time period and/or the areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, the time period and/or areas of restriction deemed reasonable and enforceable by the court shall become and thereafter be the maximum time period and/or areas.

D. Consideration. The covenants against competition and non-disclosure by the Employee in this Item are made in consideration of the Employer's agreement to employ the Employee upon the terms and conditions set forth herein. Such covenants against competition

and of non-disclosure by the Employee in this Item constitute the material inducement to Employer to enter into this Agreement, to make confidential information developed by Employer available to Employee and to pay the salary and bonuses provided for Employee herein.

E. Employer's Remedies. Employee covenants and agrees that if he shall violate any of his covenants or agreements contained in this Item, then Employer shall, in addition to any other rights and remedies available to it at law or in equity, have the following rights and remedies against Employee:

1. Employer shall be relieved of any further obligation to Employee under the terms of this agreement; and

2. Employer shall be entitled to an accounting and repayment of all profits, compensation, commissions, remunerations or other benefits that Employee, directly or indirectly, has realized and/or may realize as a result of, growing out of or in connection with, any such violation.

The foregoing rights and remedies of the Employer shall be cumulative and the election by the Employer to exercise any one or more of them shall not preclude the Employer's exercise of any other rights described above or otherwise available under applicable principals of law or equity.

Employer:                   Tanger Properties Limited Partnership
                            c/o Stanley K. Tanger
                            P.O. Box 29168
                            Greensboro, N.C.  27402

Employee:                   Willard Albea Chafin, Jr.
                            8301 Case Ridge Drive
                            Oak Ridge, North Carolina 27310

IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the day and year first above written.

EMPLOYER:

TANGER PROPERTIES LIMITED PARTNERSHIP, a
North Carolina Limited Partnership

By: TANGER FACTORY OUTLET CENTERS, INC.,
it's sole general partner

EMPLOYEE:

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT is executed and made effective as of January 1, 1999 between TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina Limited Partnership, whose address is P.O. Box 29168, Greensboro, N.C. 27408 (the "Company") and ROCHELLE SIMPSON, a resident of North Carolina, whose address is 4800 Archwood Drive, Greensboro, North Carolina 27406 (the "Simpson").

A. The Company and Simpson entered into an employment agreement dated February 28, 1994 and amended and restated as of January 1, 1996.

B. The Parties intend to modify, amend and restate the employment contract as provided herein.

Now therefore, in consideration of the promises contained herein and other valuable consideration, the parties agree as follows:

1. EMPLOYMENT. Company agrees to employ Simpson during the term of this Agreement. Simpson agrees to devote substantial time and attention and her best efforts to the business affairs of the Company. During the term of her employment hereunder, Simpson shall not perform services for others as a consultant, employee or otherwise and shall not engage in the conduct of any other trade or business.

Company is engaged in the development and operation of retail shopping centers. Simpson will serve as a Senior Vice-President of the Company and will perform duties assigned to her by the Company in all phases of the Company's business. Simpson will have overall responsibility for the administration of the Company's day to day operations and such other duties as the Chief Executive Officer shall assign to her from time to time. Simpson will report directly to the Chief Executive Officer of the Company.

2. TERM. The term of this Agreement as herein amended and restated shall begin on January 1, 1999 and shall end December 31, 2001 (the "Contract Term") unless sooner terminated as herein provided. The twelve calendar month period beginning on January 1, 1999 and ending December 31, 1999 and each calendar year thereafter through the end of the Contract Term is sometimes herein referred to as a "Contract Year".

By mutual written agreement, the parties may extend the term of employment for an additional period of three years (sometimes herein referred to as the "Extended Term") upon such terms and conditions as the parties may agree.

This Agreement shall survive any merger, acquisition or cessation of business by the Company and shall remain binding upon any successor of the Company or transferee of the Company's business.

3. COMPENSATION. For each Contract Year beginning on or after January 1, 1999, Company will pay Simpson for services performed pursuant to this Agreement an "Annual Base Salary" as follows:

CONTRACT YEAR            ANNUAL BASE SALARY
-------------            ------------------
     1999                    $200,000.00
     2000                    $210,000.00
     2001                    $220,000.00

The Annual Base Salary shall be paid in equal monthly or bi-weekly installments in arrears in accordance with Company's regular pay schedule.

The Company will provide Simpson with any medical, disability or life insurance benefits in accordance with any such plans provided by the Company for other employees and for which Simpson is eligible.

Simpson will be reimbursed for any necessary and reasonable expense incurred by Simpson in performing the services requested of her by the Company during the term of employment. At least monthly, Simpson will submit such records and paid bills supporting the amount of the expenses incurred and to be reimbursed as the Company shall reasonably require.

Company will pay and/or withhold for FICA, income and other employee taxes on compensation payable to Simpson hereunder as required by law.

If Simpson's employment is not terminated prior to the end of the Contract Term and if Simpson offers to extend the term of her employment by the Company beyond the Contract Term for one year or more upon substantially the same terms as the last Contract Year of the Contract Term but the Company elects not to continue Simpson's employment, the Company shall pay Simpson as a severance benefit an amount equal to the greater of (i) $125,000.00 or (ii) one half (1/2) of the Annual Base Salary payable to her for the last Contract Year of the Contract Term.

4. VACATION. Simpson shall be entitled to four (4) weeks of vacation during each Contract Year for the term of employment hereunder.

5. TERMINATION. Simpson's employment by the Company hereunder shall be terminated upon the occurrence of any of the following events:

A. If the Company and Simpson mutually agree to terminate the employment;

B. Upon the disability of Simpson. "Disability" for these purposes shall mean Simpson's inability through physical or mental illness or other cause to perform any of the material duties assigned to her by the Company for a period of one hundred and eighty (180) days or more within

any twelve consecutive calendar months. Simpson will be paid during any sickness or disability period;

C. By either party in the event of a material breach by the other party of any of that other party's obligations under this Agreement;

D. By Company, if Simpson is convicted of a felony or engages in conduct or activity that has, or in the Company's reasonably held belief, will have a material adverse effect upon Company's business or future prospects;

E. Upon Simpson's death.

Upon termination of Simpson's employment, Simpson shall be entitled to receive only the compensation accrued but unpaid for the period of employment prior to the date of such termination and shall not be entitled to additional compensation except as follows:

(1) If Simpson's employment is terminated by reason of her death or disability during the Contract Term, the Employer will pay Simpson (or the personal representatives of her estate, in the event of her death) as a death or disability benefit, an amount equal to the Annul Base Salary payable hereunder for the Contract Year within which such termination occurs. Such amount shall be paid in 12 equal monthly installments, with the first installment payable on the last day of the first calendar month following the calendar month in which Simpson's employment is terminated;

(2) If Employer materially breaches this Agreement and this Agreement is terminated or rescinded by Simpson, in addition to the compensation due Simpson under Section 3 hereinabove, Employer shall pay Simpson as additional compensation an amount equal to the Annual Base Salary payable hereunder in the Contract Year within which Simpson's employment is terminated. Such amount shall be paid in twelve (12) equal monthly installments on the first of each month beginning the first day of the first month after Simpson shall terminate or rescind this Agreement in writing;

(3) If the Simpson's employment is not terminated prior to the end of the Contract Term and if Simpson offers to extend the term of her employment by the Employer beyond the Contract Term for one year or more upon substantially the same terms as the last Contract Year of the Contract Term but the Employer elects not to continue Simpson's employment, the Employer shall pay Simpson as a severance benefit an amount equal to the greater of (i) $125,000.00 or (ii) one half (1/2) of the Annual Base Salary payable to her for the last Contract Year of the Contract Term.

6. COVENANT AGAINST COMPETITION AND NON-DISCLOSURE.

A. Covenant Against Competition. Simpson covenants and agrees that during Simpson's employment and for a period of one year after she ceases to be employed by Company, Simpson

shall not, directly or indirectly, as an employee, employer, shareholder, proprietor, partner, principal, agent, consultant, advisor, director, officer, or in any other capacity, engage in the development or operation of a retail shopping facility within a radius of one hundred (100) miles of any retail shopping facility owned or operated by the Company at any time during Simpson's employment hereunder or in any state in which the Company owns or operates a retail shopping facility or within a radius of one hundred (100) miles of any site for which Company has made an offer to purchase for the development of a retail shopping facility by the Company prior to the date of the termination of Simpson's employment.

B. Disclosure of Information. Simpson acknowledges that in and as a result of her employment hereunder, she will be making use of, acquiring and/or adding to confidential information of a special and unique nature and value relating to such matters as financial information, terms of leases, terms of financing, financial condition of tenants and potential tenants, sales and rental income of shopping centers and other specifics about Company's development, financing, construction and operation of retail shopping facilities. Simpson covenants and agrees that she shall not, at any time during or following the term of her employment, directly or indirectly, divulge or disclose for any purpose whatsoever any such confidential information that has been obtained by, or disclosed to, her as a result of her employment by Company.

C. Reasonableness of Restrictions.

1. Simpson has carefully read and considered the foregoing provision of this Item, and, having done so, agrees that the restrictions set forth in these paragraphs, including but not limited to the time period of restriction set forth in the covenant against competition are fair and reasonable and are reasonably required for the protection of the interests of Company and its officers, directors and other employees.

2. In the event that, notwithstanding the foregoing, any of the provisions of this Item shall be held invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included herein. In the event that any provision of this Item relating to the time period and/or the areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, the time period and/or areas of restriction deemed reasonable and enforceable by the court shall become and thereafter be the maximum time period and/or areas.

D. Consideration. The covenants against competition and non-disclosure by Simpson in this Item are made in consideration of the Company's agreement to employ Simpson upon the terms and conditions set forth herein. Such covenants against competition and of non-disclosure by Simpson in this Item constitute the material inducement to Company to enter into this Agreement, to make confidential information developed by Company available to Simpson and to pay the salary and bonuses provided for Simpson herein.

E. Company's Remedies. Simpson covenants and agrees that if she shall violate any of her covenants or agreements contained in this Item 6, then the Company shall, in addition to any other rights and remedies available to it at law or in equity, have the following rights and remedies against Simpson:

1. The Company shall be relieved of any further obligation to Simpson under the terms of this agreement; and

2. The Company shall be entitled to an accounting and repayment of all profits, compensation, commissions, remunerations or other benefits that Simpson, directly or indirectly, has realized and/or may realize as a result of, growing out of or in connection with, any such violation.

The foregoing rights and remedies of the Company shall be cumulative and the election by the Company to exercise any one or more of them shall not preclude the Company's exercise of any other rights described above or otherwise available under applicable principals of law or equity.

Company:                    Tanger Properties Limited Partnership
                            c/o Stanley K. Tanger
                            P.O. Box 29168
                            Greensboro, N.C. 27402

Simpson:                    Rochelle Simpson
                            4800 Archwood Drive
                            Greensboro, N.C. 27406

IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the day and year first above written.

COMPANY:

TANGER PROPERTIES LIMITED PARTNERSHIP, a
North Carolina Limited Partnership

By: TANGER FACTORY OUTLET CENTERS, INC.,
it's sole general partner

By: _________________________________

STANLEY K. TANGER
Chairman of the Board
Chief Executive Officer

_______________________________ (SEAL)
ROCHELLE SIMPSON

Exhibit 10.9

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is executed and made effective as of January 1, 1999 between TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina Limited Partnership, whose address is P.O. Box 29168, Greensboro, N.C. 27408 (the "Company") and JOSEPH NEHMEN, ("Nehmen") a resident of North Carolina, whose address is 402 Waycross Drive, Greensboro, NC. 27410.

RECITALS

A. Company and Nehmen entered into an Employment Agreement dated January 1, 1995.

B. The parties intend to extend the term of Nehmen's employment and to modify, amend and restate the Employment Agreement upon the terms and conditions set forth herein

Now therefore, in consideration of the promises contained herein and other valuable consideration, the parties agree as follows:

1. EMPLOYMENT. Company agrees to employ Nehmen during the term of this Agreement. Nehmen agrees to devote full time and attention and his best efforts to the business affairs of the Company. Except as provided in the last paragraph of this Section, during the term of his employment hereunder, Nehmen shall not perform services for others as a consultant, employee or otherwise and shall not engage in the conduct of any other trade or business.

Company is engaged in the development and operation of retail shopping centers. Nehmen will serve as the Company's Vice President of Operations and will perform duties assigned to him by the Company in all phases of the Company's business which are generally performed by executives holding similar positions.

Notwithstanding the foregoing provisions of this Section, Nehmen may perform consulting or employment services which do not materially interfere with the performance of his duties as a full time employee of the Company as follows:

A. For a purchaser of any of the assets or capital stock of Merchants Wholesalers of Missouri, Inc. (the company in which he was formerly a part owner and with whom he was employed) in connection with the purchaser's conduct of a business for the wholesale and retail sale of cigarettes, candy, tobacco and similar items and so long as the purchaser is not engaged in activities which are in competition with the business currently conducted by the Company; and

B. For Dolgin & Associates (a firm in which Nehmen owns an interest) in connection with that firm's conduct of the business of providing tax consultation and advice and so long as that firm is not engaged in activities which are in competition with the business currently conducted by the Company.

2. TERM. The term of Nehmen's employment pursuant to this Agreement as herein amended and restated shall begin on January 1, 1999 (the "Commencement Date") and shall end on December 31, 2001 (the "Contract Term") unless sooner terminated or extended as herein provided. The twelve calendar month period beginning on the Commencement Date and on each anniversary of the Commencement Date during the Contract Term, including any extension thereof, is sometimes herein referred to as a "Contract Year".

On each anniversary of the Commencement Date, the term of the Agreement shall be automatically extended by one year (but not beyond December 31, 2004) unless Nehmen's employment has been terminated on or prior to that Anniversary Date as herein provided. For purposes of illustration, on January 1, 2000, the Contract Term will be automatically extended to December 31, 2002. On January 1, 2001, the Contract Term shall be automatically extended until December 31, 2003.

This Agreement shall survive any merger, acquisition or cessation of business by the Company and shall remain binding upon any successor of the Company or transferee of the Company's business.

3. COMPENSATION. For each Contract Year beginning on or after January 1, 1999, Employer will pay Employee for services performed pursuant to this Agreement an "Annual Base Salary" as follows:

CONTRACT YEAR            ANNUAL BASE SALARY
    1999                     $190,000.00
    2000                     $200,000.00
    2001                     $210,000.00
    2002              not less than $210,000.00
    2003              not less than $210,000.00
    2004              not less than $210,000.00

The Annual Base Salary shall be paid in equal installments in arrears in accordance with Company's regular pay schedule.

The Company will provide Nehmen with any medical, disability or life insurance benefits in accordance with any such plans provided by the Company for other employees and for which Nehmen is eligible.

Nehmen will be reimbursed for any necessary and reasonable expense incurred by him in performing the services requested of him by the Company during the term of employment. At least monthly, Nehmen will submit such records and paid bills supporting the amount of the expenses incurred and to be reimbursed as the Company shall reasonably require.

Company will pay and/or withhold for FICA, income and other employee taxes on compensation payable to Nehmen hereunder as required by law.

4. VACATION. Nehmen shall be entitled to a vacation during each Contract Year for the term of employment hereunder of similar length and taken under similar circumstances as the vacation taken by other members of the Company's senior management team.

5. TERMINATION; SEVERANCE BENEFITS.

A. Termination. Nehmen's employment by the Company hereunder shall be terminated as follows:

1. Death. Nehmen's employment hereunder shall terminate upon his death.

2. Disability. Nehmen's employment hereunder shall terminate upon his "Disability". "Disability" for these purposes shall mean Nehmen's inability through physical or mental illness or other cause to perform any of the material duties assigned to him by the Company for a period of one hundred and eighty
(180) days or more within any twelve consecutive calendar months. Nehmen will receive the compensation provided for hereunder during any period of sickness or disability prior to the termination of his employment;

3. For Cause. The Company may terminate Nehmen's employment hereunder for "Cause". For purposes of this Agreement, the Company shall have "Cause" to terminate Nehmen's employment hereunder upon (i) a finding by the Board that he has materially harmed the Company through a material act of dishonesty in the performance of his duties hereunder, (ii) his conviction of a felony involving moral turpitude, fraud or embezzlement, or (iii) a finding by the Board of Directors that Nehmen has failed to perform his material duties under this Agreement (other than a failure due to disability) after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if his failure to perform is not of a type requiring a single action to cure fully, that he may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion).

4. Good Reason. Nehmen may terminate his employment hereunder for "Good Reason". Nehmen shall have "Good Reason" to terminate his employment in the event of any

material adverse change in his job title, duties, responsibilities, perquisites granted hereunder, or authority without his consent, the relocation of the Company headquarters outside of the Greensboro, North Carolina metropolitan area without his consent, or a material breach of this Employment Agreement by the Company.

5. Without Cause. With Board approval, the Company may terminate Nehmen's employment hereunder without Cause upon 30 days notice.

6. Resignation without Good Reason. Nehmen may terminate his employment without Good Reason upon 90 days written notice to the Company.

B. Notice of Termination. Any termination of Nehmen's employment hereunder by the Company or Nehmen (other than by reason of Nehmen's death) shall be communicated by a notice of termination to the other party hereto. For purposes of this Agreement, a "notice of termination" shall mean a written notice which (i) indicates the specific termination provision in the Agreement relied upon, (ii) sets forth in reasonable detail any facts and circumstances claimed to provide a basis for termination of Nehmen's employment under the provision indicated and (iii) specifies the effective date of the termination.

C. Severance Benefits. Upon termination of Nehmen's employment, Nehmen shall be entitled to receive only the compensation accrued but unpaid for the period of employment prior to the date of such termination of employment and shall not be entitled to additional compensation except as follows:

1. Termination Without Cause or For Good Reason. If Nehmen's employment shall be terminated by the Company without Cause (pursuant to Section
5.A.5) or by Nehmen for Good Reason (pursuant to Section 5.A.4), the Company shall continue to pay Nehmen his Annual Base Salary and to provide all Benefits to Nehmen provided for under this Agreement until the date that his employment is terminated. In addition, the Company shall pay Nehmen as liquidated damages an amount equal to three (3) times the Annual Base Salary payable to him for the Contract Year in which his employment is terminated. Such amount shall be paid at the same time and in the same manner as the Annual Base Salary would have been paid if Nehmen's employment had not terminated.

2. Termination by Death or Disability. If Nehmen's employment is terminated by reason of his death or Disability, the Company will pay Nehmen (or, in the event of his death, his wife, Susan Nehmen or, if she is not living, his estate) as severance pay, an amount equal to his Base Annual Salary that he was receiving when his employment was terminated. Such amount shall be paid in 12 equal monthly installments beginning with the first calendar month after the month in which the employment is terminated. If Nehmen's employment is terminated after the tenth anniversary of the Commencement Date because of his death or disability during any extension of the term, the death or disability severance benefit provided in this paragraph shall not be paid.

3. Termination For Cause of Without Good Reason. If Nehmen's employment hereunder is terminated by the Company for Cause or by Nehmen without Good Reason, Nehmen shall not be paid any severance compensation.

6. COVENANT AGAINST COMPETITION AND NON-DISCLOSURE.

A. Covenant Against Competition. Nehmen covenants and agrees that during Nehmen's employment and for a period of one year after he ceases to be employed by Company, Nehmen shall not, directly or indirectly, as an employee, employer, shareholder, proprietor, partner, principal, Agent, consultant, advisor, director, officer, or in any other capacity, engage in the development or operation of a retail shopping facility within a radius of one hundred (100) miles of any retail shopping facility owned or operated by the Company at any time during Nehmen's employment hereunder or in any state in which the Company owns or operates a retail shopping facility or within a radius of one hundred
(100) miles of any site for which Company has made an offer to purchase for the development of a retail shopping facility by the Company prior to the date of the termination of Nehmen's employment. Notwithstanding the foregoing, Nehmen may continue to perform the consulting services permitted by the third paragraph of Section 1 of this Agreement.

B. Disclosure of Information. Nehmen acknowledges that in and as a result of his employment hereunder, he will be making use of, acquiring and/or adding to confidential information of a special and unique nature and value relating to such matters as financial information, terms of leases, terms of financing, financial condition of tenants and potential tenants, sales and rental income of shopping centers and other specifics about Company's development, financing, construction and operation of retail shopping facilities. Nehmen covenants and agrees that he shall not, at any time during or following the term of his employment, directly or indirectly, divulge or disclose for any purpose whatsoever any such confidential information that has been obtained by, or disclosed to, him as a result of his employment by Company.

C. Reasonableness of Restrictions.

1. Nehmen has carefully read and considered the foregoing provision of this Item, and, having done so, agrees that the restrictions set forth in these paragraphs, including but not limited to the time period of restriction set forth in the covenant against competition are fair and reasonable and are reasonably required for the protection of the interests of Company and its officers, directors and other employees.

2. In the event that, notwithstanding the foregoing, any of the provisions of this Item shall be held invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included herein. In the event that any provision of this Item relating to the time period and/or the areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas

such court deems reasonable and enforceable, the time period and/or areas of restriction deemed reasonable and enforceable by the court shall become and thereafter be the maximum time period and/or areas.

D. Consideration. The covenants against competition and non-disclosure by Nehmen in this Item are made in consideration of the Company's agreement to employ Nehmen upon the terms and conditions set forth herein. Such covenants against competition and of non-disclosure by Nehmen in this Item constitute the material inducement to Company to enter into this Agreement, to make confidential information developed by Company available to Nehmen and to pay the salary and bonuses provided for Nehmen herein.

E. Company's Remedies. Nehmen covenants and agrees that if he shall violate any of his covenants or agreements contained in this Item 6, then the Company shall, in addition to any other rights and remedies available to it at law or in equity, have the following rights and remedies against Nehmen:

1. The Company shall be relieved of any further obligation to Nehmen under the terms of this agreement; and

2. The Company shall be entitled to an accounting and repayment of all profits, compensation, commissions, remunerations or other benefits that Nehmen, directly or indirectly, has realized and/or may realize as a result of, growing out of or in connection with, any such violation.

The foregoing rights and remedies of the Company shall be cumulative and the election by the Company to exercise any one or more of them shall not preclude the Company's exercise of any other rights described above or otherwise available under applicable principals of law or equity.

Company:                    Tanger Properties Limited Partnership
                            c/o Stanley K. Tanger
                            P.O. Box 29168
                            Greensboro, N.C.  27402

Nehmen:                     Joe Nehmen
                            402 Waycross Drive
                            Greensboro, NC 27410

IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the day and year first above written.

TANGER PROPERTIES LIMITED PARTNERSHIP, a
North Carolina Limited Partnership

By: TANGER FACTORY OUTLET CENTERS, INC.,
it's sole general partner

By: _________________________________
STANLEY K. TANGER,
Chairman of the Board
Chief Executive officer

_______________________________ (SEAL)
JOSEPH NEHMEN