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                  Exhibit 10.2

                  TANGER FACTORY OUTLET CENTERS, INC.
NOTIONAL UNIT
AWARD AGREEMENT

                  Name of Grantee: _____________________ ("Grantee")
No. of Notional Units: ______________________
Grant Date: ______________, 2010 (the "Grant Date")
                  

                    

                  RECITALS

                  A. The Grantee is an employee of Tanger Factory Outlet Centers, Inc.,
                     a North Carolina corporation (the "Company").
                  

                  B. The Company has adopted the Amended and Restated Incentive Award
                     Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties
                     L.P., as amended (the "Plan") to provide additional incentives to the Company's employees and
                     directors. This award agreement (this "Agreement") evidences an award to the Grantee under the Plan (the "Award"), which is subject to the terms and conditions set forth herein.
                  

                  C. The Plan permits the award of Performance Awards and the Company
                     wishes to award Performance Awards in the form of Notional Units.
                  

                  D. The Grantee was selected by the Share and Unit Option Committee (the "Committee") to receive the Award and, effective as of the Grant Date, the
                     Company issued to the Grantee the number of Notional Units set
                     forth above.
                  

                  NOW, THEREFORE, the Company and the Grantee agree as follows:
                  

                  1. Definitions. Capitalized terms used herein without definitions shall have the
                     meanings given to those terms in the Plan. In addition, as
                     used herein:
                     

                  "Cause" means (a) the Grantee causing material harm to the Company or any
                     Subsidiary or affiliate thereof through a material act of dishonesty
                     in the performance of his or her duties for the Company or any
                     Subsidiary or affiliate thereof, (b) the Grantee's conviction of a
                     felony involving moral turpitude, fraud or embezzlement, or (c) the
                     Grantee's willful failure to perform the material duties of the
                     Grantee's employment (other than failure due to Disability); provided that, if the Employment Agreement includes a different definition of
                     "Cause," the definition in the Employment Agreement shall be
                     incorporated by reference herein and supersede the definition in this Section 1.
                  

                  "Change in Control" has the meaning set forth in the Plan. In addition, if a Change in
                     Control constitutes a payment event with respect to the Award, and
                     the Award provides for the deferral of compensation and is subject to
                     Section 409A of the Code (together with any Department of Treasury
                     regulations and other interpretive guidance that may be issued after
                     the date hereof, "Section 409A"), the transaction or event described in the Change in Control
                     definition set forth in the Plan must also constitute a "change in
                     control event," as defined in Department of Treasury Regulation
                     Section 1.409A-3(i)(5) to the extent required by Section 409A.
                  

                  "CIC Minimum Return to Shareholders" shall mean the amount equal to the product of (a) the Minimum
                     Return to Shareholders and (b) a fraction, the numerator of which is
                     the number of days from the Effective Date to and including the date
                     of the Change in Control and the denominator of which is the number
                     of days during the period beginning on the Effective Date and ending
                     on the Measurement Date.
                  

                  "Common Shares" means the Company's common shares, par value $0.01 per share,
                     either currently existing or authorized hereafter.
                  

                  "Common Share Price" means, as of a particular date, the highest twenty (20) consecutive
                     trading day trailing average of the Fair Market Value within the
                     ninety (90) day period ending on, and including, such date (or, if
                     such date is not a trading day, the most recent trading day
                     immediately preceding such date); provided that if any of such trading days is the ex-dividend date for a
                     dividend or other distribution on the Common Shares, then the Fair
                     Market Value for each trading day prior to the ex-dividend date shall
                     be adjusted and shall equal the Fair Market Value on each such
                     trading day (prior to the adjustment herein) divided by (i) the sum
                     of (A) one and (B) the per share amount of the dividend or other
                     distribution declared to which such ex-dividend date relates divided
                     by the Fair Market Value on the ex-dividend date for such dividend or
                     other distribution; and, provided, further, that if such date is the date upon which a Change in Control
                     (within the meaning of Section 1.6(a) or (c) of the Plan) occurs, the
                     Common Share Price as of such date shall be equal to the fair market
                     value in cash, as determined by the Committee, of the total
                     consideration paid or payable in the transaction resulting in such
                     Change in Control for one Common Share.
                  

               

            

         

         			

         			

         			

      

      
         
            
               
                  "Disability" means the Grantee's inability through physical or mental illness or
                     other cause to perform any of the material duties assigned to him or
                     her by the Company or a Subsidiary or affiliate thereof for a period
                     of ninety (90) days or more within any twelve (12) consecutive
                     calendar months; provided that, if the Employment Agreement includes a different definition of
                     "Disability," the definition in the Employment Agreement shall be
                     incorporated by reference herein and supersede the definition in this Section 1.
                  

                  "Effective Date" means January 1, 2010.
                  

                  "Effective Date Common Share Price" means $38.99.

                  "Employment Agreement" means, as of a particular date, the employment agreement by and
                     between the Grantee and the Company or a Subsidiary or affiliate
                     thereof in effect as of that date, if any.
                  

                  "50th Percentile" means in accordance with standard statistical methodology, for any
                     applicable measurement period, the median of the Total Return to
                     Shareholders of the REITs included in the Peer Group. Notwithstanding
                     the foregoing, the Committee may, upon consideration of the
                     statistical distribution of the REITs included in the Peer Group
                     within the full range of Total Return to Shareholders for the
                     applicable measurement period, exercise its reasonable discretion to
                     allow for issuance of Restricted Shares to be granted as part of the
                     Award under Section 3 on a basis other than a strict mathematical calculation of the 50th
                     Percentile. By way of illustration, if for the period the Total
                     Return to Shareholders of a number of REITs included in the Peer
                     Group is clustered within a narrow range such that the effect of the
                     precise calculation of percentiles is that issuance would not occur,
                     the Committee could in its sole discretion conclude that issuance
                     should nonetheless occur to the extent appropriate in light of all
                     the circumstances, including the Company's Total Return to
                     Shareholders performance relative to the REITs included in the Peer
                     Group taken as a whole.
                  

                  The Grantee shall have "Good Reason" to terminate his or her employment in the event of the Company's
                     material breach of the terms of the Grantee's employment; provided that (i) the Grantee provides written notice to the Company of the
                     existence of the condition(s) constituting Good Reason within ninety
                     (90) days of the initial existence of any such condition(s), (ii) the
                     Company has thirty (30) days after receipt of such notice to remedy
                     such condition(s) and (iii) if the Company fails to remedy the
                     condition(s), the Grantee terminates his or her employment for Good
                     Reason within two (2) years following the initial existence of any
                     condition constituting Good Reason; provided, further, that, if the Employment Agreement includes a different definition
                     of "Good Reason," to the extent a Termination of Employment by the
                     Grantee for Good Reason thereunder would be an "involuntary
                     separation from service" (as defined in Section 409A), the definition
                     in the Employment Agreement shall be incorporated by reference herein
                     and supersede the definition in this Section 1.
                  

                  "Maximum Total Return to Shareholders" means Total Return to Shareholders equal to 60%.
                  

                  "Measurement Date" means December 31, 2013.
                  

                  "Minimum Total Return to Shareholders" means Total Return to Shareholders equal to 40%.
                  

                  "Notional Unit" means a Performance Award granted pursuant to the Plan which
                     entitles the Grantee to the opportunity to be receive Restricted
                     Shares on or after the Share Issuance Date as set forth herein.
                  

                  "Notional Unit Conversion Ratio" means (a) in the event the Total Return to Shareholders is equal to
                     the Minimum Total Return to Shareholders, 1.0, (b) in the event the
                     Total Return to Shareholders is equal to the Maximum Total Return to
                     Shareholders, 3.0, (c) in the event the Total Return to Shareholders
                     is greater than the Minimum Total Return to Shareholders and less
                     than the Maximum Total Return to Shareholders, the Notional Unit
                     Conversion Ratio will be pro-rated between 1.0 and 3.0 by linear
                     interpolation (e.g., other than in the event of a Change in Control,
                     the Notional Unit Conversation Ratio will increase by 0.1 for each
                     percentage point by which the Total Return to Shareholders exceeds
                     the Minimum Total Return to Shareholders up to the Maximum Total
                     Return to Shareholders) and (d) in the event the Total Return to
                     Shareholders is greater than the Maximum Total Return to
                     Shareholders, 3.0 multiplied by a fraction, the numerator of which is
                     the Common Share Price required to generate the Maximum Total Return
                     to Shareholders on the Valuation Date, less the actual dividends paid
                     from the Effective Date to the Valuation Date, up to a maximum of
                     $6.22, and the denominator of which is the Common Share Price on the
                     Valuation Date.
                  

                  "Peer Group" means the peer group of companies set forth on Exhibit A; provided that if a constituent company(s) in the Peer Group ceases to be
                     actively traded, due, for example, to merger or bankruptcy, or the
                     Committee otherwise reasonably determines that it is no longer
                     suitable for the purposes of this Agreement, then the Committee in
                     its reasonable discretion shall select a comparable company to be
                     added to the Peer Group for purposes of making the Total Return to
                     Shareholders comparison required by Section 3(b) meaningful and consistent across the relevant measurement period.
                  

                  "Restricted Shares" has the meaning set forth in Section 2(a).
                  

                  "Share Issuance Date" means the earlier of (a) January 1, 2014 and
                        (b) the date upon which a Change in Control shall occur.

               

            

         

         			

         			

         			

      

      
         
            
               
                  "Total Return to Shareholders" means the percentage appreciation in the Common Share Price from
                     the Effective Date to the Valuation Date, determined by dividing (a)
                     the difference obtained by subtracting (1) the Effective Date Common
                     Share Price, from (2) the Common Share Price on the Valuation Date
                     plus all dividends paid on a Common Share from the Effective Date to
                     the Valuation Date up to a maximum of $6.22 by (b) the Effective Date
                     Common Share Price; provided, however, for the purpose of calculating Total Return to Shareholders under Sections 3(b)(ii) and (iii), no such dividend per share limitation shall apply for purposes of
                     the comparison of Total Return to Shareholders to the 50th
                     Percentile; provided, further, that for the purposes of calculating the Total Return to Shareholders under Section 2(b)(iii), the amount of the maximum dividend considered herein shall be
                     prorated based on the number of days from the Effective Date to and
                     including the date of the Change in Control divided by the total
                     number of days from the Effective Date to and including the
                     Measurement Date. Additionally, as set forth in, and pursuant to, Section 6, appropriate adjustments to the Total Return to Shareholders shall
                     be made to take into account all stock dividends, stock splits,
                     reverse stock splits and the other events set forth in Section 6 that occur between the Effective Date and the Valuation Date.
                  

                  "Valuation Date" means the earlier of (a) the Measurement Date and (b) the date upon
                     which a Change in Control shall occur.
                  

                  2. Notional Unit Award.

                  (a) Award. In consideration of the Grantee's past and/or continued employment
                     with or service to the Company and/or a Subsidiary or affiliate
                     thereof and for other good and valuable consideration, effective as
                     of the Grant Date, the Grantee is hereby granted an Award consisting
                     of the number of Notional Units set forth above, which will be
                     subject to (i) forfeiture or conversion into a right to receive
                     unrestricted Common Shares or restricted Common Shares (such
                     restricted Common Shares, "Restricted Shares") to the extent provided in Sections 2 and 3, and (ii) the terms and conditions otherwise set forth in the Plan
                     and this Agreement.
                  

                  (b) Effect of Termination of Employment and Change in Control.

                  (i) Except as provided in Section 2(b)(iii), if, prior to the Share Issuance Date, a Termination of Employment
                     of the Grantee occurs for any reason other than those reasons
                     described in Section 2(b)(ii), then all Notional Units shall automatically and immediately be
                     forfeited by the Grantee without any action by any other person or
                     entity and for no consideration whatsoever, and the Grantee and any
                     beneficiary or personal representative thereof, as the case may be,
                     will be entitled to no payments or benefits with respect to the
                     Notional Units.
                  

                  (ii) Except as provided in Section 2(b)(iii), if, prior to the Share Issuance Date, a Termination of Employment
                     of the Grantee (1) without Cause by the Company, (2) with Good Reason
                     by the Grantee, or (3) due to the Grantee's death or Disability,
                     occurs, the Grantee shall be entitled on the Share Issuance Date to
                     the number of Common Shares equal to the number of Restricted Shares
                     he or she would have received pursuant to Section 3(b) as if no Termination of Employment of the Grantee had occurred,
                     multiplied by a fraction, the numerator of which is the number of
                     days from the Effective Date to and including the date of Termination
                     of Employment of the Grantee, and the denominator of which is the
                     total number of days from the Effective Date to and including the
                     Measurement Date, which Common Shares shall be fully vested upon
                     issuance. On the Share Issuance Date, all Notional Units shall
                     automatically and immediately be forfeited by the Grantee without any
                     action by any other person or entity and for no other consideration
                     whatsoever, and the Grantee and any beneficiary or personal
                     representative thereof, as the case may be, will be entitled to no
                     further payments or benefits with respect to the Notional Units.
                  

                  (iii) Notwithstanding anything to the contrary, on the date of a
                     Change in Control occurring on or prior to the Measurement Date,
                     subject to the Grantee's continued employment with the Company from
                     the Grant Date through the date of such Change in Control, the
                     Company shall issue to the Grantee, immediately prior to such Change
                     in Control, that number of Common Shares determined as follows (which
                     Common Shares shall be fully vested upon issuance):
                  

                  (x) If, as of the date of such Change in Control, the Total Return to
                     Shareholders is equal to or greater than the CIC Minimum Total Return
                     to Shareholders, then the Company shall issue to the Grantee that
                     number of Common Shares equal to the number of Notional Units held by
                     the Grantee on the Share Issuance Date multiplied by the Notional
                     Unit Conversion Ratio (and, for purposes of determining the Notional
                     Unit Conversion Ratio, the Maximum Total Return to Shareholders and
                     the maximum amount of dividends taken into account in subsection (d)
                     of the definition of "Notional Unit Conversion Ratio" shall be
                     adjusted in the same manner as Minimum Return to Shareholders is
                     adjusted in determining the CIC Minimum Return to Shareholders);
                  

                  (y) If, as of the date of such Change in Control, the Total Return to
                     Shareholders is less than the CIC Minimum Total Return to
                     Shareholders and is less than the 50th Percentile for the period
                     beginning on the Grant Date and ending on the Valuation Date, then no
                     Common Shares will be issued to the Grantee;
                  

                  (z) If, as of the date of such Change in Control, the Total Return to
                     Shareholders is less than the CIC Minimum Total Return to
                     Shareholders, but is equal to or greater than the 50th Percentile for
                     the period beginning on the Grant Date and ending on the Valuation
                     Date, then the Company shall issue to Grantee that number of Common
                     Shares equal to the number of Notional Units held by the Grantee on
                     the Share Issuance Date.
                  

               

            

         

         			

         			

         			

      

      
         
            
               
                  In consideration for the Common Shares granted pursuant to this Section 2(b)(iii), all Notional Units shall automatically and immediately be forfeited
                     by the Grantee without any action by any other person or entity and
                     for no other consideration whatsoever, and the Grantee and any
                     beneficiary or personal representative thereof, as the case may be,
                     will be entitled to no further payments or benefits with respect to
                     the Notional Units.
                  

                  3. Restricted Shares.
                  

                  (a) Grant of Restricted Shares. Subject to Section 3(f), on the Share Issuance Date, the Company shall deliver to the
                     Grantee (or any transferee permitted under Section 5) a number of Restricted Shares (either by delivering one or more
                     certificates for such shares or by entering such shares in book entry
                     form, as determined by the Company in its sole discretion) equal to
                     the number of Restricted Shares that are issuable pursuant to Section 3(b). Upon the Share Issuance Date, all Notional Units shall
                     automatically and immediately be forfeited by the Grantee without any
                     action by any other person or entity and for no other consideration
                     whatsoever, and the Grantee and any beneficiary or personal
                     representative thereof, as the case may be, will be entitled to no
                     further payments or benefits with respect to the Notional Units.
                     Notwithstanding the foregoing, in the event Restricted Shares cannot
                     be issued pursuant to Sections 3(f)(i), then the Restricted Shares shall be issued pursuant to the
                     preceding sentence at the earliest date at which the Committee
                     reasonably anticipates that Restricted Shares can again be issued in
                     accordance with Sections 3(f)(i).
                  

                  (b) Number of Restricted Shares. The number of Restricted Shares that shall be granted pursuant to
                     the Notional Units shall be determined based on the Total Return to
                     Shareholders on the Valuation Date and shall be determined as follows:
                  

                  (i) If, as of the Valuation Date, the Total Return to Shareholders is
                     equal to or greater than the Minimum Total Return to Shareholders,
                     then the Company shall issue to the Grantee that number of Restricted
                     Shares equal to the number of Notional Units held by the Grantee on
                     the Share Issuance Date multiplied by the Notional Unit Conversion
                     Ratio.
                  

                  (ii) If, as of the Valuation Date, the Total Return to Shareholders
                     is less than the Minimum Total Return to Shareholders and is less
                     than the 50th Percentile for the period beginning on the Grant Date
                     and ending on the Valuation Date, then no Restricted Shares will be
                     issued to the Grantee.
                  

                  (iii) If, as of the Valuation Date, the Total Return to Shareholders
                     is less than the Minimum Total Return to Shareholders, but is equal
                     to or greater than the 50th Percentile for the period beginning on
                     the Grant Date and ending on the Valuation Date, then the Company
                     shall issue to the Grantee that number of Restricted Shares equal to
                     the number of Notional Units held by the Grantee on the Share
                     Issuance Date.
                  

                  The number of Restricted Shares that the Grantee shall be entitled to
                     pursuant to the Notional Units shall be determined by the Committee
                     in its sole good faith discretion. The Grantee will not become
                     entitled to Restricted Shares with respect to the Notional Units
                     subject to this Agreement unless and until the Committee determines
                     the Total Return to Shareholders and, if required for calculation of
                     the number of Restricted Shares to be issued pursuant to Sections 3(b)(ii) and (iii), the 50th Percentile. Upon such determination by the Committee and
                     subject to the provisions of the Plan and this Agreement, the Grantee
                     shall be entitled to a number of Restricted Shares equal to the
                     number that is determined pursuant to this Section 3(b).
                  

                  (c) Vesting of Restricted Shares. Except as provided in Section 3(d), all of the Restricted Shares granted on the Share Issuance Date as
                     provided in this Section 3 shall vest on December 31, 2014.
                  

                  (d) Effect of Termination of Employment and Change in Control.

                  (i) Except as provided in Section 3(d)(iii), if, on or after the Share Issuance Date, a Termination of
                     Employment of the Grantee occurs for any reason other than those
                     reasons described in Section 3(d)(ii), then all Restricted Shares that remain unvested at such time shall
                     automatically and immediately be forfeited by the Grantee without any
                     action by any other person or entity and for no consideration
                     whatsoever, and the Grantee and any beneficiary or personal
                     representative thereof, as the case may be, will be entitled to no
                     payments or benefits with respect to the Restricted Shares.
                  

                  (ii) If, on or after the Share Issuance Date, a Termination of
                     Employment of the Grantee (1) without Cause by the Company, (2) with
                     Good Reason by the Grantee, or (3) due to the Grantee's death or
                     Disability, occurs, then all of the Grantee's Restricted Shares shall
                     automatically and immediately vest.
                  

                  (iii) On the date of a Change in Control occurring after the
                     Measurement Date, subject to the Grantee's continued employment with
                     the Company from the Grant Date through the date of such Change in
                     Control, all unvested Restricted Shares shall, immediately prior to
                     such Change in Control, automatically and immediately vest.
                  

                  (e) Rights as Shareholder. The Grantee shall not be, nor have any of the rights or privileges
                     of, a shareholder of the Company, including, without limitation,
                     voting rights and rights to dividends, in respect of the Notional
                     Units or any Restricted Shares underlying the Notional Units and
                     deliverable hereunder unless and until such Restricted Shares have
                     been issued to the Grantee, and held of record by the Grantee (as
                     evidenced by the appropriate entry on the books of the Company or of
                     a duly authorized transfer agent of the Company).
                  

                  (f) Conditions on Delivery of Restricted Shares. The Restricted Shares deliverable hereunder, or any portion
                     thereof, may be either previously authorized but unissued Common
                     Shares or issued Common Shares which have then been reacquired
                  

               

            

         

         			

         			

         			

      

      
         
            
               
                  by the Company. Such Common Shares shall be fully paid and
                     nonassessable. The Company shall not be required to issue or deliver
                     any Common Shares issuable hereunder (i) if such issuance would
                     violate any applicable law, rule or regulation and (ii) prior to the
                     receipt by the Company of payment of any applicable withholding tax,
                     which may be in one or more of the forms of consideration permitted
                     under Section 3(g).
                  

                  (g) Withholding and Taxes. Notwithstanding anything to the contrary in this Agreement, the
                     Company shall be entitled to require payment by the Grantee of any
                     sums required by applicable law to be withheld with respect to the
                     grant of the Notional Units or the grant or vesting of the Restricted
                     Shares related thereto. Such payment shall be made by deduction from
                     other compensation payable to the Grantee or in such other form of
                     consideration acceptable to the Company which may, in the sole
                     discretion of the Committee, include:
                  

                  (i) Cash or check;

                  (ii) Surrender of Common Shares held for such period of time as may
                     be required by the Committee in order to avoid adverse accounting
                     consequences and having a Fair Market Value on the date of delivery
                     equal to the minimum amount required to be withheld by statute; or
                  

                  (iii) Other property acceptable to the Committee.

                  The Company shall not be obligated to deliver any new certificate
                     representing the Restricted Shares to the Grantee or the Grantee's
                     legal representative or enter such Restricted Shares in book entry
                     form unless and until the Grantee or the Grantee's legal
                     representative shall have paid or otherwise satisfied in full the
                     amount of all federal, state and local taxes applicable to the
                     taxable income of the Grantee resulting from the grant of the
                     Notional Units or the grant or vesting of Restricted Shares related
                     thereto.
                  

                  4. Dividends.
                  

                  (a) Upon the grant of Common Shares pursuant to Section 2(b)(ii), the Grantee shall be entitled to receive, for each Common Share
                     granted, an amount equal to the per share amount of all dividends
                     declared with respect to Common Shares with a record date on or after
                     the Effective Date to and including the date of the Termination of
                     Employment of the Grantee. After the date of grant of the Common
                     Shares pursuant to Section 2(b)(ii), the holder of such Common Shares shall be entitled to receive
                     dividends in the same manner as dividends are paid to all other
                     holders of Common Shares.
                  

                  (b) Upon the grant of Common Shares pursuant to Section 2(b)(iii), the Grantee shall be entitled to receive, for each Common Share
                     granted, an amount equal to the per share amount of all dividends
                     declared with respect to Common Shares with a record date on or after
                     the Effective Date to and including the date of the Change in
                     Control. After the date of grant of the Common Shares pursuant to Section 2(b)(iii), the holder of such Common Shares shall be entitled to receive
                     dividends in the same manner as dividends are paid to all other
                     holders of Common Shares.
                  

                  (c) Upon grant of the Restricted Shares pursuant to Section 3(a), the Grantee shall be entitled to receive, for each of the
                     Restricted Shares (whether vested or unvested), an amount in cash
                     equal to the per share amount of all dividends declared with respect
                     to the Common Shares with a record date on or after the Effective
                     Date and before the Share Issuance Date (other than those with
                     respect to which an adjustment was made pursuant to Section 6); provided that, notwithstanding the foregoing, if on the Valuation Date the
                     Total Return to Shareholders exceeds the Maximum Total Return to
                     Shareholders, then the amount the Grantee shall be entitled to
                     receive pursuant to this Section 4(c) shall equal the product of (a) the per share amount of all dividends
                     declared with respect to the Common Shares with a record date on or
                     after the Effective Date and before Share Issuance Date (other than
                     those with respect to which an adjustment was made pursuant to Section 6) and (b) the number of Restricted Shares the Grantee would have
                     received had the Total Return to Shareholders equaled the Maximum
                     Total Return to Shareholders on the Valuation Date. After the Share
                     Issuance Date, the holder of Restricted Shares (whether vested or
                     unvested) shall be entitled to receive the per share amount of any
                     dividends declared with respect to Common Shares for each Restricted
                     Share (whether vested or unvested) held on the record date of each
                     such dividend and each such dividend shall be paid in the same manner
                     as dividends are paid to the holders of Common Shares.
                  

                  (d) Except as provided in this Section 4, the Grantee shall not be entitled to receive any payments in lieu
                     of or in connection with dividends with respect to any Notional Units
                     and/or Restricted Shares.
                  

                  5. Restrictions on Transfer. The Notional Units may not be sold, assigned, transferred, pledged,
                     hypothecated, given away or in any other manner disposed of,
                     encumbered, whether voluntarily or by operation of law (each such
                     action, "Transfer"). The Restricted Shares may not be Transferred, unless and until
                     such Restricted Shares have been granted and have fully vested.
                     Neither the Notional Units, the Restricted Shares nor any interest or
                     right therein shall be liable for the debts, contracts or engagements
                     of the Grantee or his or her 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 force or effect, except to the extent that
                     such disposition is permitted by the preceding sentence.
                  

               

            

         

         			

         			

         			

      

      
         
            
               
                  6. Changes in Capital Structure. In addition to any actions by the Committee permitted under Section 10.3 of the Plan, if (1) the Company shall at any time be involved in a
                     merger, consolidation, dissolution, liquidation, reorganization,
                     exchange of shares, sale of all or substantially all of the assets or
                     shares of the Company or a transaction similar thereto, (2) any stock
                     dividend, stock split, reverse stock split, stock combination,
                     reclassification, recapitalization, significant repurchases of shares
                     or other similar change in the capital structure of the Company, or
                     any distribution to holders of Common Shares other than regular cash
                     dividends, shall occur, or (3) any other event shall occur for which,
                     in its sole discretion, the Committee determines action by way of
                     adjusting the terms of the Award is necessary or appropriate, then
                     the Committee shall take such action as in its sole discretion shall
                     be necessary or appropriate to maintain the Grantee's rights
                     hereunder so that they are substantially proportionate to the rights
                     existing under this Agreement prior to such event, including, without
                     limitation, adjustments in the number and/or terms and conditions of
                     the Notional Units or Restricted Shares, Common Share Price, Total
                     Return to Shareholders and payments to be made pursuant to Section 4. The Grantee acknowledges that the Notional Units and Restricted
                     Shares are subject to amendment, modification and termination in
                     certain events as provided in this Section 6 and Section 10.3 of the Plan.
                  

                  7. Miscellaneous.

                  (a) Administration. The Committee shall have the power to interpret the Plan and this
                     Agreement and to adopt such rules for the administration,
                     interpretation and application of the Plan as are consistent
                     therewith and to interpret, amend or revoke any such rules. All
                     actions taken and all interpretations and determinations made by the
                     Committee in good faith shall be final and binding upon the Grantee,
                     the Company and all other interested persons. No member of the
                     Committee or the Board shall be personally liable for any action,
                     determination or interpretation made in good faith with respect to
                     the Plan, this Agreement, the Notional Units or the Restricted Shares.
                  

                  (b) Amendments. To the extent permitted by the Plan, this Agreement may be amended,
                     modified, suspended or terminated at any time and from time to time
                     by the Committee or the Board; provided that, except as otherwise provided in the Plan, any such amendment,
                     modification, suspension or termination that adversely affects the
                     rights of the Grantee in a material way must be consented to by the
                     Grantee to be effective as against him or her.
                  

                  (c) Incorporation of Plan. The provisions of the Plan are hereby incorporated by reference as
                     if set forth herein. If and to the extent that any provision
                     contained in this Agreement is inconsistent with the Plan, the Plan
                     shall govern.
                  

                  (d) Severability. In the event that one or more of the provisions of this Agreement
                     may be invalidated for any reason by a court, any provision so
                     invalidated will be deemed to be separable from the other provisions
                     hereof, and the remaining provisions hereof will continue to be valid
                     and fully enforceable.
                  

                  (e) Governing Law. This Agreement is made under, and will be construed in accordance
                     with, the laws of the State of North Carolina, without giving effect
                     to the principle of conflict of laws of such State or any other
                     jurisdiction.
                  

                  (f) No Obligation to Continue Position as an Employee. Neither the Company nor any Subsidiary or affiliate thereof is
                     obligated by or as a result of this Agreement to continue to have the
                     Grantee as an employee and this Agreement shall not interfere in any
                     way with the right of the Company or any Subsidiary or affiliate
                     thereof to terminate the Grantee as an employee at any time, except
                     to the extent expressly provided otherwise in a written agreement
                     between the Company or a Subsidiary or affiliate thereof and
                     the Grantee.
                  

                  (g) Notices. Notices hereunder shall be mailed or delivered to the Company in
                     care of the Secretary of the Company at its principal place of
                     business, and shall be mailed or delivered to the Grantee at the
                     address on file with the Company or, in either case, at such other
                     address as one party may subsequently furnish to the other party in
                     writing. Any notice shall be deemed duly given when sent via email or
                     when sent by certified mail (return receipt requested) and deposited
                     (with postage prepaid) in a post office or branch post office
                     regularly maintained by the United States Postal Service.
                  

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

                  (i) Conformity to Securities Laws.

                  (i) The Grantee will use his or her best efforts to comply with all
                     applicable securities laws. The Grantee acknowledges that the Plan
                     and this Agreement are intended to conform to the extent necessary
                     with all provisions of the Securities Act of 1933, as amended, and
                     the Exchange Act and any and all regulations and rules promulgated by
                     the Securities and Exchange Commission thereunder, and state
                     securities laws and regulations. Notwithstanding anything herein to
                     the contrary, the Plan and this Agreement shall be administered, and
                     the Notional Units and/or Restricted Shares shall be granted, only in
                     such a manner as to conform to such laws, rules and regulations. To
                     the extent permitted by applicable law, the Plan and this Agreement
                     shall be deemed amended to the extent necessary to conform to such
                     laws, rules and regulations.
                  

                  (ii) Notwithstanding any other provision of the Plan or this
                     Agreement, if the Grantee is subject to Section 16 of the Exchange
                     Act, the Plan, this Agreement, the Notional Units, and the Restricted
                     Shares 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,
                     this Agreement shall be deemed amended to the extent necessary to
                     conform to such applicable exemptive rule.
                  

                  (j) Successors and Assigns. The Company may assign any of its rights under this Agreement to
                     single or multiple assignees, and this Agreement shall inure to the
                     benefit of the successors and assigns of the Company. Subject to the
                     restrictions on transfer herein set forth in Section 5, this Agreement shall be binding upon the Grantee and his or her
                     heirs, executors, administrators, successors and assigns.
                  

                  (k) Entire Agreement. The Plan and this Agreement constitute the entire agreement of the
                     parties and supersede in their entirety all prior undertakings and
                     agreements of the Company and the Grantee with respect to the subject
                     matter hereof.
                  

                  (l) Section 409A. This Agreement is intended to comply with or be exempt from Section
                     409A and, to the extent applicable, this Agreement shall be
                     interpreted in accordance with Section 409A. However, notwithstanding
                     any other provision of the Plan or this Agreement, if at any time the
                     Committee determines that the Notional Units and/or the Restricted
                     Shares (or any portion thereof) may be subject to Section 409A, the
                     Committee shall have the right in its sole discretion (without any
                     obligation to do so or to indemnify the Grantee or any other person
                     for failure to do so) to adopt such amendments to the Plan or this
                     Agreement, or adopt other policies and procedures (including
                     amendments, policies and procedures with retroactive effect), or take
                     any other actions, as the Committee determines are necessary or
                     appropriate either for the Notional Units and/or Restricted Shares to
                     be exempt from the application of Section 409A or to comply with the
                     requirements of Section 409A.
                  

                  (m) Limitation on the Grantee's Rights. Participation in the Plan confers no rights or interests other than
                     as herein provided. This Agreement creates only a contractual
                     obligation on the part of the Company as to amounts payable and shall
                     not be construed as creating a trust. Neither the Plan nor any
                     underlying program, in and of itself, has any assets. The Grantee
                     shall have only the rights of a general unsecured creditor of the
                     Company with respect to amounts credited and benefits payable, if
                     any, with respect to the Notional Units and the Restricted Shares,
                     and rights no greater than the right to receive Common Shares as a
                     general unsecured creditor with respect to Notional Units and the
                     Restricted Shares, as and when payable hereunder.
                  

                  (n) Counterparts. This Agreement may be signed in counterparts, each of which shall
                     be an original, with the same effect as if the signatures thereto and
                     hereto were upon the same instrument.
                  

                    

                  [signature page follows]

               

            

         

         			

         			

         			

      

      
         
            
               
                  IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
                     executed as of the first day written above.
                  

                  	 	 	 	 	 	 	 	 	 


                        	 	 	 	 	 	 
	 	 	 	 	TANGER FACTORY OUTLET CENTERS, INC.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	By: ___________________________________	 
	 	 	 	 	 	 	 	Name: Steven B. Tanger	 
	 	 	 	 	 	 	 	Title: President and Chief Executive Officer	 
	 	 	 	 	 	 
	 	 	 	 	GRANTEE	 
	 	 	 	 	 	 
	 	 	 	 	
                              _________________________________________


                              Name:


                           	 



               

            

         

         			

         			

         			

      

      
         
            
               
                  EXHIBIT A

                  [List of Peer Group]