Exhibit 10.2
                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into and made
effective  as of  January  1,  2004  by  and  among  TANGER  PROPERTIES  LIMITED
PARTNERSHIP (the "Partnership"),  a North Carolina limited  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, 1998  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, 2006.


          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:



<PAGE>




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
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     (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;  (D) 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 (E) 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) "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.
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                    (i) "Contract Term" is defined in Section 2(b).

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, 2004 (the  "Commencement  Date") and
     shall end on December 31, 2006 (the "Initial Contract Term"). On January 1,
     2005 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, 2005 that the Contract  Term will not be  extended,  on
     January  1, 2005,  the  Contract  Term will be  extended  to and  including
     December 31, 2007.

     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.
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          (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
<PAGE>
     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,  2004 shall be  $400,000.  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.

          (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
<PAGE>
     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,
     the Executive shall receive such bonus or bonuses as the Company's Board of
     Directorsw  may from time to time  approve  including  without  limitations
     awards under the Company's Incentive Award 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  awards  granted  by the  Company to the
     Executive  pursuant  to the  Incentive  Award Plan of the  Company  and the
     Partnership  (the "Incentive  Award Plan"),  and the  Partnership  shall be
     liable for the remainder of the cost of the Executive's total  compensation
     (including any awards granted by the Partnership  pursuant to the Incentive
     Award Plan).

     The Company  Percentage  for each  Contract Year shall be determined by the
     Board of  Directors  of the Company  (in its  capacity as sole owner of the
     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.
<PAGE>
          (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.  In
     calculating  the  Executive's  Annual  Bonus or Average  Annual Bonus for a
     Contract  Year,  the amount of any  share-based  award under the  Incentive
     Award  Plan that the  Executive  is  required  to  recognize  as income for
     federal income tax purposes in a Contract Year shall be included as part of
     the Executive's Annual Bonus for that Contract Year.

          (b)  Termination by Death or Disability.  Upon the  termination of the
<PAGE>
     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
<PAGE>
     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
<PAGE>
     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
<PAGE>
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 10889
                           3200 Northline Avenue, Suite 360
                           Greensboro, NC 27404

                (b)        If to the Company, to:
                           Ms. Rochelle Simpson
                           Tanger Factory Outlets Centers, Inc.
                           P.O. Box 10889
                           3200 Northline Avenue, Suite 360
                           Greensboro, NC 27404

                (c)        If to the  Executive,  to:
                           Mr.  Steven B.  Tanger 110
                           East 59th St. 29th Floor
                           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.
<PAGE>
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


<PAGE>


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: _________________________________________

                      Print Name and Title: _______________________
                                       ----------------------------


                      TANGER PROPERTIES LIMITED PARTNERSHIP
                      a North Carolina Limited Partnership

                      By:  TANGER GP TRUST, its sole General Partner

                      By: ________________________________________


                      Print Name and Title: ______________________
                                       ------------------------------



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 FACTORY OUTLET CENTERS, INC.,
                      a North Carolina Corporation

                      By: _________________________________________

                      Print Name and Title: __________________________
                                       --------------------------------
<PAGE>
                      TANGER PROPERTIES LIMITED PARTNERSHIP
                      a North Carolina Limited Partnership

                      By:  TANGER GP TRUST, its sole General Partner

                      By: ________________________________________


                      Print Name and Title: __________________________
                                       --------------------------------