AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                         Effective as of January 1, 2005

     THIS  AMENDED AND RESTATED  AGREEMENT is executed and made  effective as of
January 1, 2005 between TANGER PROPERTIES LIMITED PARTNERSHIP,  a North Carolina
Limited  Partnership,  whose address is P.O. Box 10889,  Greensboro,  N.C. 27404
(the  "Company")  and WILLARD ALBEA CHAFIN,  JR., a resident of North  Carolina,
whose address is 8301 Case Ridge Drive,  Oak Ridge,  North  Carolina  27310 (the
"Chafin").

                                    RECITALS

     A. Company and Chafin entered into an Employment  Agreement  dated March 7,
1990 which was amended and  restated  as of October 11,  1993,  January 1, 1996,
January 1, 1999 and January 1, 2002.

     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.  Company  agrees  to employ  Chafin  during  the  term  of this
Agreement.  Chafin agrees to devote  substantial time and attention and his best
efforts  to the  business  affairs  of  the  Company.  During  the  term  of his
employment  hereunder,  Chafin  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.  Chafin  will  serve as a  Executive  Vice  President  of the  Company,
Leasing, Marketing,  Operations, Real Estate and will perform duties assigned to
him by the  Company  in all phases of the  Company's  business.  Chafin'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.  Chafin 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 Company's  shopping centers and the
development of a good  communications  program  between Company and its tenants.
Chafin will be required to engage in  extensive  travel and Chafin will work out
of Company's Greensboro, North Carolina office.

2.   TERM. The term of this Agreement as herein amended and restated shall begin
on January 1, 2005 and shall end on  December  31,  2007 (the  "Contract  Term")
unless sooner  terminated as herein  provided.  The twelve calendar month period
beginning on January 1, 2005 and ending December 31, 2005 and each calendar year
thereafter  during  the  Contract  Term is  sometimes  herein  referred  to as a
"Contract Year".


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<PAGE>

     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 Company  and shall  remain  binding  upon any  successor  of the
Company or transferee of the Company's business.

3.   COMPENSATION.  As compensation for  Executive's services performed pursuant
to this  Agreement, Company will  pay  Executive  an  "Annual  Base  Salary"  of
$280,783.00  for the Contract Year beginning  January 1, 2005 and an Annual Base
Salary for each  Contract  year  thereafter  in an amount  set by the  Company's
Executive Compensation Committee but not less than $280,783.00.  The Annual Base
Salary  shall  be paid in equal  installments  in  arrears  in  accordance  with
Company's regular pay schedule.

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

     Chafin will be reimbursed for any necessary and reasonable expense incurred
by Chafin in performing the services  requested of him by the Company during the
term of employment.  At least monthly,  Chafin 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 Chafin hereunder as required by law.

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

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

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

     B. Upon the  disability of Chafin.  "Disability"  for these  purposes shall
mean Chafin'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. Chafin 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;

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<PAGE>

     D. By Company,  if Chafin 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 Chafin's death.

     Upon  termination  of  Chafin's  employment,  Chafin  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 Chafin's  employment  is  terminated  by reason of his death or
     disability  during the Contract  Term,  the Company will pay Chafin (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 Chafin's employment is terminated;

          (2) If Company  materially  breaches this Agreement and this Agreement
     is terminated or rescinded by Chafin,  in addition to the  compensation due
     Chafin under Section 3 hereinabove,  Company shall pay Chafin as additional
     compensation an amount equal to the Annual Base Salary payable hereunder in
     the Contract  Year within which  Chafin'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 Chafin shall
     terminate or rescind this Agreement in writing;

          (3) If Chafin's  employment is not terminated  prior to the end of the
     Contract Term and if Chafin offers to extend the term of his  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  Chafin's  employment,  the Company
     shall pay Chafin 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.

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<PAGE>

6.   COVENANT AGAINST COMPETITION AND NON-DISCLOSURE .

     A. Covenant  Against  Competition.  Chafin covenants and agrees that during
Chafin's  employment and for a period of one year after he ceases to be employed
by Company, Chafin 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 Chafin's  employment  hereunder or in any state in which the Company
owns or operates a retail shopping  facility or within the 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 Chafin's employment.

     B. Disclosure of Information.  Chafin  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.  Chafin 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.  Chafin 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.

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<PAGE>


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

     E. Company's Remedies. Chafin covenants and agrees that if he shall violate
any of his covenants or agreements  contained in this Item,  then 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 Chafin:

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

        2.  Company shall  be  entitled to an  accounting  and  repayment of all
profits, compensation, commissions, remunerations or other benefits that Chafin,
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.

7. NOTICES.

     Any notice  required or  permitted to be given  pursuant to this  Agreement
shall be hand delivered or sent by certified mail, return receipt requested,  to
the address of the party to whom it is directed as set forth below:

         Company:                   Tanger Properties Limited Partnership
                                            c/o Stanley K. Tanger
                                            P.O. Box 10889
                                            Greensboro, N.C.  27404

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


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<PAGE>

         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 GP TRUST, its sole General Partner

                                 By: /s/ Stanley K. Tanger
                                 Stanley K. Tanger, Chief Executive Officer
                                 and Chairman of the Board





                                            WILLARD ALBEA CHAFIN, JR.


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