Exhibit 10.19

                           RESTRICTED SHARE AGREEMENT

     THIS RESTRICTED SHARE AGREEMENT (this  "Agreement") is made effective as of
_________  __,  _______,   between  Tanger  Factory  Outlet  Centers,   Inc.,  a
corporation  organized  under  the  laws of the  State of  North  Carolina  (the
"Company"),   Tanger  Properties  Limited  Partnership,  a  limited  partnership
organized  under the laws of the State of North Carolina (the  "Employer"),  and
_____________ (the "Restricted Shareholder").

     WHEREAS,  the Company has  established  the Amended and Restated  Incentive
Award Plan of Tanger Factory Outlet Centers,  Inc. and Tanger Properties Limited
Partnership (the "Plan");

     WHEREAS,  the Company  wishes to carry out the Plan (the terms of which are
hereby incorporated by reference and made a part of this Agreement);

     WHEREAS, the Plan provides for the issuance of the Company's common shares,
no par value (the  "Common  Shares"),  subject to certain  restrictions  thereon
("Restricted Shares");

     WHEREAS,  the  Committee,  appointed to administer the Plan, has determined
that it would be to the  advantage  and in the best  interest of the Company and
its  shareholders  to issue the  Restricted  Shares  provided  for herein to the
Restricted  Shareholder  as an inducement to enter into or remain in the service
of the  Employer,  the  Company  or any  Subsidiary,  and  as an  incentive  for
increased  efforts during such service,  and has advised the Company thereof and
instructed the undersigned officer to issue said Restricted Shares; and

     WHEREAS,  all capitalized  terms used herein without  definition shall have
the meanings ascribed to such terms in the Plan.

     NOW,  THEREFORE,  in consideration of the mutual covenants herein contained
and for  other  good and  valuable  consideration,  receipt  of which is  hereby
acknowledged, the parties hereto do hereby agree as follows:

                                   ARTICLE I.
                           AWARD OF RESTRICTED SHARES

     Section 1.1 - Award of Restricted Shares

     For good and valuable consideration,  on the date hereof the Company hereby
issues to the  Restricted  Shareholder  _____  Common  Shares upon the terms and
conditions  set forth in this  Agreement at a purchase price of $0.00 per share.
Notwithstanding  anything to the contrary  anywhere else in this Agreement,  the
Restricted  Shares are subject to the terms,  definitions  and provisions of the
Plan, which is incorporated herein by reference.
<PAGE>

     Section 1.2 - Consideration to Company

     In consideration for the issuance of Restricted Shares by the Company,  the
Restricted  Shareholder  agrees to render faithful and efficient services to the
Employer,  the Company or any Subsidiary (as  applicable),  with such duties and
responsibilities  as shall  from  time to time be  prescribed.  Nothing  in this
Agreement or in the Plan shall confer upon the Restricted  Shareholder any right
to continue in the service of the  Employer,  the Company or any  Subsidiary  or
shall  interfere  with or  restrict in any way the rights of the  Employer,  the
Company or any Subsidiary, which are hereby expressly reserved, to discharge the
Restricted  Shareholder at any time for any reason  whatsoever,  with or without
cause.

                                   ARTICLE II.
                                  RESTRICTIONS

Section 2.1 - Forfeiture of Restricted Shares

Immediately  upon the Restricted  Shareholder's  Termination of Employment,  the
Restricted  Shareholder shall forfeit any and all Restricted Shares then subject
to Restrictions and the Restricted Shareholder's rights in any Restricted Shares
then subject to Restrictions shall lapse; provided,  however, no such forfeiture
shall exist in the event of:

     (a)  Restricted  Shareholder's  Termination  of  Employment by Employer (i)
other than for Cause or (ii) because of Restricted Shareholder's Disability;

     (b)  The  Restricted   Shareholder's   Termination  of  Employment  by  the
Restricted Shareholder for Good Reason; or

     (c) Upon Restricted  Shareholder's retirement after attaining [_____] years
of  age,  if the  Committee,  in  its  sole  discretion,  determines  that  such
forfeiture  shall  not  exist.   For  purposes  of  this  Agreement,   the  term
"Restrictions"  shall mean the exposure to forfeiture  set forth in this Section
2.1 and the restrictions on sale or other transfer set forth in Sections 2.4 and
2.5 and the terms  "Cause,  "Good Reason" and  "Disability"  shall have the same
meaning as those terms have in Restricted Shareholder's employment contract with
Employer.

Section 2.2 -  Legend

     Certificates   representing  Restricted  Shares  issued  pursuant  to  this
Agreement shall,  until all  Restrictions  lapse and new certificates are issued
pursuant to Section 2.3(b) hereof, bear the following legend:

     "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE,
     REACQUISITION AND CERTAIN  RESTRICTIONS ON TRANSFERABILITY  UNDER THE TERMS
     OF THAT CERTAIN  RESTRICTED  SHARE  AGREEMENT BY AND BETWEEN TANGER FACTORY
<PAGE>
     OUTLET  CENTERS,  INC.,  TANGER  PROPERTIES  LIMITED  PARTNERSHIP  AND  THE
     REGISTERED  OWNER  OF SUCH  SECURITIES,  AND  SUCH  SECURITIES  MAY NOT BE,
     DIRECTLY OR INDIRECTLY,  OFFERED,  TRANSFERRED,  SOLD,  ASSIGNED,  PLEDGED,
     HYPOTHECATED  OR  OTHERWISE  DISPOSED  OF UNDER ANY  CIRCUMSTANCES,  EXCEPT
     PURSUANT TO THE PROVISIONS OF SUCH AGREEMENT."

Section 2.3 -  Lapse of Restrictions

     (a) Subject to Sections 2.1 and 3.4 hereof,  the  Restrictions  shall lapse
with respect to fifty percent (50%) of the Restricted  Shares in accordance with
the following schedule:

     --------------------------------------- -------------------------------
     Date                                    Portion of
                                             Restricted Shares No
                                             Longer Subject to
                                             Restrictions
     --------------------------------------- -------------------------------
     December 31, 2005                       10%
     --------------------------------------- -------------------------------
     December 31, 2006                       10%
     --------------------------------------- -------------------------------
     December 31, 2007                       10%
     --------------------------------------- -------------------------------
     December 31, 2008                       10%
     --------------------------------------- -------------------------------
     December 31, 2009                       10%
     --------------------------------------- -------------------------------

(b) Subject to  Sections  2.1 and 3.4 hereof,  the  Restrictions  on ten percent
(10%)  of the  Restricted  Shares  shall  lapse  on  December  31 of each of the
Company's five fiscal years  beginning with the fiscal year ending  December 31,
2005 (each a "Targeted  Fiscal Year") with respect to which the Company achieves
one of the following target levels for Total Return  Performance  ("TRP") either
for the Targeted  Fiscal Year ending on that date or an average TRP for that and
all prior Targeted  Fiscal Years:  (i) Company TRP equals or exceeds 110% of the
TRP for the Morgan  Stanley  REIT Index,  or (ii)  Company TRP equals or exceeds
10%, or (iii) Company TRP is in the top 50% of the TRP reported by the companies
in the Company's Peer Group.  For these  purposes,  "TRP" means the total return
performance of a company's  common shares as reported in that  company's  annual
proxy statement and the Company's "Peer Group" is set forth on attached  Exhibit
D.

         The following are examples of the method of determining whether the
average TRS target levels are achieved:
<PAGE>
          Example #1: Assume that the Company's TRS expressed as a percentage of
          the Morgan  Stanley REIT Index is 100% for 2005;  120% for 2006;  105%
          for 2007; 110% for 2008 and 115% for 2009.

          On  12/31/05,  the  Restriction  will not lapse  with  respect  to any
          Restricted  Shares for FY2005 for  achievement of this targeted level;
          on 12/31/06, Restrictions will lapse with respect to 10% of the shares
          for each of FY2005 and  FY2006;  on  12/31/07,  Restrictions  will not
          lapse with respect to any shares for FY2007; on 12/31/08, Restrictions
          will lapse  with  respect  to 10% of the  shares  for  FY2008;  and on
          12/31/09,  Restrictions  will lapse with respect to 10% percent of the
          shares for each of FY2007 and FY2009.

          Example #2:  Assume  that the  Company's  TRS is 9% for 2005;  12% for
          2006; 8% for 2007; 10% for 2008 and 11% for 2009.

          On  12/31/05,  Restrictions  will not lapse with respect to any of the
          Restricted  Shares for FY2005 for  achievement of this targeted level;
          on 12/31/06, Restrictions will lapse with respect to 10% of the shares
          for each of FY2005 and  FY2006;  on  12/31/07,  Restrictions  will not
          lapse with respect to any shares for FY2007; on 12/31/08, Restrictions
          will lapse  with  respect  to 10% of the  shares  for  FY2008;  and on
          12/31/09,  Restrictions  will lapse with respect to 10% percent of the
          shares for each of FY2007 and FY2009.

          Example  #3:  Assume  that  the  Company's  TRS  is in  the  following
          percentiles of its peer group:  55th for 2005; 45th for 2006; 54th for
          2007; 50th for 2008 and 46th for 2009.

          On  12/31/05,   Restrictions  will  not  lapse  with  respect  to  any
          Restricted  Shares for FY2005 for  achievement of this targeted level;
          on 12/31/06, Restrictions will lapse with respect to 10% of the shares
          for each of FY2005 and  FY2006;  on  12/31/07,  Restrictions  will not
          lapse with respect to any shares for FY2007; on 12/31/08, Restrictions
          will lapse  with  respect  to 10% of the  shares  for  FY2008;  and on
          12/31/09,  Restrictions  will lapse with respect to 10% percent of the
          shares for each of FY2007 and FY2009.

Notwithstanding  anything to the contrary in this  Agreement,  in no event shall
the Restrictions lapse pursuant to this Section 2.3(b) with respect to more than
fifty percent (50%) of the  Restricted  Shares issued to Restricted  Shareholder
pursuant to Section 1.1.

     (c)  Restrictions  shall  lapse with  respect to any  remaining  Restricted
Shares upon Restricted  Shareholder's  Termination of Employment (i) by Employer
other than for Cause,  (ii) by Restricted  Shareholder for Good Reason, or (iii)
because of Restricted Shareholder's Disability.

     (d) Upon  the  lapse of the  Restrictions,  the  Company  shall  cause  new
certificates  to be issued  with  respect to such  shares and  delivered  to the
Restricted Shareholder or his or her legal representative,  free from the legend
provided  for  in  Section  2.2  hereof  and  any  of  the  other  Restrictions.
Notwithstanding the foregoing, no such new certificate shall be delivered to the
Restricted  Shareholder or his or her legal representative  unless and until the
Restricted Shareholder or his or her legal representative shall have paid to the
Company or the Employer, as applicable,  in cash, the full amount of all federal
and state withholding or other employment taxes applicable to the taxable income
of the Restricted  Shareholder  resulting from the grant of Restricted Shares or
the lapse of the Restrictions.
<PAGE>
Section 2.4 - Restricted Shares Not Transferable

     Until  the  Restrictions   hereunder  lapse  or  expire  pursuant  to  this
Agreement,  neither the  Restricted  Shares  (including  any shares  received by
holders  thereof  with  respect  to  Restricted  Shares  as a  result  of  share
dividends,  share splits or any other form of recapitalization) nor any interest
or right  therein or part thereof shall be liable for the debts,  contracts,  or
engagements of the  Restricted  Shareholder 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 effect;
provided,  however,  that,  subject to the  Ownership  Limit (as  defined in the
Articles of  Incorporation  of the Company),  this Section 2.4 shall not prevent
transfers by will or by the applicable laws of descent and distribution.

Section 2.5 - Restrictions on New Shares

     In the  event  that the  outstanding  Common  Shares  are  changed  into or
exchanged for a different  number or kind of capital shares or other  securities
of the Company or of another corporation (other than in connection with a Change
of   Control)   by   reason   of   merger,   consolidation,    recapitalization,
reclassification, share split, share dividend or combination of shares, such new
or additional or different shares or securities which are issued upon conversion
of or in exchange or substitution  for Restricted  Shares which are then subject
to Restrictions shall be considered to be Restricted Shares and shall be subject
to all of the Restrictions,  unless the Committee provides for the expiration of
the Restrictions on the Restricted Shares underlying the distribution of the new
or additional or different shares or securities.

Section 2.6 - Section 83(b)

     The  Restricted  Shareholder  covenants  that he or she  will  not  make an
election  under  Section  83(b) of the Code with  respect to the  receipt of any
Restricted  Shares  without  the consent of the  Company,  which the Company may
grant or withhold in its sole discretion.


                                  ARTICLE III.
                                  MISCELLANEOUS

Section 3.1 - Holding  Period and  Additional  Restrictions  as to Ownership and
Transfer

     (a) Notwithstanding any provision of this Agreement to the contrary, if the
Restricted  Shareholder is subject to Section 16 of the Exchange Act on the date
on which the Restricted  Shares are granted,  the  Restricted  Shares may not be
sold,  assigned or otherwise  transferred or exchanged until at least six months
and one day have  elapsed  from the date on which  the  Restricted  Shares  were
granted.

     (b) The Restricted Shares (whether or not the Restrictions have lapsed with
respect to such  Restricted  Shares)  shall be subject  to the  restrictions  on
ownership  and  transfer  set  forth in the  Articles  of  Incorporation  of the
Company.
<PAGE>
Section 3.2 - Conditions to Issuance of Share Certificates

     Restricted Shares may be either  previously  authorized but unissued shares
or issued  shares which have then been  reacquired  by the Company.  Such shares
shall be fully paid and  nonassessable.  Neither the  Company  nor the  Employer
shall be required to issue or deliver any certificate or certificates for shares
pursuant  to  this  Agreement  prior  to  fulfillment  of all  of the  following
conditions:

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

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

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

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

     (e) The receipt by the Company of full payment for such  shares,  including
payment of any  applicable  withholding  tax to the Company or the Employer,  as
applicable.

Section 3.3 - Escrow

     (a) The Restricted  Shareholder hereby authorizes and directs the Secretary
of the Company,  or such other person designated by the Company, to transfer the
Restricted  Shares  which are subject to the  Restrictions  from the  Restricted
Shareholder  to the  Company or the  Employer,  as  applicable,  in the event of
forfeiture of such shares pursuant to Section 2.1.

     (b) To insure the availability  for delivery of the Restricted  Shares upon
forfeiture  pursuant to Section 2.1, the Restricted  Shareholder hereby appoints
the Secretary, or any other person designated by the Company as escrow agent, as
its attorney-in-fact to sell, assign and transfer unto the Company, such shares,
if any,  forfeited  pursuant to this Agreement and shall, upon execution of this
Agreement,  deliver and deposit with the Secretary of the Company, or such other
person  designated  by the  Company,  the share  certificates  representing  the
Restricted  Shares,  together with the share  assignment duly endorsed in blank,
attached hereto as Exhibit A. The Restricted  Shares and share  assignment shall
be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of
the Company and the Restricted  Shareholder  attached hereto as Exhibit B, until
all of the  Restrictions  expire  or shall  have been  removed.  [??As a further
condition to the Company's and the Employer's  obligations under this Agreement,
the spouse of the Restricted  Shareholder,  if any, shall execute and deliver to
the  Company  the Consent of Spouse  attached  hereto as Exhibit  C.??] Upon the
lapse of the  Restrictions  on the  Restricted  Shares,  the escrow  agent shall
promptly  deliver to the Restricted  Shareholder the certificate or certificates
representing  such  shares in the escrow  agent's  possession  belonging  to the
<PAGE>
Restricted Shareholder,  and the escrow agent shall be discharged of all further
obligations   hereunder;   provided,   however,  that  the  escrow  agent  shall
nevertheless  retain such  certificate  or  certificates  as escrow  agent if so
required pursuant to other restrictions imposed pursuant to this Agreement.

     (c) The Company, or its designee, shall not be liable for any act it may do
or omit to do with respect to holding the Restricted  Shares in escrow and while
acting in good faith and in the exercise of its judgment.

Section 3.4 - Ownership Limit and REIT Status.

     Notwithstanding   anything   contained  herein,  the  Restrictions  on  the
Restricted Shares shall not lapse:

     (a) to the  extent  the  lapsing  of  such  Restrictions  could  cause  the
Restricted Shareholder to be in violation of the Ownership Limit; or

     (b)  if,  in the  discretion  of the  Administrator,  the  lapsing  of such
Restrictions could impair the Company's status as a REIT.

Section 3.5 - Notices

     Any  notice to be given by the  Restricted  Shareholder  under the terms of
this Agreement shall be addressed to the Secretary of the Company. Any notice to
be given to the Restricted  Shareholder  shall be addressed to him or her at the
address given beneath his or her signature hereto. By a notice given pursuant to
this Section 3.5, either party may hereafter  designate a different  address for
notices to be given to him.  Any  notice  which is  required  to be given to the
Restricted  Shareholder  shall, if Restricted  Shareholder is then deceased,  be
given  to  the  Restricted   Shareholder's   personal   representative  if  such
representative  has  previously  informed  the  Company of his or her status and
address by written  notice  under  this  Section  3.5.  Any notice  required  or
permitted  hereunder  shall be given in writing and shall be deemed  effectively
given upon  personal  delivery  or upon  deposit in the  United  States  mail by
certified mail, with postage and fees prepaid, addressed as set forth above.

Section 3.6 - Rights as Shareholder

     Except as otherwise provided herein, upon the delivery of Restricted Shares
to the  escrow  holder  pursuant  to  Section  3.3  hereof,  the  holder  of the
Restricted Shares shall have all the rights of a shareholder with respect to the
Restricted  Shares,  including the right to vote the  Restricted  Shares and the
right to receive all dividends or other  distributions paid or made with respect
to the Restricted Share.

Section 3.7 - Conformity to Securities Laws

     The Restricted  Shareholder  acknowledges  that the Plan and this Agreement
are  intended  to conform to the extent  necessary  with all  provisions  of all
applicable  federal and state laws,  rules and regulations  (including,  but not
limited to the Securities  Act and the Exchange Act and any and all  regulations
and rules  promulgated  by the Securities  and Exchange  Commission  thereunder,
including without limitation the applicable  exemptive conditions of Rule 16b-3)
and to such approvals by any listing, regulatory or other governmental authority
as may, in the opinion of counsel for the Company,  be necessary or advisable in
connection therewith.  Notwithstanding anything herein to the contrary, the Plan
shall be  administered,  and the Restricted  Shares are granted,  only in such a
<PAGE>
manner  as to  conform  to such  laws,  rules  and  regulations.  To the  extent
permitted by applicable law, the Plan, this Agreement and the Restricted  Shares
shall be deemed amended to the extent  necessary to conform to such laws,  rules
and regulations.

Section 3.8 - Amendments

     This  Agreement  and the Plan may be  amended  without  the  consent of the
Restricted Shareholder; provided, however, that no such amendment shall, without
the consent of the Restricted  Shareholder,  impair any rights of the Restricted
Shareholder under this Agreement.

Section 3.9 - Tax Withholding

     The Company or the Employer,  as  applicable,  shall be entitled to require
payment in cash or deduction from other  compensation  payable to the Restricted
Shareholder  of any sums  required  by  federal,  state  or local  tax law to be
withheld  with  respect to the  issuance,  vesting,  exercise  or payment of the
Restricted  Shares.  The Committee may in its discretion and in  satisfaction of
the foregoing requirement allow the Restricted  Shareholder to elect to have the
Company  or the  Employer,  as  applicable,  withhold  Common  Shares  otherwise
issuable  under such award (or allow the return of Common  Shares) having a Fair
Market  Value equal to the sums  required to be  withheld.  Notwithstanding  any
other provision of the Plan or this Agreement, the number of Common Shares which
may be  withheld  with  respect  to the  issuance,  vesting  or  payment  of the
Restricted  Shares (or which may be repurchased from the Restricted  Shareholder
within six months  after such  Common  Shares were  acquired  by the  Restricted
Shareholder from the Company or the Employer) in order to satisfy the Restricted
Shareholder's  federal and state income and payroll tax liabilities with respect
to the issuance, vesting or payment of the Restricted Shares shall be limited to
the number of shares which have a Fair Market  Value on the date of  withholding
or repurchase  equal to the aggregate  amount of such  liabilities  based on the
minimum statutory withholding rates for federal and state tax income and payroll
tax purposes that are applicable to such supplemental taxable income.

Section 3.10 - Governing Law

     This Agreement  shall be  administered,  interpreted and enforced under the
internal laws of the state of North Carolina without regard to conflicts of laws
thereof.

Section 3.11 - Stop Transfer Instructions

     To  ensure  compliance  with  the  Restrictions,   the  Company  may  issue
appropriate  "stop transfer"  instructions to its transfer agent with respect to
the Restricted Shares.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>


         IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.

                     TANGER FACTORY OUTLET CENTERS, INC.,
                     a corporation organized under the laws of North Carolina

                     By:_______________________________________

                     Title: _____________________________________



                     TANGER PROPERTIES LIMITED PARTNERSHIP, a

                     North Carolina Limited Partnership



                     By:  TANGER GP TRUST, its sole General Partner



                     By: ____________________________________

                     Title:___________________________________





RESTRICTED SHAREHOLDER

----------------------------------

--------------

Address:


Taxpayer Identification Number:  _______________

<PAGE>



                    EXHIBIT A TO RESTRICTED SHARES AGREEMENT
                  SHARE ASSIGNMENT SEPARATE FROM CERTIFICATE(S)


     FOR VALUE RECEIVED,  __________________________  hereby sells,  assigns and
transfers  unto Tanger  Factory Outlet  Centers,  Inc., a corporation  organized
under the laws of North  Carolina (the  "Company"),  pursuant to the  forfeiture
provision under that certain Restricted Shares Agreement,  dated ____ __, 20[xx]
by and between the  undersigned,  the  Company,  and Tanger  Properties  Limited
Partnership,  a limited  partnership  organized under the laws of North Carolina
(the  "Agreement"),  _______________  (_______________)  Common  Shares  of  the
Company  standing  in the  undersigned's  name  on  the  books  of  the  Company
represented by Certificate  No(s).  _______________  and does hereby irrevocably
constitute and appoint the Company's Secretary to transfer said Common Shares on
the books of the Company with full power of substitution in the premises.

     This Share  Assignment  Separate  from  Certificate(s)  may be used only in
accordance  with and subject to the terms and  conditions of the  Agreement,  in
connection  with the  forfeiture  of Common  Shares  issued  to the  undersigned
pursuant  to the  Agreement,  and only to the  extent  that such  shares  remain
subject to such forfeiture under the Agreement.

Dated: __________________           ______________________________________
                                                     (Signature)

                                    --------------------------------------
                                                     (Print Name)


(INSTRUCTION:  Please do not fill in any blanks other than the "Signature"  line
and the "Print Name" line.)




<PAGE>


                    EXHIBIT B TO RESTRICTED SHARES AGREEMENT

                            JOINT ESCROW INSTRUCTIONS


Tanger Factory Outlet Centers
3200 Northline Avenue, Suite 360
Greensboro, North Carolina 27408

Attn: Secretary

Dear Secretary of Tanger Factory Outlet Centers, Inc.:

     As Escrow Agent for Tanger Factory Outlet  Centers,  Inc.,  (the "Company")
and the  undersigned  holder of Common  Shares of the Company  (the  "Restricted
Shareholder"),  you are hereby  authorized  and  directed to hold the  documents
delivered  to you  pursuant  to the  terms  of that  certain  Restricted  Shares
Agreement  ("Agreement"),  dated ________ __,  20[xx],  to which a copy of these
Joint  Escrow  Instructions  is  attached as Exhibit B, in  accordance  with the
following instructions:

     1. In the event of the forfeiture of any shares  pursuant to Section 2.1 of
the  Agreement,  the  Company  or its  assignee  will  give  to  the  Restricted
Shareholder  and you a written notice  specifying the number of Common Shares to
be purchased,  the purchase price,  and the time for a closing  hereunder at the
principal  office of the Company.  The  Restricted  Shareholder  and the Company
hereby   irrevocably   authorize  and  direct  you  to  close  the   transaction
contemplated by such notice in accordance with the terms of said notice.

     2. At the  closing  you are  directed  (a) to date  any  share  assignments
necessary  for the  transfer  in  question,  (b) to fill in the number of shares
being  transferred,  and (c) to  deliver  same,  together  with the  certificate
evidencing  the Common  Shares to be  transferred,  to the  Company  against the
simultaneous  delivery to you of the purchase price (which may include  suitable
acknowledgment  of cancellation of indebtedness) for the number of Common Shares
being forfeited.

     3. The Restricted Shareholder irrevocably authorizes the Company to deposit
with you any certificates  evidencing  Common Shares to be held by you hereunder
and  any  additions  and  substitutions  to  said  shares  as  specified  in the
Agreement.  The Restricted  Shareholder does hereby  irrevocably  constitute and
appoint you as the Restricted  Shareholder's  attorney-in-fact and agent for the
term of this  escrow  to  execute  with  respect  to such  securities  and other
property all documents of assignment and/or transfer and all share  certificates
necessary or  appropriate  to make all  securities  negotiable  and complete any
transaction herein contemplated.

     4. This escrow shall  terminate upon  expiration or exercise in full of the
Restrictions described in the Agreement, whichever occurs first .
<PAGE>
     5. If at the time of  termination  of this  escrow you should  have in your
possession  any  documents,  securities,  or  other  property  belonging  to the
Restricted  Shareholder,  you  shall  deliver  all of  same  to  the  Restricted
Shareholder  and  shall be  discharged  of all  further  obligations  hereunder;
provided,  however,  that if at the time of  termination  of this escrow you are
advised by the Company that the  property  subject to this escrow is the subject
of a pledge or other security agreement,  you shall deliver all such property to
the pledgeholder or other person designated by the Company.

     6. Except as otherwise  provided in these Joint Escrow  Instructions,  your
duties hereunder may be altered,  amended, modified or revoked only by a writing
signed by all of the parties hereto.

     7. You shall be obligated  only for the  performance  of such duties as are
specifically  set forth herein and may rely and shall be protected in relying or
refraining  from  acting  on any  instrument  reasonably  believed  by you to be
genuine and to have been signed or  presented  by the proper party or parties or
their  assignees.  You shall not be personally  liable for any act you may do or
omit to do hereunder as Escrow Agent or as  attorney-in-fact  for the Restricted
Shareholder  while  acting  in good  faith  and any act done or  omitted  by you
pursuant to the advice of your own  attorneys  shall be  conclusive  evidence of
such good faith.

     8. You are hereby  expressly  authorized  to disregard any and all warnings
given by any of the  parties  hereto  or by any  other  person  or  corporation,
excepting  only  orders or  process of courts of law,  and are hereby  expressly
authorized to comply with and obey orders, judgments or decrees of any court. In
case you obey or comply  with any such  order,  judgment or decree of any court,
you shall not be liable  to any of the  parties  hereto or to any other  person,
firm or  corporation  by reason  of such  compliance,  notwithstanding  any such
order, judgment or decree being subsequently reversed,  modified,  annulled, set
aside, vacated or found to have been entered without jurisdiction.

     9. You shall  not be liable in any  respect  on  account  of the  identity,
authority or rights of the parties  executing or  delivering  or  purporting  to
execute or deliver the Agreement or any documents or papers  deposited or called
for hereunder.

     10.  You shall not be liable  for the  outlawing  of any  rights  under any
statute of limitations  with respect to these Joint Escrow  Instructions  or any
documents deposited with you.

     11. Your  responsibilities as Escrow Agent hereunder shall terminate if you
shall cease to be  Secretary  of the  Company or if you shall  resign by written
notice to each  party.  In the event of any such  termination,  the  Company may
appoint any officer or  assistant  officer of the  Company as  successor  Escrow
Agent and the Restricted  Shareholder  hereby  confirms the  appointment of such
successor or successors as the  Restricted  Shareholder's  attorney-in-fact  and
agent to the full extent of your appointment.
<PAGE>
     12. If you  reasonably  require other or further  instruments in connection
with these Joint Escrow  Instructions  or  obligations  in respect  hereto,  the
necessary parties hereto shall join in furnishing such instruments.

     13. It is understood  and agreed that should any dispute arise with respect
to the delivery and/or  ownership or right of possession of the securities,  you
are authorized and directed to retain in your  possession  without  liability to
anyone all or any part of said  securities  until such  dispute  shall have been
settled  either by mutual  written  agreement  of the parties  concerned or by a
final order,  decree or judgment of a court of competent  jurisdiction after the
time for appeal has expired and no appeal has been  perfected,  but you shall be
under no duty whatsoever to institute or defend any such proceedings.

     14. Any notice  required or permitted  hereunder  shall be given in writing
and shall be deemed effectively given upon personal delivery or sent by telegram
or fax or upon  deposit in the United  States  Post  Office,  by  registered  or
certified  mail with postage and fees  prepaid,  addressed to the other party at
the addresses  set forth on the signature  pages hereto or at such other address
as such party may  designate  by ten (10) days'  advance  written  notice to the
other party hereto.

     15. By signing  these Joint Escrow  Instructions  you become a party hereto
only for the  purpose of said  Joint  Escrow  Instructions;  you do not become a
party to the Agreement.

     16. You shall be entitled to employ  such legal  counsel and other  experts
(including without  limitation the firms of Latham & Watkins or Vernon,  Vernon,
Wooten,  Brown,  Andrews & Garrett,  P.A.) as you may deem necessary properly to
advise you in connection with your obligations hereunder.  You may rely upon the
advice  of such  counsel,  and  may pay  such  counsel  reasonable  compensation
therefor.  The Company shall be responsible for all fees generated by such legal
counsel in connection with your obligations hereunder.

     17. These Joint Escrow  Instructions shall be binding upon and inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns.  It is understood and agreed that  references to "you" or "your" herein
refer to the original  Escrow Agent and to any and all successor  Escrow Agents.
It is  understood  and agreed  that the  Company may at any time or from time to
time assign its rights under the Agreement  and these Joint Escrow  Instructions
in whole or in part.

     18. These Joint Escrow  Instructions  shall be governed by and  interpreted
and determined in accordance  with the laws of the State of North  Carolina,  as
such laws are  applied  by North  Carolina  courts to  contracts  made and to be
performed entirely in North Carolina by residents of that state.

                             [SIGNATURE PAGE FOLLOWS
<PAGE>


     IN WITNESS WHEREOF,  these Joint Escrow Instructions have been executed and
delivered by the parties hereto.


                       TANGER FACTORY OUTLET CENTERS, INC.
                        a corporation organized under the laws of North Carolina

                       By: __________________________________________
                       Frank Marchisello
                       Chief Financial Officer

                       Address:

                       ---------------------------------------

                       ---------------------------------------



                       RESTRICTED SHAREHOLDER

                       ---------------------------------------

                       Address:

                       ----------------------------

                       ----------------------------

ACKNOWLEDGED AND AGREED:

ESCROW AGENT

By: ________________________________________



         Secretary



Address:

---------------------------
---------------------------

<PAGE>

                    EXHIBIT C TO RESTRICTED SHARES AGREEMENT



                                CONSENT OF SPOUSE



     I,  ____________________,  spouse of ______________,  have read and approve
the foregoing Agreement.  In consideration of granting of the right to my spouse
to receive  shares of Tanger Factory  Outlet  Centers,  Inc. as set forth in the
Restricted Shares Agreement (the "Agreement"),  I hereby appoint my spouse as my
attorney-in-fact  in respect to the exercise of any rights  under the  Agreement
and agree to be bound by the  provisions of the Agreement  insofar as I may have
any rights in said  Agreement or any shares  issued  pursuant  thereto under the
community  property laws or similar laws relating to marital  property in effect
in the state of our  residence  as of the date of the  signing of the  foregoing
Agreement.



Dated:   _____ __, 2004

                 By: ___________________________________________



                  Print Name: ________________________________


<PAGE>


                    EXHIBIT D TO RESTRICTED SHARES AGREEMENT

                                   PEER GROUP