**LISA
        J. MORRISON**
 **AMENDED
        AND RESTATED EMPLOYMENT AGREEMENT**
 **Effective
        as of January 1, 2006**
 
 This
        Agreement is entered into and made effective as of January 1, 2006 (the
“Effective Date”) between **TANGER
        PROPERTIES LIMITED PARTNERSHIP** (the
“Company”) and **LISA
        J. MORRISON** (the
        “Executive”). The Company and the Executive are sometimes referred to
        individually as a “Party” and collectively as the “Parties”.
 
 **RECITALS**
 
 A.  The
        Company and Executive entered an employment agreement effective as of June
        1,
        2001 which was amended and restated as of January 1, 2002 and January 1,
        2005.
 
 B.  The
        Parties intend to modify, amend and restate the employment contract as provided
        herein.
  
  Now
        therefore in consideration of the foregoing recitals and the promises contained
        herein the Parties agree as follows:
 
 1  . EMPLOYMENT
        AND DUTIES .
 
 
 1.1  Employment .
        During
        the Contract Term (as defined herein), the Company will employ the Executive
        and
        the Executive will serve the Company as a full-time employee upon and subject
        to
        the terms and conditions of this Agreement. The Executive’s employment hereunder
        may be terminated before the end of the Contract Term only as provided in
        Section 5 of this Agreement.
 
 1.2  Position
        and Responsibilities .
        Executive has been elected to serve as Senior Vice President - Leasing and,
        during the Executive’s employment hereunder, her primary duties, functions,
        responsibilities and authority will be to oversee the Company’s leasing
        activities. Further, Executive shall perform such other duties as are assigned
        to her by the Chief Executive Officer, the Chief Operating Officer and/or
        the
        Board of Directors.
 
 1.3  Time
        and Effort .
        During
        the Contract Term, Executive shall be employed on a full-time basis and shall
        devote her best efforts and substantially all of her attention, business
        time
        and effort (excluding sick leave, vacation provided for herein and reasonable
        time devoted to civic and charitable activities) to the business and affairs
        of
        the Company.
 
 2. PERIOD
        OF EMPLOYMENT .
 
 2.1  Initial
        Term .
 
 (a)  Initial
        Term .
        The
        period of employment pursuant to this Agreement shall begin on January 1,
        2006
        and shall extend to the close of business on December 31, 2007 (the "Initial
        Term"), unless earlier terminated as provided in Section 5 or extended as
        provided in this Section 2. Calendar year 2006 and each calendar year thereafter
        during the Contract Term is sometimes herein referred to as a “Contract
        Year”.
 
 
 (b)  Extended
        Term .
        In a
        writing executed by both parties, prior to the end of the Initial Term or
        any
        Extended Term, the Contract Term may be extended for additional one year
        periods
        beginning on the anniversary of the Effective Date (sometimes herein referred
        to
        as an “Extended Term”) upon such terms and conditions as the parties may agree.
        References herein to the "Contract Term" of this Agreement shall refer to
        the
        Initial Term as extended pursuant to this Section.
 
 3.
              COMPENSATION
 
 3.1  Base
        Salary .
        As
        compensation for Executive’s services performed pursuant to this Agreement,
        Company will pay her an “Annual Base Salary” of $210,000.00 for the Contract
        Year beginning January 1, 2006. The Annual Base Salary shall be paid in equal
        installments in arrears in accordance with Company's regular pay
        schedule.
 
 3.2  Bonus
        Compensation .
        For the
        Contract Year beginning January 1, 2006, in addition to her Annual Base Salary,
        Executive will be paid an annual bonus (“Annual Bonus”) in an amount equal to
        the lesser of (i) seventy-five percent (75%) of Executive’s Annual Base Salary
        in effect on the last day of such Contract Year and (ii) an amount equal
        to the
        total “Qualifying Bonus Compensation” (as defined below) of “Qualified Leasing
        Representatives” (as defined below) paid with respect to that Contract Year
        divided by the number of Qualified Leasing Representatives for that Contract
        Year (with a Qualified Leasing Representative employed for less than the
        full
        Contract Year included as a fraction equal to the fraction of the Contract
        Year
        that he or she was a Qualified Leasing Representative).
 
 For
        purposes of this Agreement the following terms shall have the meanings set
        forth
        below:
 
 “Qualified
        Leasing Representative”, with respect to any Contract Year, shall mean (i) a
        person who was employed by the Company as a leasing representative and reported
        to Executive for at least six months during that Contract Year and (ii) a
        person
        hired during such Contract Year for a special leasing project who is designated
        as a Qualified Leasing Representative by the Company by notice to Executive
        within thirty (30) days of the commencement of such person’s employment. For
        purposes of this Agreement, Beth Lippincott will not be considered a “Qualified
        Leasing Representative”.
 
 “Qualifying
        Bonus Compensation”, with respect to any Contract Year, shall mean the amount by
        which (i) the commissions payable to Qualified Leasing Representatives with
        respect to that Contract Year computed as a percentage of average annual
        tenant
        rents (net of tenant allowances) in accordance with the Company’s bonus
        compensation plan exceeds (ii) the base compensation of such Qualifying Leasing
        Representatives for that Contract Year.
 
 
 For
        purposes of illustration only, if this Section 3.2 had been in effect for
        the
        calendar year 2005, Executive’s bonus for that calendar year would have been as
        follows:
 
 Year
              Qualifying
                  Bonus Compensation
              Qualifying
                  Leasing Representatives
              Executive’s
                  Bonus2005
              $443,431
              5
              $88,686
 
 3.3  Subsequent
        Contract Years .
        The
        Annual Base Salary and Bonus Compensation for each calendar year after calendar
        year 2006 shall be set by the Company’s Executive Compensation Committee but
        shall not be less than an Annual Base Salary of $210,000.00.
 
 4.  EMPLOYEE
        BENEFITS .
 
 4.1  Executive
        Benefit Plans .
        The
        Executive shall participate in the employee benefit plans (including group
        medical and dental plans, a group term life insurance plan, a disability
        plan
        and a 401(k) Savings plan) generally applicable to employees of the Company,
        as
        those plans may be in effect from time to time.
 
 4.2  Expenses .
        The
        Company shall promptly reimburse the Executive for necessary and reasonable
        travel and other business expenses required to be incurred by the Executive
        in
        the performance of her duties for the Company hereunder. Executive shall
        observe
        and comply with the Company’s policies with respect to such reimbursements as in
        effect from time to time. At least monthly, Executive will submit such records
        and paid bills supporting the amount of the expenses incurred and to be
        reimbursed as the Company shall reasonably request or as shall be required
        by
        applicable laws.
 
 4.3  Vacation .
        Executive shall have four (4) weeks of paid vacation during each calendar
        year;
        provided however, no more than five business days may be taken consecutively.
        Unused vacation may not be carried over to another year and will be lost
        if not
        taken.
 
 5.  TERMINATION
        OF EMPLOYMENT .
        Executive's employment by the Company hereunder shall be terminated prior
        to the
        end of the Contract Term upon the occurrence of any of the following
        events:
 
 (a)  If
        the
        Company and Executive mutually agree to terminate the employment;
 
 (b)  Upon
        the
        disability of Executive. "Disability" for these purposes shall mean Executive's
        inability through physical or mental illness or other cause to perform any
        of
        the material duties assigned to her by the Company for a period of ninety
        (90)
        days or more within any twelve consecutive calendar months;
 
 
 (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 which breach is not cured or waived
        within
 
 thirty
        (30) days after written notice thereof is delivered to the breaching
        party;
 
 (d)  By
        Company, if Executive 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
        Executive's death.
 
 Upon
        termination of Executive's employment, Executive shall be entitled to receive
        only the compensation accrued but unpaid for the period of employment prior
        to
        the date of such termination of employment and shall not be entitled to
        additional compensation.
 
 6.  AGREEMENT
        NOT TO COMPETE .
 
 (a)  Covenant
        Against Competition .
        Executive agrees that during Executive's employment and for a period of three
        months after the termination of her employment by Company, Executive 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 activities involving the development or operation
        of a
        factory outlet shopping facility within a radius of fifty (50) miles of any
        retail shopping facility owned, operated or managed by the Company at any
        time
        during Executive's employment hereunder.
 
 (b)  Disclosure
        of Information .
        Executive acknowledges that in and as a result of her employment hereunder,
        she
        will be making use of, acquiring and/or adding to confidential information
        of a
        special and unique nature and value relating to such matters as financial
        information, terms of leases, terms of financing, financial condition of
        tenants
        and potential tenants, sales and rental income of shopping centers, marketing
        budgets and expenditures, marketing contracts and arrangements and other
        specifics about Company's development, financing, construction and operation
        of
        retail shopping facilities. Executive covenants and agrees that she shall
        not,
        at any time during or following the term of her employment, directly or
        indirectly, divulge or disclose for any purpose whatsoever any such confidential
        information that has been obtained by, or disclosed to, her as a result of
        her
        employment by Company.
 
 (c)  Reasonableness
        of Restrictions .
 
 (1)  Executive
        has carefully read and considered the foregoing provision of this Section,
        and,
        having done so, agrees that the restrictions set forth in this Section,
        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
        Section
        shall be held invalid or unenforceable by a court of competent jurisdiction,
        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 Section relating to the time period and/or the
        areas
        of restriction shall be declared by a court of competent jurisdiction to
        exceed
        the maximum time period or areas such court deems reasonable and enforceable,
        the time period and/or areas of restriction deemed reasonable and enforceable
        by
        the court shall become and thereafter be the maximum time period and/or
        areas.
 
 (d)  Consideration .
        The
        Executive’s promises in this Section not to compete with the Company and not to
        disclose information obtained during her employment by the Company are made
        in
        consideration of the Company's agreement to pay the compensation provided
        for
        herein for the period of employment provided herein. Such promises by Executive
        constitute the material inducement to Company to employ Executive for the
        term
        and to pay the compensation provided for in this Agreement and to make and
        to
        continue to make confidential information developed by Company available
        to
        Executive.
 
 (e)  Company's
        Remedies .
        Executive covenants and agrees that if she shall violate any of her covenants
        or
        agreements contained in this Section, the Company shall, in addition to any
        other rights and remedies available to it at law or in equity, have the
        following rights and remedies against Executive:
 
 (1)  The
        Company shall be relieved of any further obligation to Executive under the
        terms
        of this agreement;
 
 (2)  The
        Company shall be entitled to an accounting and repayment of all profits,
        compensation, commissions, remunerations or other benefits that Executive,
        directly or indirectly, has realized and/or may realize as a result of, growing
        out of or in connection with, any such violation; and
 
 (3)  Company
        shall be entitled to an injunction to prevent or restrain the breach or
        violation of the agreements contained herein by the Executive or by the
        Executive's partners, agents, representatives, servants, employees and/or
        any
        and all persons directly acting for or with the Executive.
 
 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.  MISCELLANEOUS .
 
 7.1  Governing
        Law .
        This
        Agreement is being made and executed in and is intended to be performed in
        the
        State of North Carolina, and shall be governed, construed, interpreted and
        enforced in accordance with the substantive laws of the State of North Carolina
        without any reference to principles of conflicts or choice of law under which
        the law of any other jurisdiction would apply.
 
 
 7.2  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.
 
 7.3  Notices .
        Any
        notice, request, claim, demand, document and other communication hereunder
        to
        any party shall be effective upon receipt (or refusal of receipt) and shall
        be
        in writing and delivered personally or sent by telex, telecopy, or certified
        or
        registered mail, postage prepaid, as follows:
 
 If
                  to Executive, to:
              Lisa
                  J. Morrison
                9
                  Teal Court
                Greensboro,
                  NC 27455If
                  to Company, to:
              Mr.
                  Steven B. Tanger
                Tanger
                  Properties Limited Partnership
                3200
                  Northline Avenue, Suite 360
                P.O.
                  Box 10889 [27404]
                Greensboro,
                  NC 27408
 
 or
        at any
        other address as any party shall have specified by notice in writing to the
        other parties.
 
 7.4  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.
 
 IN
        WITNESS WHEREOF, the parties have executed this Agreement in duplicate originals
        as of the day and year first above written.
 
 **TANGER
        PROPERTIES LIMITED PARTNERSHIP** ,
        a North
        Carolina Limited Partnership (Company)
 
 By:
        ___________________________________
 **STEVEN
        B. TANGER** ,
        President
 
 
 ________________________________
        (SEAL)
 **LISA
        J. MORRISON** ,
        Executive