TANGER FACTORY OUTLET CENTERS INC
TFOC 1ST AMENDMENT TO UNIT OPTION PLAN
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>tfoc10k123103ex10-1a.txt
<DESCRIPTION>TFOC 1ST AMENDMENT TO UNIT OPTION PLAN
<TEXT>
                                                                  Exhibit 10.1 A

                FIRST AMENDMENT TO THE JULY 29, 1998 AMENDED AND
                   RESTATED UNIT OPTION PLAN FOR EMPLOYEES OF
                      TANGER PROPERTIES LIMITED PARTNERSHIP


         THIS FIRST  AMENDMENT TO THE JULY 28, 1998  AMENDED AND  RESTATED  UNIT
OPTION PLAN FOR EMPLOYEES OF TANGER PROPERTIES LIMITED PARTNERSHIP is adopted by
Tanger Properties Limited Partnership.

         The July 28, 1998 Amended and Restated  Unit Option Plan for  Employees
of Tanger  Properties  Limited  Partnership  is hereby  amended in the following
manner:

         1. The text of Section 2.1 is amended and restated as follows:

                  "Section 2.1.  Units Subject to Plan.
                                 ---------------------

                           The   aggregate   number  of  Units  of   Partnership
                  Interests  which may be issued upon  exercise of Options shall
                  not exceed  2,250,000;  provided  that such  aggregate  number
                  shall be reduced by one for each  Common  Share that is issued
                  pursuant  to the  exercise  of Options  under the  Amended and
                  Restated Share Option Plan for Directors and Executive and Key
                  Employees of Tanger Factory Outlet Centers, Inc."

         2. In all other  respects,  the July 28, 1998 Amended and Restated Unit
Option  Plan for  Employees  of  Tanger  Properties  Limited  Partnership  shall
continue in full force and effect.

         I hereby  certify that the  foregoing  First  Amendment to the July 29,
1998 Amended and Restated  Unit Option Plan for  Employees of Tanger  Properties
Limited  Partnership  was adopted by Tanger  Properties  Limited  Partnership on
February 24, 2003.


                             /s/ Rochelle G. Simpson
                             Rochelle G. Simpson, Secretary

         I hereby  certify that the  foregoing  First  Amendment to the July 29,
1998 Amended and Restated  Partnership  Unit Option Plan for Employees of Tanger
Properties  Limited  Partnership was duly adopted by the  Shareholders of Tanger
Factory Outlet Centers, Inc. on May 9, 2003.

                             /s/ Rochelle G. Simpson
                             Rochelle G. Simpson, Secretary


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