TANGER FACTORY OUTLET CENTERS INC
AL CHAFIN EMPLOYMENT AGREEMENT AMENDMENT
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<TYPE>EX-10
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<FILENAME>tfoc10k123101ac.txt
<DESCRIPTION>AL CHAFIN EMPLOYMENT AGREEMENT AMENDMENT
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                                                                    Exhibit 10.7

                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT


     THIS AMENDED AND RESTATED AGREEMENT is executed and made effective as
of  January 1, 2002  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 and
     January 1, 1999.

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, 2002 and shall end on December 31, 2004 (the "Contract Term")
     unless sooner  terminated as herein  provided.  The twelve  calendar  month
     period  beginning on January 1, 2002 and ending  December 31, 2002 and each
     calendar  year  thereafter  during the Contract  Term is  sometimes  herein
     referred to as a "Contract Year".

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          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
     $242,550.00  for the Contract Year beginning  January 1, 2002 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 $242,550.00.
     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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     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.

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.

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     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.

     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:

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          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

     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: ____________________________________
                        Stanley K. Tanger, Chief Executive Officer
                        and Chairman of the Board


                        ____________________________________
                        WILLARD ALBEA CHAFIN, JR.

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