TANGER FACTORY OUTLET CENTERS INC
ROCHELLE SIMPSON EMPLOYMENT AGREEMENT AMENDMENT
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<TYPE>EX-10
<SEQUENCE>7
<FILENAME>tfoc10k123101rs.txt
<DESCRIPTION>ROCHELLE SIMPSON EMPLOYMENT AGREEMENT AMENDMENT
<TEXT>
                                                                    Exhibit 10.8

                   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  ROCHELLE  SIMPSON,  a resident of North  Carolina,  whose
address  is  4800  Archwood  Drive,   Greensboro,   North  Carolina  27406  (the
"Simpson").
                                    RECITALS

A.   The Company and Simpson entered into an employment agreement dated February
     28,  1994 and  amended  and  restated  as of January 1, 1996 and January 1,
     1999.

B.   The Parties intend to modify,  amend and restate the employment contract as
     provided 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  Simpson  during  the term of this
     Agreement.  Simpson agrees to devote substantial time and attention and her
     best efforts to the business affairs of the Company. During the term of her
     employment  hereunder,  Simpson 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. Simpson will serve as a Executive  Vice-President  (Administration
     and Finance) and Secretary of the Company, and will perform duties assigned
     to her by the Company in all phases of the Company's business. Simpson will
     have overall  responsibility for the administration of the Company's day to
     day operations and such other duties as the Chief  Executive  Officer shall
     assign to her from time to time.  Simpson will report directly to the Chief
     Executive Officer of the Company.

2.   TERM. The term of this Agreement as herein amended and restated shall begin
     on January 1, 2002 and shall end  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  through the end of the Contract Term is sometimes
     herein referred to as a "Contract Year".

          By mutual  written  agreement,  the  parties  may  extend  the term of
     employment  for an  additional  period  of three  years  (sometimes  herein
     referred to as the "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.

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3.   COMPENSATION.  As compensation for Simpson's services performed pursuant to
     this  Agreement,  Company  will pay  Simpson  an  "Annual  Base  Salary" of
     $231,525.00  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 $231,525.00.
     The Annual Base Salary  shall be paid in equal  installments  in arrears in
     accordance  with  Company's  regular pay  schedule.  The Annual Base Salary
     shall be paid in equal  monthly  or  bi-weekly  installments  in arrears in
     accordance with Company's regular pay schedule.

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

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

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

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

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

     B.   Upon the disability of Simpson.  "Disability" for these purposes shall
          mean Simpson'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 one  hundred  and  eighty  (180) days or more
          within any twelve  consecutive  calendar months.  Simpson 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;

     D.   By Company,  if Simpson 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;

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     E.   Upon Simpson's death.

               Upon  termination  of  Simpson's  employment,  Simpson  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 Simpson's employment is terminated by reason of her death
                    or disability  during the Contract  Term,  the Employer will
                    pay Simpson (or the personal  representatives of her estate,
                    in the event of her 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
                    Simpson's employment is terminated;

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

               (3)  If the Simpson's  employment is not terminated  prior to the
                    end of the Contract Term and if Simpson offers to extend the
                    term of her  employment by the Employer  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
                    Employer elects not to continue  Simpson's  employment,  the
                    Employer shall pay Simpson 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 her for the last
                    Contract Year of the Contract Term.

6.   COVENANT AGAINST COMPETITION AND NON-DISCLOSURE.

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

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     B.   Disclosure  of  Information.  Simpson  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 and other specifics about  Company's  development,  financing,
          construction  and  operation of retail  shopping  facilities.  Simpson
          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.   Simpson 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
          Simpson  in this  Item  are  made in  consideration  of the  Company's
          agreement to employ  Simpson upon the terms and  conditions  set forth
          herein.  Such covenants  against  competition and of non-disclosure by
          Simpson in this Item constitute the material  inducement to Company to
          enter into this Agreement, to make confidential  information developed
          by  Company  available  to Simpson  and to pay the salary and  bonuses
          provided for Simpson herein.

     E.   Company's  Remedies.  Simpson  covenants  and agrees that if she shall
          violate any of her covenants or  agreements  contained in this Item 6,
          then 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  Simpson:

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

          2.   The Company shall be entitled to an  accounting  and repayment of
               all profits,  compensation,  commissions,  remunerations or other
               benefits  that  Simpson,  directly or  indirectly,  has  realized
               and/or  may  realize  as a  result  of,  growing  out  of  or  in
               connection  with, any such  violation.

                                       4
<PAGE>

     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

               Simpson:                  Rochelle Simpson
                                         4800 Archwood Drive
                                         Greensboro, N.C.  27406

     IN WITNESS  WHEREOF,  the parties have executed or caused this Agreement to
be executed as of the day and year first above written.

                                         Company:


                                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


                                    _______________________________ (SEAL)
                                    ROCHELLE SIMPSON



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