TFOC 1ST AMENDMENT TO SHARE OPTION PLAN

Exhibit 10.2 A

FIRST AMENDMENT TO THE JULY 29, 1998 AMENDED AND
RESTATED SHARE OPTION PLAN FOR DIRECTORS AND EXECUTIVE AND
KEY EMPLOYEES OF
TANGER FACTORY OUTLET CENTERS, INC.

THIS FIRST AMENDMENT TO THE JULY 29, 1998 AMENDED AND RESTATED SHARE
OPTION PLAN FOR DIRECTORS AND EXECUTIVE AND KEY EMPLOYEES OF TANGER FACTORY
OUTLET CENTERS, INC. is adopted by resolution of the Board of Directors of
Tanger Factory Outlet Centers, Inc. (the "Company").

The Amended and Restated Share Option Plan for Directors and Executive
and Key Employees of Tanger Factory Outlet Centers, Inc. is hereby amended in
the following manner:

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

"Section 2.1. Shares Subject to Plan.
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The shares subject to Option shall be the Company's
Common Shares. The aggregate number of such Common Shares
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 Unit of Partnership Interests that is
issued pursuant to the exercise of Options under the July 29,
1998 Amended and Restated Unit Option Plan for Employees of
Tanger Properties Limited Partnership."

2. In all other respects, the Amended and Restated Share Option Plan
for Directors and Executive and Key Employees of Tanger Factory Outlet Centers,
Inc. shall continue in full force and effect.

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

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