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.
                                 ----------------------

                           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