CROWN CENTRAL PETROLEUM CORPORATION
                1999 LONG-TERM INCENTIVE PLAN
                (AS RESTATED ON JUNE 29, 2000)


SECTION 1:  ESTABLISHMENT AND PURPOSE

The purpose of the Crown Central Petroleum Corporation 1999 Long-Term
Incentive Plan (the "Plan") is to benefit the Corporation and its
Subsidiaries.  The Plan is also intended to (i) attract and retain persons
eligible to participate in the Plan; (ii) encouraging high levels of
performance by individuals who are key to the success of the Corporation and
its Subsidiaries, by means of appropriate incentives; (iii) provide incentive
compensation opportunities that are competitive with those of other similar
companies; and (iv) further identify Participants' interests with those of the
Company through compensation that is based on the Company's financial
performance; and thereby promote the long-term financial interest of the
Company and its shareholders.

SECTION 2:  DEFINITIONS

The following terms, as used herein, shall have the meaning specified:

A.     APPRECIATION UNIT.  An Award that is based on the future appreciation
in the Fair Market Value of the Company's Common Stock during a specified
time.

B.     AWARD.  Any award or benefit granted under the Plan, including, without
limitation, Appreciation Units.

C.     AWARD AGREEMENT.  An agreement described in Section 5 hereof entered
into between the Corporation and a Participant, setting forth the terms and
conditions applicable to the Award granted to the Participant.

D.     BOARD OF DIRECTORS.  The Board of Directors of the Corporation as it
may be comprised from time to time.

E.     CAUSE.  An act that constitutes cause for termination of employment
under the Corporation or Subsidiary's normal personnel practices.

F.     CODE.  The Internal Revenue Code of 1986, as amended, and any successor
statute, and the regulations promulgated thereunder, as it or they may be
amended from time to time.

G.     COMMITTEE.  The Committee as defined in Section 8 hereof.

H.     CORPORATION.  Crown Central Petroleum Corporation, and any successor
corporation.

I.     EMPLOYEE.  Officers and other key Employees of the Corporation or a
Subsidiary, but excluding directors who are not also officers or Employees of
the Corporation.

J.     EXCHANGE ACT.  The Securities Exchange Act of 1934, and any successor
statute, as it may be amended from time to time.

K.     FAIR MARKET VALUE.  The average of the highest and lowest sale price of
the Stock as reported on the American Stock Exchange on the relevant date, or
if no sale of the Stock is reported for such date, the next preceding day for
which there is a reported sale.

L.     PARTICIPANT.  Any Employee who has been granted an Award pursuant to
this Plan.

M.     PERFORMANCE PERIOD.  A specified period of time over which the payment
of an Award is contingent on the achievement of performance or other
objectives.

N.     STOCK.  Shares of Class B Common Stock of the Corporation, par value $5
per share, or any security of the Corporation issued in substitution, exchange
or lieu thereof.

O.     SUBSIDIARY.  Any corporation in which the Corporation, directly or
indirectly, controls 50% or more of the total combined voting power of all
classes of such corporation's stock.

SECTION 3:  PARTICIPATION

Persons eligible for Awards shall consist of Employees who hold positions of
significant responsibility with the Corporation and/or a Subsidiary or whose
performance or potential contribution, in the judgment of the Committee, will
benefit the future success of the Corporation and/or a Subsidiary.

SECTION 4:  AWARDS

a.     The Committee may grant Awards such as, but not limited to,
Appreciation Units, which are contingent on the achievement of performance or
other objectives during a specified time.

b.     Subject to the terms and conditions of the Plan, the Committee shall
determine and designate, from time to time, from among the eligible Employees,
those persons who will be granted one or more Awards under the Plan.  In the
discretion of the Committee, a Participant may be granted more than one Award.

SECTION 5:  AWARD AGREEMENTS

a.     Each Award under the Plan shall be subject to such terms and
conditions, not inconsistent with the Plan, as the Committee shall, in its
sole discretion, prescribe.  The terms and conditions of any Award to any
Participant shall be reflected in such form of written document as is
determined by the Committee.

A copy of such document shall be provided to the Participant, and the
Committee may require that the Participant shall sign a copy of such document.
 Such document is referred to in the Plan as an
"Award Agreement."

B.     AWARD AGREEMENTS MAY INCLUDE THE FOLLOWING TERMS:

1.     NON-ASSIGNABILITY.  A provision that no Award shall be assignable or
transferable except by will or by laws of descent and distribution and that,
during the lifetime of a Participant, any Award shall be payable only to the
Participant or to his or her guardian or legal representative.

2.     TERMINATION OF EMPLOYMENT.

a.     A provision describing the treatment of an Award in the event of the
retirement, disability, death or other termination of a Participant's
employment with the Corporation or a Subsidiary, including but not limited to
terms relating to the vesting, forfeiture or cancellation of an Award in such
circumstances.  Participants who terminate employment due to retirement,
permanent disability, or death prior to the satisfaction of applicable
conditions and restrictions associated with their Award(s) may be entitled to
a prorated Award(s) as and to the extent determined by the Committee.

b.     A provision that for purposes of the Plan, (i) a transfer of an
Employee from the Corporation to a Subsidiary or affiliate of the Corporation,
whether or not incorporated, or vice versa, or from one Subsidiary or
affiliate of the Corporation to another, and (ii) a leave of absence, duly
authorized in writing by the Corporation, shall not be deemed a termination of
employment.

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c.     A provision describing the effect of an event of Cause on an Award.


3.     WITHHOLDING.  A provision requiring the withholding of applicable taxes
required by law from all amounts paid in satisfaction of an Award.

4.     EXECUTION.  A provision stating that no Award is enforceable until the
Award Agreement or a receipt has been signed by the Participant and the
Corporation or a Subsidiary.  By executing the Award Agreement or receipt, a
Participant shall be deemed to have accepted and consented to any action taken
under the Plan by the Committee, the Board of Directors or their delegates.

5.     REPLACEMENT AND SUBSTITUTION.  Any provisions (i) permitting the
surrender of outstanding Awards held by the Participant in order to exercise
or realize rights under other Awards, or in exchange for the grant of new
Awards under similar or different terms or (ii) requiring holders of Awards to
surrender outstanding Awards as a condition precedent to the grant of new
Awards under the Plan.

6.     OTHER TERMS.  Such other terms as the Committee may determine are
necessary and appropriate to effect an Award to the Participant, including,
but not limited to, the term of the Award, vesting provisions, any
requirements for continued employment with the Corporation or a Subsidiary,
any other restrictions or conditions (including performance goals) on the
Award and the method by which or conditions lapse, the effect on the Award of
a change in control of the Corporation, the amount or value of Awards, and the
terms, if any, pursuant to which a Participant may elect to defer the receipt
of compensation under an Award.

SECTION 6:  AMENDMENT AND TERMINATION

The Board of Directors may at any time amend, suspend or discontinue the Plan,
in whole or in part.  The Committee may at any time alter or amend any or all
Award Agreements under the Plan to the extent permitted by law, but no such
alteration or amendment shall impair the rights of any holder of an Award
without the holder's written consent.

SECTION 7:  PAYMENT OF AWARDS

All Award settlements are made as lump sum cash payments, such payments to be
delivered as soon as practicable after the end of the Performance Period.  Any
Award settlement, including payment deferrals, may be subject to such
conditions, restrictions and contingencies, as the Committee shall determine.
 The Committee may permit or require the deferral of any Award payment,
subject to such rules and procedures as it may establish, which may include
provisions for the payment or crediting of interest.

SECTION 8:  ADMINISTRATION

a.     The Plan and all Awards granted pursuant thereto shall be administered
by a Committee of the Board of Directors.  The members of the Committee shall
be designated by the Board of Directors.  Unless the Board provides otherwise,
the Committee shall be the Executive Compensation and Bonus Committee of the
Board of Directors.  A majority of the members of the Committee shall
constitute a quorum.  The vote of a majority of a quorum shall constitute
action by the Committee.

b.     The Committee shall have the power to interpret and administer the
Plan.  All questions of interpretation with respect to the Plan, or rights
granted and the terms of any Award Agreements, including the timing, pricing,
and amounts of Awards, shall be determined by the Committee, and its
determination shall be final and conclusive upon all parties in interest.  The
Committee's determinations under the Plan need not be uniform and may be made
by it selectively among Employees who receive, or are eligible to receive,
Awards under the Plan, whether or not such persons are similarly situated.

c.     In the event of any conflict between an Award Agreement and this Plan,
the terms of this Plan shall govern.

d.     The Committee may delegate to the officers or Employees of the
Corporation and its Subsidiaries the authority to execute and deliver such
instruments and documents, to do all such acts and things, and to take all
such other steps deemed necessary, advisable or convenient for the effective
administration of the Plan in accordance with its terms and purpose, except
that the Committee may not delegate any discretionary authority with respect
to substantive decisions or functions regarding the Plan or Awards including,
but not limited to, decisions regarding the timing, eligibility, pricing,
amount or other material terms of such Awards.  Any such delegation may be
revoked by the Committee at any time.

e.     The Company and Subsidiaries shall furnish the Committee with such data
and information as it determines may be required for it to discharge its
duties.  The records of the Company and Subsidiaries as to an employee's or
Participant's employment, termination of employment, leave of absence,
reemployment and compensation shall be conclusive on all persons unless
determined to be incorrect.  Participants and other persons entitled to
benefits under the Plan must furnish the Committee such evidence, data or
information, as the Committee considers desirable to carry out the terms of
the Plan.

SECTION 9:  ADJUSTMENT PROVISIONS

a.     In the event of any change in the outstanding shares of Stock by reason
of a stock dividend or split, recapitalization, merger or consolidation
(whether or not the Corporation is a surviving corporation), reorganization,
combination or exchange of shares or other similar corporate changes or an
extraordinary dividend payback in cash or property, the Committee may adjust
Awards to preserve the benefits or potential benefits of the Awards.

b.     The Committee shall make any further adjustments as it deems necessary
to ensure equitable treatment of any holder of an Award as the result of any
other transaction affecting the Plan not described in (a), or as is required
or authorized under the terms of any applicable Award Agreement.

c.     The existence of the Plan and the Awards granted hereunder shall not
affect or restrict in any way the right or power of the Board of Directors or
the shareholders of the Corporation to make or authorize any adjustment,
recapitalization, reorganization or other capital structure of its business,
any merger or consolidation of the Corporation, any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the
Stock or the rights thereof, the dissolution or liquidation of the Corporation
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding.

SECTION 10:  CHANGE OF CONTROL

a.     In the event of a change of control of the Corporation, in addition to
any action required or authorized by the terms of an Award Agreement, the
Committee may, in its sole discretion unless otherwise provided in an Award
Agreement, take any of the following actions as a result, or in anticipation,
of any such event:

1.     accelerate time periods for purposes of vesting in, or realizing gain
from, any outstanding Award made pursuant to this Plan;

2.     make adjustments or modifications to outstanding Awards, as the
Committee deems appropriate to maintain and protect the rights and interests
of Participants following such change of control.

Any such action approved by the Committee shall be conclusive and binding on
the Corporation and all Participants.

b.     For purposes of this Section, a change of control shall mean the
following:


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1.     A tender offer or exchange offer is made whereby the effect of such
offer is to take over and control the affairs of the Corporation, and such
offer is consummated for the ownership of securities of the Corporation
representing twenty percent (20%) or more of the combined voting power of the
Corporation's then outstanding voting securities.

2.     The Corporation is merged or consolidated with another corporation and,
as a result of such merger or consolidation, less than seventy-five percent
(75%) of the combined voting power of the surviving or resulting corporation
shall then be owned in the aggregate by the former stock holders of the
Corporation.

3.     The Corporation transfers substantially all of its assets to another
corporation or entity that is not a wholly owned subsidiary of the
Corporation.

4.     Any person (as such term is used in Sections 3(a)(9) and 13(d)(3) of
the Exchange Act) other than a person included within the definition of
Rosenberg Shareholder in Section II.6, Stock Not Subject to the Control Share
Act, of the Corporation's Bylaws (or any group controlled by or consisting of
persons included within the definition of Rosenberg Shareholder) is or becomes
the beneficial owner, directly or indirectly, of securities of the Corporation
representing twenty percent (20%) or more of the combined voting power of the
Corporation's then outstanding securities.

5.     As the result of a tender offer, merger, consolidation, sale of assets,
or contested election, or any combination of such transactions, the persons
who were members of the Board of Directors of the Corporation immediately
before the transaction, cease to constitute at least a majority thereof.


SECTION 11:  UNFUNDED PLAN

a.     The Plan shall be unfunded.  No provision of the Plan or any Award
Agreement will require the Corporation or its Subsidiaries, for the purpose of
satisfying any obligations under the Plan, to purchase assets or place any
assets in a trust or other entity to which contributions are made or otherwise
to segregate any assets, nor will the Corporation or its Subsidiaries maintain
separate bank

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accounts, books, records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes.

b.     Participants will have no rights under the Plan other than as unsecured
general creditors of the Corporation and its Subsidiaries, except that insofar
as they may have become entitled to payment of additional compensation by
performance of services, they will have the same rights as other employees
under generally applicable law.

SECTION 12:  LIMITS OF LIABILITY

a.     Any liability of the Corporation or a Subsidiary to any Participant
with respect to an Award shall be based solely upon contractual obligations
created by the Plan and the Award Agreement.

b.     Neither the Corporation nor a Subsidiary, nor any member of the Board
of Directors or of the Committee, nor any other person participating in any
determination of any question under the Plan, or in the interpretation,
administration or application of the Plan, shall have any liability to any
party for any action taken or not taken in good faith under the Plan.

SECTION 13:  RIGHTS OF EMPLOYEES

a.     Status as an eligible Employee shall not be construed as a commitment
that any Award will be made under this Plan to such eligible Employee or to
eligible Employees generally.

b.     Nothing contained in this Plan or in any Award Agreement (or in any
other documents related to this Plan or to any Award or Award Agreement) shall
confer upon any Employee or Participant any right to continue in the employ or
other service of the Corporation or a Subsidiary or constitute any contract or
limit in any way the right of the Corporation or a Subsidiary to change such
person's compensation or other benefits or to terminate the employment or
other service of such person with or without cause.

SECTION 14:  TERM

The Plan shall be adopted by the Board of Directors effective as of January 1,
1999 and shall remain in effect until suspended or terminated by them.

SECTION 15:  REQUIREMENTS OF AND GOVERNING LAW

The Plan, the Award Agreements and all actions taken hereunder or thereunder
shall be governed by, and construed in accordance with, the laws of the state
of Maryland without regard to the conflict of law principles thereof.