CROWN CENTRAL PETROLEUM CORPORATION
                          1994 LONG-TERM INCENTIVE PLAN
                          (AS RESTATED ON JUNE 29, 2000)


SECTION 1: ESTABLISHMENT AND PURPOSE

The purpose of the Crown Central Petroleum Corporation 1994 Long-Term Incentive
Plan (the "Plan") is to benefit the Corporation and its Subsidiaries. The Plan
is also intended to benefit the Corporation's stockholders by encouraging high
levels of performance by individuals who are key to the success of the
Corporation and its Subsidiaries and to enable the Corporation and its
Subsidiaries to attract, motivate and retain talented and experienced
individuals essential to the Corporation's success. This is to be accomplished
by providing such employees an opportunity to obtain or increase their
proprietary interest in the Corporation's performance and by providing such
employees with additional incentives to remain with the Corporation and its
Subsidiaries.


SECTION 2: DEFINITIONS

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

        a.     "ADMINISTRATIVE COSTS" means total administrative operating
               expenses exclusive of refinery, supply and transportation, and
               marketing expenses plus total interest expense including
               capitalized interest costs net of interest income.

        b.     "AWARD" means Non-qualified Stock Options and Performance
               Vested Restricted Stock granted pursuant to Section 4 hereof.

        c.     "AWARD AGREEMENT" means an agreement described in Section 6
               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" means the Board of Directors of the
               Corporation as it may be comprised from time to time.

        e.     "CAUSE" means an act that constitutes cause for termination of
               employment under the Corporation or Subsidiary's normal
               personnel practices.

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

        g.     "COMMITTEE" means the Committee as defined in Section 8 hereof.

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        h.     "CORPORATION" means Crown Central Petroleum Corporation, and
               any successor corporation.

        i.     "COVERED EMPLOYEE" means a covered employee within the meaning
               of Code Section 162(m)(3).

        j.     "EMPLOYEE" means officers, other key employees and all non-
               union salaried employees of the Corporation or a Subsidiary,
               but excludes directors who are not also officers or
               employees of the Corporation.

        k.     "EXCHANGE ACT" means the Securities Exchange Act of 1934, and
               any successor statute, as it may be amended from time to time.

        l.     "FAIR MARKET VALUE" means 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.

        m.     "INSIDER" means any person who is subject to Section 16.

        n.     "MARKETING CONTRIBUTION" means Crown's marketing income minus
               marketing expenses.

        o.     "NET MARGIN" means the Corporation's Refining Gross Margin
               reduced by Total Refining Costs and Administrative Costs and
               increased by the Marketing Contribution, as determined by the
               Committee under the Corporation's regular accounting practices
               on a consistent basis.

        p.     "NON-QUALIFIED STOCK OPTION" means an option to purchase Stock
               that is granted pursuant to Section 4(a) hereof that does not
               meet the requirements of Code Section 422, or if meeting those
               requirements, is not intended to be an incentive stock option
               under Code Section 422.

        m.     "PARTICIPANT" means any Employee who has been granted an Award
               pursuant to this Plan.

        n.     "REFINING GROSS MARGIN" means the measure of actual gross
               margin at the refinery (revenues minus costs of goods)
               compared to a model for optimal refining performance.

        o.     "SECTION 16" means Section 16 of the Exchange Act, and any
               successor statutory provision, and the rules promulgated
               thereunder, as it or they may be amended from time to time.

        p.     "STOCK" means 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
               hereof.

        u.     "SUBSIDIARY" means 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.


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        v.     "TOTAL REFINING COSTS" means total refinery operating costs.


SECTION 3:  ELIGIBILITY

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.


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SECTION 4:  AWARDS

The Committee may grant either of the following types of Awards, singly or in
combination, as the Committee may in its sole discretion determine:

        a.     NON-QUALIFIED STOCK OPTIONS. A Non-qualified Stock Option is an
               option to purchase a specific number of shares of Stock during
               such specified time as the Committee may determine, not to
               exceed ten (10) years, at a price not less than 100% of the
               Fair Market Value of the Stock on the date the option is
               granted.

               1)     The purchase price of the Stock subject to the option
                      may be paid in cash. At the discretion of the Committee
                      at the time of exercise or as provided in the Award
                      Agreement, the purchase price may also be paid by the
                      tender of Stock (the value of such Stock shall be its
                      Fair Market Value on the date of exercise), or through
                      a combination of Stock and cash, or through such other
                      means as the Committee determines are consistent with
                      the Plan's purpose and applicable law. No fractional
                      shares of Stock will be issued or accepted.

               2)     Without limiting the foregoing, to the extent
                      permitted by law (including relevant state law),
                      (A) the Committee may agree to accept as full or
                      partial payment of the purchase price of Stock issued
                      upon exercise of options, a promissory note of the
                      Participant evidencing the Participant's obligation to
                      make future cash payments to the Corporation, which
                      promissory notes shall be payable as determined by the
                      Committee (but in no event later than five (5) years
                      after the date thereof), shall be secured by a pledge
                      of the shares of Stock purchased, and shall bear
                      interest at a rate established by the Committee which
                      shall be at least equal to the minimum interest rate
                      required at the time to avoid imputed interest under the
                      Code, and (B) the Committee may also permit
                      Participants, at the time of exercise or as provided
                      in the Award Agreement, simultaneously to exercise
                      options and sell the shares of Stock thereby acquired,
                      pursuant to a brokerage or similar arrangement
                      approved in advance by the Committee, and use the
                      proceeds from such sale as payment of the purchase
                      price of such Stock.

        b.     PERFORMANCE VESTED RESTRICTED STOCK. Performance Vested
               Restricted Stock is Stock that is issued to a Participant
               and is subject to the attainment of performance goals,
               restrictions on transfer or such other restrictions on
               incidents of ownership, if any, as the Committee may
               determine.

               1)     The performance goals shall be based on such measure or
                      measures of performance, which may include, but need not
                      be limited to, the performance of the Corporation, one
                      or more Subsidiaries or one or more of their divisions
                      or units, or any combination of the foregoing, as the
                      Committee shall determine, and may be applied on an
                      absolute basis or be relative to industry or other
                      indices, or any combination thereof. Unless otherwise
                      provided in an Award, such performance goals may be
                      adjusted in any manner by the Committee in its
                      discretion at any time and from time to time if it
                      determines that such performance goals are not
                      appropriate under the circumstances. The performance
                      goals for Covered Employees shall be based on the
                      Corporation's Net Margin unless prior to the grant
                      of an Award the Committee determines that another
                      performance measurement or measurements should be
                      substituted.

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               2)     Subject to such restrictions, the Participant as
                      owner of such shares of Performance Vested Restricted
                      Stock shall have the rights of the holder thereof,
                      except that the Committee may provide at the time of
                      the Award that any dividends or other distributions paid
                      on such Stock while subject to such restrictions shall
                      be accumulated or reinvested in Stock and held subject
                      to the same restrictions as the Performance Vested
                      Restricted Stock and such other terms and conditions as
                      the Committee shall determine.

               3)     A certificate for the shares of Performance Vested
                      Restricted Stock, which certificate shall be registered
                      in the name of the Participant, shall bear an
                      appropriate restrictive legend and shall be subject
                      to appropriate stop-transfer orders or the certificates
                      representing shares of Performance Vested Restricted
                      Stock shall be held in custody by the Corporation
                      until the restrictions relating thereto otherwise
                      lapse and the Participant shall deliver to the
                      Corporation a stock power endorsed in blank
                      relating to the Performance Vested Restricted Stock.


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SECTION 5:  SHARES OF STOCK AVAILABLE UNDER PLAN

        a.     Subject to the adjustment provisions of Section 9 hereof, the
               number of shares of Stock with respect to which Awards may be
               granted under the Plan shall not exceed 1,100,000 shares of
               Stock; provided that no more than 550,000 of the shares of
               Stock available for Awards shall be available for Awards
               in the form of Performance Vested Restricted Stock; and
               provided further that no single Participant shall receive,
               in any one calendar year, Awards (i) in the form of Non-
               qualified Stock Options with respect to more than 150,000
               shares of Stock and (ii) for more than 50,000 Performance
               Vested Restricted Shares, as determined for purposes of Code
               Section 162(m). The number of shares shall, if permissible
               under Rule 16b-3 of the Exchange Act, include the number of
               shares surrendered by a Participant or retained by the
               Corporation in payment of applicable withholding taxes
               under Section 6(a)(4) hereof.

        b.     Any unexercised or undistributed portion of any terminated or
               forfeited Award shall be available for further Awards in
               addition to those available under Section 5(a) hereof to the
               extent permitted under Section 16.

        c.     The Stock which may be issued pursuant to an Award under the
               Plan may be authorized but unissued Stock, or Stock that is
               acquired, subsequently or in anticipation of the transaction,
               in the open market to satisfy the requirements of the Plan.


SECTION 6:  AWARD AGREEMENTS

Each Award under the Plan shall be evidenced by an Award Agreement setting
forth the number of shares of Stock subject to the Award and such other terms
and conditions applicable to the Award, as determined by the Committee, not
inconsistent with the terms of the Plan.

        a.     Award Agreements shall 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, the Award shall be exercised only by
                      such Participant or by his or her guardian or legal
                      representative.


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               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, time for exercise, 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 Awards(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.

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

               3)     RIGHTS AS A STOCKHOLDER. A provision stating that a
                      Participant shall have no rights as a stockholder with
                      respect to any Stock covered by an Award of a
                      Non-qualified Stock Option until the date the
                      Participant becomes the holder of record. Except as
                      provided in Section 9 hereof, no adjustment shall be
                      made for dividends or other rights, unless the Award
                      Agreement specifically requires such adjustment.


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               4)     WITHHOLDING. A provision requiring the withholding of
                      applicable taxes required by law from all amounts
                      paid in satisfaction of an Award. A Participant may
                      satisfy the withholding obligation by (A) paying the
                      amount of any taxes in cash, (B) with the approval of
                      the Committee at the time applicable taxes are due or
                      as provided in the Award Agreement, shares of Stock
                      may be deducted from the payment to satisfy the
                      obligation in full or in part, or (C) with the
                      approval of the Committee at the time applicable
                      withholding taxes are due or as provided in
                      the Award Agreement, deliver already owned Stock to
                      satisfy the obligation in full or in part. The amount of
                      the withholding and the number of shares to be deducted
                      shall be determined by the Committee with reference to
                      the Fair Market Value of the Stock when the withholding
                      is required to be made. Any use of Stock by an Insider
                      for payment of applicable withholding taxes shall be
                      subject to the provisions of Rule 16b-3 as to the manner
                      and timing of the election.

               5)     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.

               6)     HOLDING PERIOD. In the case of an Award to an Insider:
                      (A) of an equity security, a provision stating (or the
                      effect of which is to require) that such security must
                      be held for at least six (6) months (or such longer
                      period as the Committee in its discretion specifies)
                      from the date of acquisition; or (B) of a derivative
                      security with a fixed exercise price within the
                      meaning of Section 16, a provision stating (or the
                      effect of which is to require) that at least six (6)
                      months (or such longer period as the Committee in its
                      discretion specifies) must elapse from the date of
                      acquisition of the derivative security to the
                      date of disposition of the derivative security
                      (other than upon exercise or conversion) or its
                      underlying equity security.

        b.     Award Agreements may include the following terms:

               1)     REPLACEMENT AND SUBSTITUTION. Any provisions (A)
                      permitting the surrender of outstanding Awards or
                      securities 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 (B) requiring holders of Awards to surrender
                      outstanding Awards as a condition precedent to the grant
                      of new Awards under the Plan.

               2)     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 restrictions or conditions
                      lapse, the effect on the Award of a change in control
                      of the Corporation, the price, amount or value of
                      Awards, and the terms, if any, pursuant to which a
                      Participant may elect to defer the receipt of cash or
                      Stock under an Award.
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SECTION 7:  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 consent, except to preserve the Plan's qualification as a
safe harbor plan under Section 16. However, no such action may, without
approval of the stockholders of the Corporation, be effective with respect
to (A) any Insider if such approval is required by Section 16, or (B) any
Covered Employee if such approval is required by Code Section 162(m)(4)(C).


SECTION 8:  ADMINISTRATION

        a.     The Plan and all Awards granted pursuant thereto shall be
               administered by a Committee of the Board of Directors, which
               Committee shall consist of not less than three (3) members of
               such Board of Directors and shall be constituted so as to
               permit the Plan to comply with the administration requirements
               of Rule 16b-3(c)(2)(i) and (ii) of the Exchange Act and Code
               Section 162(m)(4)(C). 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.


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        b.     The Committee shall have the power to interpret and administer
               the Plan. All questions of interpretation with respect to the
               Plan, the number of shares of Stock or other security 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.     It is the intent of the Corporation that this Plan and Awards
               hereunder satisfy, and be interpreted in a manner that
               satisfies, (i) in the case of Participants who are or may be
               Insiders, the applicable requirements of Rule 16b-3 of the
               Exchange Act, so that such persons will be entitled to the
               benefits of Rule 16b-3, or other exemptive rules under Section
               16, and will not be subjected to avoidable liability
               thereunder; (ii) with respect to Non-qualified Stock Options
               in the case of Participants who are or may be Covered
               Employees, the applicable requirements of Code Section
               162(m) so that the tax deduction for the Corporation or a
               Subsidiary for remuneration in respect of this Plan for
               services performed by such Covered Employees with respect to
               such Non-qualified Stock Options, is not disallowed in whole
               or in part by the operation of such Code Section, and (iii)
               with respect to Performance Vested Restricted Stock in the case
               of Participants who are or may be Covered Employees, the
               applicable requirements of Code Section 162(m) to the extent
               designated by the Committee at the time of an Award. If any
               provision of this Plan or of any Award would otherwise
               frustrate or conflict with the intent expressed in this
               Section 8(d), that provision to the extent possible shall
               be interpreted and deemed amended so as to avoid such
               conflict. To the extent of any remaining irreconcilable
               conflict with such intent, such provision shall be
               deemed void as applicable to Insiders and/or Covered
               Employees, as applicable.


<PAGE>


        e.     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 thereunder as these relate to Insiders or
               Covered Employees, including, but not limited to, decisions
               regarding the timing, eligibility, pricing, amount or other
               material terms of such Awards.


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 number
               of shares of Stock (or other securities) then remaining
               subject to this Plan, and the maximum number of shares that
               may be issued to any single participant pursuant to this Plan,
               including those that are then covered by outstanding Awards,
               shall (i) in the event of an increase in the number of
               outstanding shares, be proportionately increased and the
               price for each share then covered by an outstanding Award
               shall be proportionately reduced, and (ii) in the event
               of a reduction in the number of outstanding shares, be
               proportionately reduced and the price for each share then
               covered by an outstanding Award shall be proportionately
               increased.

        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 transaction affecting the
               securities subject to 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 in 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;
<PAGE>

               2)     offer to purchase any outstanding Award made pursuant to
                      this Plan from the holder for its equivalent cash value,
                      as determined by the Committee, as of the date of the
                      change of control; or

               3)     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:

               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.

<PAGE>

               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

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



<PAGE>



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,
1994, subject to approval by the Corporation's stockholders. The Committee may
grant Awards prior to stockholder approval, provided, however, that Awards
granted prior to such stockholder approval are automatically canceled if
stockholder approval is not obtained at or prior to the period ending twelve
months after the date the Plan is adopted. Notwithstanding anything to the
contrary herein, no Award may be exercisable prior to the date stockholder
approval is obtained. The Plan shall remain in effect until all Awards under
the Plan have been exercised or terminated under the terms of the Plan and
applicable Award Agreements, provided that Awards under the Plan may only be
granted within ten years from the effective date of the Plan.


SECTION 15:  REQUIREMENTS OF AND GOVERNING LAW

        a.     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.

        b.     Notwithstanding anything contained herein or in any Award
               Agreement to the contrary, the Corporation shall not be
               required to sell or issue shares of Stock hereunder if the
               issuance thereof would constitute a violation by the
               Participant or the Corporation of any provisions of any law
               or regulation of any governmental authority or any national

<PAGE>

               securities exchange; and as a condition of any sale or issuance
               the Corporation may require such agreements or undertakings, if
               any, as the Corporation may deem necessary or advisable to
               assure compliance with any such law or regulation.