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            CROWN CENTRAL PETROLEUM CORPORATION

            EXECUTIVE SEVERANCE PLAN


          The Crown Central Petroleum Corporation Executive
          Severance Plan (the "Plan") is hereby established
          by Crown Central Petroleum Corporation, a Maryland
          corporation (the "Corporation") for the benefit of
          its eligible executives.  The purpose of the Plan
          is to provide certain benefits to eligible
          executives in the event of a termination of
          employment under defined circumstances after a
          Change of Control.

          Section 1.    Definitions.  For purposes of this
          Plan:
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          (a)"Beneficiary" shall mean the person or entity
          designated by an Executive, by written instrument
          delivered to the Corporation, to receive the
          benefits payable under this Plan in the event of
          the Executive's death.  If an Executive fails to
          designate a Beneficiary, or if no Beneficiary
          survives the Executive, such death benefits shall
          be paid to the Executive's estate.

          (b)"Board" shall mean the Board of Directors of
          the Corporation.

          (c)"Change in Control" shall mean:

          (i)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.

          (ii) 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.

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

          (iv) Any person (as such term is used in Sections
          3(a)(9) and 13(d)(3) of the Exchange Act) 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.

                                 -1-

          <PAGE>

           (v) 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
          immediately before the transaction, cease to
          constitute at least a majority thereof.

          (d)"Code" shall mean the Internal Revenue Code of
          1986.
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          (e)``Compensation'' shall mean the total
          compensation paid to a Participant by the
          Corporation as reportable on Internal Revenue
          Service Form W-2 (i) plus  any amount contributed
          by the Participant pursuant to a salary reduction
          agreement and which is not includible in gross
          income under Code Sections 125 or 402(a)(8), and 
          any amount of salary reductions elected by the
          Participant under the Supplemental Savings Plan,
          and (ii) reduced by any income recognized by the
          Participant from the exercise of stock options,
          the grant of  stock or any other income arising
          from the Crown Central Petroleum Corporation 1994
          Long Term Incentive Plan or any successor plan of
          the Corporation.

          (f)"Effective Date" shall mean September 26,
          1996, subject to approval of the Plan by the
          Board.

          (g)"Executive" shall mean only a Vice President
          or higher executive officer of the Corporation on
          the Effective Date, and any Vice President or
          higher executive officer of the Corporation hired
          after the Effective Date upon approval of his
          participation in the Plan by the Board.

          (h)``Final Compensation'' shall mean an amount
          equal to a Participant's Compensation for the
          calendar year during the three calendar years
          prior to the termination of  the Participant's
          employment for which the Participant received the
          largest amount of Compensation.

          (i)"Good Cause" shall mean:

          (i)fraud or material misappropriation by the
          Executive with respect to the business or assets
          of the Corporation,

          (ii) the persistent refusal or willful failure of
          the Executive materially to perform his duties and
          responsibilities to the Corporation, which
          continues after the Executive receives notice of
          such refusal or failure, or

          (iii)the Executive's conviction of a felony or
          crime involving moral turpitude.

                                 -2-

          <PAGE>

          (j)"Good Reason" shall exist with respect to an
          Executive if, without the Executive's express
          written consent:
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          (i)there is a significant adverse change in the
          nature or the scope of the Executive's authority
          or in his overall working environment after a
          Change of Control;

          (ii) the Executive is assigned duties materially
          inconsistent with his duties, responsibilities and
          status at the time of a Change of Control;

          (iii)there is a reduction, which is not agreed to
          by the Executive, in the Executive's rate of base
          salary, incentive compensation, welfare benefits,
          or perquisites such as car allowances as in effect
          at the time of a Change of Control; or

          (iv) the Corporation changes by 50 miles or more
          the principal location in which the Executive is
          required to perform services from the location at
          which the Executive was employed as of the Change
          of Control.

          (k)"Incentive Plan" means the Crown Central
          Petroleum Corporation 1994 Annual Incentive Plan
          as changed from time to time.

          (l)"Retirement Plan" shall mean any qualified or
          supplemental employee pension benefit plan, as
          defined in Section 3(2) of the Employee Retirement
          Income Security Act of 1974, as amended ("ERISA"),
          currently or hereinafter made available by the
          Corporation in which an Executive is eligible to
          participate.

          (m)"Severance Benefit" shall mean the Salary
          Continuance Benefit and the Welfare Continuance
          Benefit.

               (n) "Severance Period" shall mean the period
          beginning on the date an Executive's employment
          with the Corporation terminates and ending on the
          date 24 months thereafter.

          (o)"SRI Plan" shall mean the Crown Central
          Petroleum Corporation Supplemental Retirement
          Income Plan For Senior Executives, as amended from
          time to time.

          (p)"Supplemental Savings Plan" shall mean the
          Crown Central Petroleum Employees Supplemental
          Savings Plan, as amended from time to time.

          (q)"Welfare Continuance Benefit" shall mean the
          benefit provided in Section 5(e).

                                 -3-
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          <PAGE>

          (r)"Welfare Plan" shall mean any health and
          dental plan, disability plan, survivor income plan
          or life insurance plan, as defined in Section 3(1)
          of ERISA, currently or hereafter made available by
          the Corporation in which an Executive is eligible
          to participate.

          All references made to the masculine gender are
          intended to refer equally to the female gender.

          Section 2.    Supplemental Retirement Benefits.

          (a)Upon a Change of Control, the following
          provisions shall apply to the Executives who are
          Participants in the SRI Plan as of the Change of
          Control and who, within 24 months of a Change of
          Control, terminate employment for Good Reason or
          are terminated without Good  Cause.  All
          capitalized terms used in this Section 2(a) shall
          have the meanings as provided in the SRI Plan.

          (i)For purposes of calculating the Regular SRI
          Benefit, a Participant's age shall be deemed to be
          the Participant's actual age plus three (3) years
          (but not in excess of age 65) (the ``
                                              Enhanced
          Age''
              ), and the Participant's Total Service shall
          be deemed to be the Participant's actual Total
          Service plus three (3) years (the ``
                                             Enhanced
          Service''
                  ).  The Participant shall be deemed to
          earn his Compensation for the last 12 months
          before the Change of Control for each of the
          deemed additional three (3) years.

          (ii) The Participant shall be entitled to an
          immediate payment of the Actuarial Equivalent of
          his Regular SRI Benefit Plan as adjusted by this
          Plan and his Limitation SRI Benefit.  Payment
          shall be made as a single lump sum payment. 

          (iii)To determine the Actuarial Equivalent of a
          Participant's Regular SRI Benefit, the following
          provisions shall apply.  The Actuarial Equivalent
          shall be determined under the provisions of the
          Retirement Plan relating to the calculation of
          lump sum payments.  The amount of the Regular SRI
          Benefit shall be calculated with the enhancements
           provided in Section 2(a)(i).   The Participant's
          benefit shall be deemed to start at: (A) age 65 if
          the Participant's Enhanced Service is less than
          ten (10) years; (B) age 55 if the Participant's
          Enhanced Service is ten (10) years or more and
          Enhanced Age is less than age 55; (C) immediately
          if the Participant's Enhanced Service is ten (10)
          years or more and Enhanced Age is age 55 or older;
          and (D) immediately if the Participant's Enhanced
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          Service is less than ten (10) years and Enhanced
          Age is age 65 or older.  The Participant's age for
          purposes of the calculation shall be: (A) the
          Participant's actual age if the Participant's
          Enhanced Service is ten (10) years or more and 
          Enhanced Age is age 55 or older; (B) the
          Participant's actual age if the Participant's
          Enhanced Age is age 65 or older; and (C) the
          Participant's Enhanced Age in all other cases.

                                 -4-

          <PAGE>

          (iv)  Immediately prior to a Change of Control,
          the Crown Central Petroleum Corporation
          Supplemental Retirement Income Plan For Senior
          Executives Plan Trust (the ``
                                      Trust'') shall become
          effective.  The Corporation shall immediately fund
          the Trust with an amount equal to then Actuarial
          Equivalent of the SRI Benefits, as determined
          under Section 2(a)(iii), of all Participants in
          the SRI Plan who are Executives at the time of the
          Change of Control.  The Corporation will maintain
          sufficient assets in the Trust to pay such SRI
          Benefits for 24 months after the Change of
          Control.  The Trust shall be funded with cash or
          cash equivalents other than stock of the
          Corporation. 

          (v) The provisions of Section 6 of the SRI Plan
          relating to noncompetition shall not apply.

          (b)Upon a Change of Control, the following
          provisions shall apply to the Executives who are
          Participants in the Savings Plan as of the Change
          of Control and who, within 24 months of a Change
          of Control, terminate employment for Good Reason
          or are terminated without Good  Cause.  All
          capitalized terms used in this Section 2(a) shall
          have the meanings as provided in the Supplemental
          Savings Plan.

          (i)An Executive shall be fully vested in the
          Participant's Matching Credits Account.

          (ii) The Corporation shall make an additional
          contribution to the Participant's Matching Credits
          Account in the Supplemental Savings Plan.  The
          additions contribution shall be equal to two (2)
          times the sum of the Corporation's Matching
          Contributions under the Savings Plan to the
          Participant plus the amounts credited to the
          Participant's Matching Credits Account in the
          Supplemental Savings Plan for the calendar year
          prior to the Change of Control.
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          Section 3.    Annual Incentive Plan. 

          This Section 3 shall apply to all Executives who
          are employed on the date of the Change of Control.
           Upon a Change of Control, for purposes of the
          Crown Central Petroleum Corporation 1994 Annual
          Incentive Plan (``
                           Annual Incentive Plan'') for the
          fiscal year in which the Change of Control occurs,
          the Corporation shall be deemed to have achieved
          the level of performance as to each Performance
          Criteria that is the greater of (a) the actual
          level of performance, or (b) the level of
          performance that would result in a 100-percent
          Performance Adjustment.  Any Executive who is not
          employed on the last day of the calendar year in
          which the Change of Control occurs shall receive a
          pro rata award under the Annual Incentive Plan as
          adjusted under this Section 3 based on the portion
          of the calendar year during which the Executive
          was employed.

                                 -5-

          <PAGE>

          Section 4.    Outplacement Services.

          Upon a Change of Control, any Executive who,
          within 24 months of a Change of Control,
          terminates employment for Good Reason or is
          terminated without Good Cause shall be entitled to
          receive complete outplacement services, including
          job search and interview skill services.  The
          services shall be provided by a nationally
          recognized outplacement organization selected by
          the Executive with the approval of the Corporation
          (which approval shall not be unreasonably
          withheld).  The services shall be provided for up
          to 24 months after the Executive's termination of
          employment.

          Section 5.    Benefits Upon Termination of
          Employment.

          (a)Subject to the provisions of Section 8, an
          Executive shall be entitled to a Salary
          Continuance Benefit and a Welfare Continuance
          Benefit if  (i) the employment of the Executive
          with the Corporation is terminated by the
          Corporation for any reason other than Good Cause,
          or (ii) the Executive terminates his employment
          with the Corporation for Good Reason within 24
          months after a Change of Control. 

          (b)The Salary Continuance Benefit shall be a lump
          sum payment equal to two (2) times the Executive's
          Final Compensation.
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          (c)Payment of the Salary Continuance Benefit
          shall be subject to the following terms and
          conditions:

          (i)Salary Continuance Benefits shall be made net
          of all required federal and state withholdings
          taxes and similar required withholdings.

          (ii) Payment of the Salary Continuance Benefit
          shall not affect the entitlement of the Executive
          or his Beneficiary, or any other person entitled
          to receive benefits with respect to the Executive
          under any Retirement Plan, Welfare Plan, or other
          plan or program maintained by the Corporation in
          which the Executive participates at the date of
          termination of employment.

          (iii)The Salary Continuance Benefit shall not be
          affected by any employment which the Executive may
          obtain after termination with the Corporation nor
          otherwise subject to mitigation in any respect.

                                 -6-

          <PAGE>

          (d)During the Severance Period, an Executive and
          his dependents will continue to be covered by all
          Welfare Plans in which he and his dependents were
          participating immediately prior to the date of his
          termination (the "Welfare Continuance Benefit"). 
          Any changes to any Welfare Plan during the
          Severance Period shall be applicable to the
          Executive and his dependents as if he continued to
          be an employee of the Corporation.  The
          Corporation will pay the costs of the Welfare
          Continuance Benefit for the Executive and his
          dependents under the Welfare Plans on the same
          basis as applicable, from time to time, to active
          employees covered under the Welfare Plans.  If
          such participation in any one or more of the
          Welfare Plans included in the Welfare Continuance
          Benefit is not possible under the terms of the
          Welfare Plan, the Corporation will provide
          substantially identical benefits directly or
          through an other insurance arrangement.  The
          Welfare Continuance Benefits as to any Welfare
          Plan will cease if and when the Executive notifies
          the Corporation that all or part of the Welfare
          Continuance Benefit may be terminated.

          Section 6.    Death.

          If an Executive dies while receiving a Welfare
          Continuation Benefit, the Executive's spouse and
          other dependents shall continue to be covered
<PAGE>


          under all applicable Welfare Plans during the
          remainder of the Severance Period.

          Section 7.    Determinations of Eligibility.

          If an Executive makes a claim for benefits under
          the Plan and that claim is denied, the Corporation
          shall seek legal advice from a special independent
          counsel selected by the Executive and approved by
          the Corporation (which approval shall not be
          unreasonably withheld), and who has not otherwise
          performed services for the Company within the last
          five (5) years (other than in connection with this
          Plan) or for the Executive.  Such counsel shall
          render a written opinion to the Corporation and
          Executive as to whether and to what extent the
          Executive is entitled to benefits under the Plan.
           The Corporation shall indemnify the Executive
          against any and all expenses (including attorneys'
          fees) which are incurred by the Executive in
          connection with any claim made for benefits under
          the Plan that is initially denied by the
          Corporation and that is ultimately paid under the
          Plan.

          Section 8.    Release of Claims.

          In consideration for and as a condition to
          receiving any payments under this Plan, the
          Executive must execute a written release in a form
          provided by the Corporation.  In addition to any
          other provisions determined by the Corporation,
          the release may provide that the Executive agrees,
          for himself and his heirs, representatives,
          successors and assigns, that the Executive has
          finally and permanently separated from employment
          with the Corporation, and that he waives, releases
          and forever discharges the Corporation from any
          and all claims, known or unknown, that he has or
          may have, including but not limited to those
          relating to or arising out of his employment with
          the Corporation and the termination thereof,
          including but not limited to any claims of
          wrongful discharge, breach of express or implied
          contract, fraud, misrepresentation, defamation,
          liability in tort, any claims under Title VII of
          the Civil Rights Act of 1964, as amended, the Age
          Discrimination in Employment Act, the Employee
          Retirement Income Security Act, the Fair Labor
          Standards Act, or any other federal, state or
          local law relating to employment, employee
          benefits or the termination of employment,
          excepting only any claims to vested retirement
          benefits.

                                 -7-
          <PAGE>
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          Section 9.    No Setoff.

          Payment of a Severance Benefit shall be in
          addition to any other amounts otherwise payable to
          the Executive, including any accrued but unpaid
          vacation pay.  No payments or benefits payable to
          or with respect to an Executive pursuant to this
          Plan shall be reduced by any amount the Executive
          may owe to the Corporation (except for amounts
          owed to the Corporation on account of loans,
          travel or standing advances, personal charges on
          Corporation credit cards or accounts, or the value
          of Corporation property not returned to the
          Corporation), or by any amount an Executive may
          earn or receive from employment with another
          employer or from any other source.

          Section 10.   No Assignment of Benefit.

          No interest of any Executive or any Beneficiary
          under this Plan, or any right to receive any
          payment or distribution hereunder, shall be
          subject in any manner to sale, transfer,
          assignment, pledge, attachment, garnishment, or
          other alienation or encumbrance of any kind, nor
          may such interest or right to receive a payment or
          distribution be taken, voluntarily or
          involuntarily, for the satisfaction of the
          obligations or debts of, or other claims against,
          the Executive or Beneficiary, including claims for
          alimony, support, separate maintenance, and claims
          in bankruptcy proceedings.

          Section 11.   Benefits Unfunded.

          All rights under this Plan of the Executives and
          Beneficiaries, shall at all times be entirely
          unfunded, and no provision shall at any time be
          made with respect to segregating any assets of the
          Corporation for payment of any amounts due
          hereunder except as provided with respect to the
          SRI Plan.  The Executives and Beneficiaries shall
          have only the rights of general unsecured
          creditors of the Corporation.

          Section 12.   Applicable Law.

          This Plan shall be construed and interpreted
          pursuant to the laws of the State of Maryland.

          Section 13.   No Employment Contract.

          Nothing contained in this Plan shall be construed
          to be an employment contract between an Executive
          and the Corporation.
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                                 -8-
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          Section 14.   Severability.

          In the event any provision of this Plan is held
          illegal or invalid, the remaining provisions of
          this Plan shall not be affected thereby.

          Section 15.   Successors.

          The Plan shall be binding upon and inure to the
          benefit of the Corporation, the Executives and
          their respective heirs, representatives and
          successors.

          Section 16.   Litigation Expenses.

          The Corporation shall pay the litigation expenses,
          including reasonable attorneys' fees, incurred by
          any Executive or Beneficiary in a suit against the
          Corporation in which such Executive or Beneficiary
          successfully sues to enforce his rights under the
          Plan.

          Section 17.   Amendment and Termination.

          The Board shall have the right to amend the Plan
          from time to time and may terminate the Plan at
          any time, except as provided below:

          (a)No amendment may be made to the Plan and the
          Plan may not be terminated for 24 months after a
          Change of Control,

          (b)No amendment or termination shall reduce the
          benefits payable to an Executive who is receiving
          a Severance Benefit, and

          (c)No amendment or termination that would
          adversely affect an Executive shall be effective
          with respect to any existing Participant until 24
          months after approval of the amendment or
          termination by the Board.


          CROWN CENTRAL PETROLEUM CORPORATION



          Date: September 26, 1996

          By  Henry A. Rosenberg, Jr.
                Chairman of the Board

          Attest:
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          Delores B. Rawlings