CROWN CENTRAL PETROLEUM CORPORATION

                          EXECUTIVE SEVERANCE PLAN
                         (As Restated June 29, 2000)

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:

(a) "Annual Incentive Plan" means the Crown Central Petroleum Corporation 1994
Annual Incentive Plan and any successor plan that provides for annual cash
bonuses, as changed from time to time.

(b) "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.

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

(d)     "Change of 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 stockholders 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.


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(iv) 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 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.

(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.


(e) "Code" shall mean the Internal Revenue Code of 1986.

(f) "Compensation" shall mean the total compensation paid to an Executive
by the Corporation as reportable on Internal Revenue Service Form W-2 (i)
plus any amount contributed by the Executive 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 Executive
under the Supplemental Savings Plan, and (ii) reduced by any income recognized
by the Executive 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.

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

(h) "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.

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

(j)     "Good Cause" shall mean:


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(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.

(k) "Good Reason" shall exist with respect to an Executive if, without the
Executive's express written consent:

(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.

(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) "Salary Continuance Benefit" shall mean the benefit provided in Section
5(b).

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

(o) "Severance Period" shall mean the period beginning on the date an
Executive's employment with the Corporation terminates and ending on the
date 36 months thereafter.

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

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

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

(s) "Welfare Plan" shall mean any health plan, 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.

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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 Final Compensation 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 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.

(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(b) 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.

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(ii) The Corporation shall make an additional contribution to the Participant's
Matching Credits Account in the Supplemental Savings Plan. The additional
contribution shall be equal to three (3) 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.

Section 3.     Annual Incentive Plan.

This Section 3 shall apply to all Executives who are employed on the date of a
Change of Control. Upon any Change of Control, for purposes of the 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 also 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.

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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, within 24
months after a Change of Control: (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.

(b) The Salary Continuance Benefit shall be a lump sum payment equal to three
(3) times the Executive's Final Compensation.

(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
that the Executive may obtain after termination with the Corporation nor
otherwise be subject to mitigation in any respect.


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(d) This subsection shall apply if a Change of Control occurs and a
determination is made that all or a portion of any payment, acceleration or
benefit to the Executive under the Plan (alone or in conjunction with any other
plan, program or policy of the Corporation) in connection with, on account of,
or as a result of, such Change of Control constitutes "excess parachute
payments" as defined in Section 280G of the Code, subject to the excise tax
("Excise Tax") provisions of Section 4999 of the Code, or any successor
sections thereof, or any similar state or local tax. The Executive shall be
entitled to receive from the Corporation, in addition to any other amounts
payable hereunder, a lump sum payment in an amount equal to the Excise Tax
imposed on the Executive. Such amount shall be payable to the Executive as
soon as may be practicable after such final determination is made. All
determinations required under this subsection shall be made by a nationally
recognized accounting firm selected by the Executive with the approval of the
Corporation (which approval shall not be unreasonably withheld). The fees and
expenses of the accounting firm shall be borne by the Corporation.

(e) 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 another 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 Continuance Benefit, the
Executive's spouse and other dependents shall continue to be covered under all
applicable Welfare Plans during the remainder of the Severance Period.


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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.

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.


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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.

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,

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(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 Executive until 24 months after
approval of the amendment or termination by the Board.