SEVERANCE AND NON-COMPETITION AGREEMENT

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         Agreement made as of the 8th day of September 2004, between Maritrans

General Partner Inc., a Delaware corporation (the "Company"), and Christopher J.

Flanagan (the "Employee").



         WHEREAS, the Employee is currently employed by the Company in an

important executive position;



         WHEREAS, the Company is a subsidiary of Maritrans Inc., a publicly

traded corporation ("Maritrans");



         WHEREAS, in consideration for the Employee agreeing not to compete with

the Company in the event the Employee's employment is terminated, the Company

agrees that the Employee shall receive the compensation set forth in this

Agreement as a cushion against the financial and career impact on the Employee

in the event the Employee's employment with the Company is terminated;



         NOW, THEREFORE, in consideration of the foregoing and the mutual

covenants and agreements hereinafter set forth and intending to be legally bound

hereby, the parties hereto agree as follows:



1.  Definitions. For all purposes of this Agreement, the following terms shall

    have the meanings specified in this Section unless the context clearly

    otherwise requires:



         (a)  "Affiliate" and "Associate" shall have the respective meanings

              ascribed to such terms in Rule 12b-2 of the General Rules and

              Regulations under the Securities Exchange Act of 1934, as amended

              (the "Exchange Act").



         (b)  "Base Salary " shall mean the sum of the Employee's base salary,

              at the rate in effect on the Termination Date or at the time of a

              Change of Control, if higher, together with any and all salary

              reduction authorized amounts under any of the Company's benefit

              plans or programs, but excluding any amounts attributable to the

              exercise of stock options by the Employee under the Company's

              Equity Compensation Plan and the Cash Long Term Incentive Plan.



         (c)  "Beneficial Owner" of any securities shall mean:



              (i)   that such Person or any of such Person's Affiliates or

                    Associates, directly or indirectly, has the right to acquire

                    (whether such right is exercisable immediately or only after

                    the passage of time) pursuant to any agreement, arrangement

                    or understanding (whether or not in writing) or upon the

                    exercise of conversion rights, exchange rights, rights,

                    warrants or options, or otherwise, securities of the

                    Company; provided, however, that a Person shall not be

                    deemed the "Beneficial Owner" of securities tendered

                    pursuant to a tender or exchange offer made by such Person

                    or any of such Person's Affiliates or Associates until such

                    tendered securities are accepted for payment, purchase or

                    exchange;



              (ii)  that such Person or any of such Person's Affiliates or

                    Associates, directly or indirectly, has the right to vote or

                    dispose of or has "beneficial ownership" of (as determined





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                    pursuant to Rule 13d-3 of the General Rules and Regulations

                    under the Exchange Act), including without limitation

                    pursuant to any agreement, arrangement or understanding,

                    whether or not in writing; provided, however, that a Person

                    shall not be deemed the "Beneficial Owner" of any security

                    under this subsection (ii) as a result of an oral or written

                    agreement, arrangement or understanding to vote such

                    security if such agreement, arrangement or understanding (A)

                    arises solely from a revocable proxy given in response to a

                    public proxy or consent solicitation made pursuant to, and

                    in accordance with, the applicable provisions of the General

                    Rules and Regulations under the Exchange Act, and (B) is not

                    then reportable by such Person on Schedule 13D under the

                    Exchange Act (or any comparable or successor report); or



              (iii) where voting securities are beneficially owned, directly or

                    indirectly, by any other Person (or any Affiliate or

                    Associate thereof) with which such Person (or any of such

                    Person's Affiliates or Associates) has any agreement,

                    arrangement or understanding (whether or not in writing) for

                    the purpose of acquiring, holding, voting (except pursuant

                    to a revocable proxy as described in the proviso to

                    subsection (ii) above) or disposing of any voting securities

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