EXHIBIT 10.1


          Giant Industries, Inc. & Affiliated Companies 401(K)
                                 Plan


                   The CORPORATEplan For RetirementSM
                            Service Agreement


<PAGE>
EXECUTION PAGE (FIDELITY'S COPY)

This Agreement shall be effective upon execution by both parties. By
executing this Agreement, the parties agree to terms and conditions
contained in the Agreement and the following attached Appendices:

                                          Original
Service Agreement                      Effective Date  Revision Date(s)
-----------------                      --------------  ----------------
Articles I and II                        01/01/1996
                                       --------------  ----------------
Appendix A - Investment Schedule
             and Services              --------------  ----------------
Appendix B - Enrollment and
             Education Services        --------------  ----------------
Appendix C - Contribution Processing
             Services                  --------------  ----------------
Appendix D - Loan and Withdrawal
             Services                  --------------  ----------------
Appendix E - Compliance Services
                                       --------------  ----------------
Appendix F - Miscellaneous Additional                     09/30/2005
             Services                  --------------  ----------------

In witness whereof, the parties hereto have caused this Agreement to be
executed by their duly authorized officers.

Employer:                              Employer:
/s/ NATALIE R. DOPP
----------------------------------     ----------------------------------
(Signature)                            (Signature)
Natalie R. Dopp
----------------------------------     ----------------------------------
(Print Name)                           (Print Name)
Vice President, Human Resources
----------------------------------     ----------------------------------
(Title)                                (Title)
9/27/05
----------------------------------     ----------------------------------
(Date)                                 (Date)

Note: Only one authorized signature is required to execute this Agreement
      unless the Employer's corporate policy mandates two authorized
      signatures.

Fidelity Management Trust Company:

----------------------------------
(Signature)

----------------------------------
(Print Name)

----------------------------------
(Title)

----------------------------------
(Date)


<PAGE>
EXECUTION PAGE (EMPLOYER'S COPY)

This Agreement shall be effective upon execution by both parties. By
executing this Agreement, the parties agree to terms and conditions
contained in the Agreement and the following attached Appendices:

                                          Original
Service Agreement                      Effective Date  Revision Date(s)
-----------------                      --------------  ----------------
Articles I and II                        01/01/1996
                                       --------------  ----------------
Appendix A - Investment Schedule
             and Services              --------------  ----------------
Appendix B - Enrollment and
             Education Services        --------------  ----------------
Appendix C - Contribution Processing
             Services                  --------------  ----------------
Appendix D - Loan and Withdrawal
             Services                  --------------  ----------------
Appendix E - Compliance Services
                                       --------------  ----------------
Appendix F - Miscellaneous Additional                     09/30/2005
             Services                  --------------  ----------------

In witness whereof, the parties hereto have caused this Agreement to be
executed by their duly authorized officers.

Employer:                              Employer:
/s/ NATALIE R. DOPP
----------------------------------     ----------------------------------
(Signature)                            (Signature)
Natalie R. Dopp
----------------------------------     ----------------------------------
(Print Name)                           (Print Name)
Vice President, Human Resources
----------------------------------     ----------------------------------
(Title)                                (Title)
9/27/05
----------------------------------     ----------------------------------
(Date)                                 (Date)

Note: Only one authorized signature is required to execute this Agreement
      unless the Employer's corporate policy mandates two authorized
      signatures.

Fidelity Management Trust Company:

----------------------------------
(Signature)

----------------------------------
(Print Name)

----------------------------------
(Title)

----------------------------------
(Date)
<PAGE>
APPENDIX F - MISCELLANEOUS

The provision(s) as identified in this Appendix F shall supercede the
referenced provision(s) of this Agreement, subject to the terms and
conditions contained herein. For provision(s) below identified as
exceptions to the Plan (requiring an amendment to the CORPORATEplan for
RetirementSM), the Employer hereby agrees to obtain a favorable
determination letter on the Plan from the Internal Revenue Service.


Title:  Amendment to Compensation
Description: The Employer will provide an amendment that excludes any
amount realized from the exercise of qualified or nonqualified stock
options and any Compensation for the portion of the Plan Year during which
the employee is classified by the Employer as an employee of Giant
Yorktown, Inc. from the definition of Compensation.

                                           Exception Fee: Fee Waived

Fidelity hereby agrees to allow an amendment to the CORPORATEplan for
RetirementSM to incorporate a Plan provision to accomplish the above stated
purpose. Amending the Plan to add such a provision will make the Plan
individually designed and the Employer hereby agrees to accept all
consequences of such a designation (see attached).

Title:  Amendment to Investment Direction
Description: The Employer will provide an amendment that allows for
Employer investment direction from one of the Non-Elective Employer
Contribution accounts and Employee Investment direction from the other
Non-Elective Employer Contribution account.

                                           Exception Fee: Fee Waived

Fidelity hereby agrees to allow an amendment to the CORPORATEplan for
RetirementSM to incorporate a Plan provision to accomplish the above stated
purpose. Amending the Plan to add such a provision will make the Plan
individually designed and the Employer hereby agrees to accept all
consequences of such a designation (see attached).

Title:  Amendment to Non-Elective Employer Contribution
Description: The Employer will provide an amendment that allows it to
decide upon funding of each contribution if the Employer or Employee will
direct investment.

                                           Exception Fee: Fee Waived

Fidelity hereby agrees to allow an amendment to the CORPORATEplan for
RetirementSM to incorporate a Plan provision to accomplish the above stated
purpose. Amending the Plan to add such a provision will make the Plan
individually designed and the Employer hereby agrees to accept all
consequences of such a designation (see attached).


<PAGE>
Title:  Amendment to Investment Direction
Description: The Employer will provide an amendment that allows for
employee investment direction in all restricted accounts as described in
the amendment.

                                           Exception Fee: Fee Waived

Fidelity hereby agrees to allow an amendment to the CORPORATEplan for
RetirementSM to incorporate a Plan provision to accomplish the above stated
purpose. Amending the Plan to add such a provision will make the Plan
individually designed and the Employer hereby agrees to accept all
consequences of such a designation (see attached).

Title:  Nonelective Employer Contributions
Description: The Employer will provide an amendment that allows for a
different Nonelective Employer Contribution for different groups of
Participants. This provision may call for additional non-discrimination
testing not included in Fidelity's Package Testing services for this plan.

                                           Exception Fee: Fee Waived

Fidelity hereby agrees to allow an amendment to the CORPORATEplan for
RetirementSM to incorporate a Plan provision to accomplish the above stated
purpose. Amending the Plan to add such a provision will make the Plan
individually designed and the Employer hereby agrees to accept all
consequences of such a designation (see attached).


Title:  Employer Matching Contribution
Description: The Employer will provide an amendment that allows for
different Matching Contributions for different groups of Participants. This
provision may call for additional nondiscrimination testing not included in
Fidelity's Package Testing services for this Plan.

                                           Exception Fee: Fee Waived

Fidelity hereby agrees to allow an amendment to the CORPORATEplan for
RetirementSM to incorporate a Plan provision to accomplish the above stated
purpose. Amending the Plan to add such a provision will make the Plan
individually designed and the Employer hereby agrees to accept all
consequences of such a designation (see attached).

Title:   Matching Contribution on Employee After-Tax Contributions
Description: The Employer will provide an amendment that allows for
Matching Employer Contributions to be made on Employee After-Tax
Contributions for specific groups of Participants as identified in their
Amendment. This provision may call for additional nondiscrimination
testing not included in Fidelity's Package Testing services for the Plan.

                                           Exception Fee: Fee Waived

Fidelity hereby agrees to allow an amendment to the CORPORATEplan for
RetirementSM to incorporate a Plan provision to accomplish the above stated
purpose. Amending the Plan to add such a provision will make the Plan
individually designed and the Employer hereby agrees to accept all
consequences of such a designation (see attached)


<PAGE>
Title:   Matching Contributions on Catch-Up Contributions
Description: The Employer will provide an amendment that allows for a
Matching Employer Contribution to be made on Age 50 Catch-up Contributions
for specific groups of Participants as identified in their Amendment. This
provision may call for additional non-discrimination testing not included
in Fidelity's Package Testing services for the Plan.

                                           Exception Fee: Fee Waived

Fidelity hereby agrees to allow an amendment to the CORPORATEplan for
RetirementSM to incorporate a Plan provision to accomplish the above stated
purpose. Amending the Plan to add such a provision will make the Plan
individually designed and the Employer hereby agrees to accept all
consequences of such a designation (see attached).

Title:   Change to Withdrawal Policy in Appendix D
Description: Effective 4/14/04: Hardship availability will be amended as
follows: Payment of funeral expenses for the Participant's spouse, children
or dependents will be permitted.

                                           Exception Fee: Fee Waived

Fidelity hereby agrees to allow an amendment to the CORPORATEplan for
RetirementSM to incorporate a Plan provision to accomplish the above stated
purpose. Amending the Plan to add such a provision will make the Plan
individually designed and the Employer hereby agrees to accept all
consequences of such a designation (see attached).

Title:   True Up Matching Calculation
Description: Effective 1/1/2004: Giant Industries to provide an amendment
for a true-up matching contribution for all plan participants who were
employed on the last day of the plan year and who were not classified as
employees of Giant Yorktown.

                                           Exception Fee: Fee Waived

Fidelity hereby agrees to allow an amendment to the CORPORATEplan for
RetirementSM to incorporate a Plan provision to accomplish the above stated
purpose. Amending the Plan to add such a provision will make the Plan
individually designed and the Employer hereby agrees to accept all
consequences of such a designation (see attached).

Title:   Change to Loan Policy in Appendix D
Description: Participant will be permitted to initiate up to two loans in a
given plan year. While Fidelity will produce Participant communication
materials and forms for use by the Employer, the Employer must provide any
necessary language summarizing this provision as well as identify which
materials and forms would use this language.

                                           Exception Fee: Fee Waived


<PAGE>
Title:   Change to Loan Policy in Appendix D
Description: Loan availability is to be computed based on the entire
account balance except for the Non-Elective Employer Contribution Stock
(EMPLOYER CONTRIB STOCK SOURCE) and the ESOP Transfer Stock (TRANSFER
ASSETS STOCK SOURCE) accounts and is to be withdrawn from those same
accounts. While Fidelity will produce Participant communication materials
and forms for use by the Employer, the Employer must provide any necessary
language summarizing this provision as well as identify which materials and
forms would use this language.

                                           Exception Fee: Fee Waived


<PAGE>
                          Attachment to Appendix F
                                   of the
              CORPORATEplan for RetirementSM Service Agreement

Article II, Section 2 of the CORPORATEplan for RetirementSM Service
Agreement provides that the Employer may not add, delete, or modify the
CORPORATEplan for RetirementSM prototype documents in any way without the
written consent of Fidelity. In Appendix F of the CORPORATEplan for
RetirementSM Service Agreement, Fidelity gave its written consent that this
provision be waived solely for the purpose of allowing the company to make
a certain amendment or amendments to the prototype plan. The Employer will
be responsible for drafting each amendment to which reference is made in
Appendix F. As a result of any such amendment, the Employer's Plan will not
be able to rely on the opinion letter Fidelity received from the IRS for
the CORPORATEplan for RetirementSM with respect to the Employer's Plan. The
Employer's Plan will be individually designed, and the Employer will incur
the 'user' fee for an individually designed plan instead of the fee for a
prototype plan in filing for an IRS determination letter. The Employer will
be responsible for the continuing qualification of the plan, including
amending it to comply with the required Internal Revenue Service
guidelines. Fidelity will provide the Employer with a copy of any model
amendments or updates to the Fidelity Prototype plan. The Employer shall be
responsible for amendments to retain the provision allowed by Appendix F
(if so desired) in any restated version of the Fidelity Prototype Plan
adopted by the Employer. The Employer understands that Fidelity will only
produce a sample Summary Plan Description for the Employer's Plan which
will not include language summarizing any amendment(s). Finally, the
Employer must give Fidelity the opportunity to review any other amendment
that the Employer proposes to the Plan, allowing Fidelity to approve or
reject the amendment based upon its impact on the recordkeeping of the Plan
as a qualified plan.


<PAGE>
                       SEVENTH AMENDMENT TO THE
      Giant Industries, Inc. & Affiliated Companies 401(k) Plan


     WHEREAS, Giant Industries, Inc. (the "Corporation") has adopted and
subsequently amended and restated the Giant Industries, Inc. & Affiliated
Companies 401(k) Plan (the "Giant Plan"), in the form of The CORPORATEplan
for Retirement- Profit Sharing/40l(k) Plan Fidelity Basic Plan Document No.
02 (a prototype plan sponsored by Fidelity Management and Research
Corporation), by executing an Adoption Agreement; and

     WHEREAS, Giant Industries, Inc. (the "Corporation") has adopted and
subsequently amended and restated the Giant Yorktown 401(k) Retirement
Savings Plan (the "Yorktown Plan"), in the form of The CORPORATEplan for
RetirementSM Profit Sharing/40l(k) Plan Fidelity Basic Plan Document No.
02 (a prototype plan sponsored by Fidelity Management and Research
Corporation), by executing an Adoption Agreement; and

     WHEREAS, Section 16.02 of The CORPORATEplan for RetirementSM Profit
Sharing/401(k) Plan Fidelity Basic Plan Document No. 02 provides for the
amendment of the Plan by the Employer; and

     NOW THEREFORE,

     1. Effective September 30, 2005, Section 1.23(c) (1) is amended by
adding the following at its conclusion:

        Effective September 30, 2005, a Participant who has 15 or more
        years of service may direct the Trustee regarding the investment
        of up to 25% of the Nonelective Employer Contribution and Transfer
        Account otherwise invested at the employer's direction in the
        Employer Stock Fund (source line 06 - Employer Contribution Stock
        and source line 08 - Transfer Assets Stock) Effective October 7,
        2005, the 25% limit in the preceding sentence shall be increased
        to 50%; effective October 14, 2005 to 75%; and effective October
        21, 2005 to 100%.

        Effective September 30, 2005, a Participant who has 10 to 14 years
        of service may direct the Trustee regarding the investment of up to
        12-1/2% of the Nonelective Employer Contribution and Transfer
        Account otherwise invested at the Employer's direction in the
        Employer Stock Fund (source line 06 - Employer Contribution Stock
        and source line 08 - Transfer Assets Stock). Effective October 7,
        2005, the 12-1/2% limit in the preceding sentence shall be
        increased to 25%; effective October 14, 2005 to 37-1/2%; and
        effective October 21, 2005 to 50%.

        Effective September 30, 2005, all Inactive Participants who have
        terminated employment may direct the Trustee regarding the
        investment of all or a portion of their entire account balance.


<PAGE>
IN WITNESS WHEREOF the Employer has caused this amendment to be executed
this 27th day of September, 2005 by its duly authorized officer, effective
as stated herein.


                                   GIANT INDUSTRIES, INC.

                                   By:    /s/ NATALIE R. DOPP
                                         ----------------------------------

                                   Title: Vice President, Human Resources
                                         ----------------------------------