EXHIBIT 10.2






           GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES

                     DEFERRED COMPENSATION PLAN



                     Effective October 31, 2005




<PAGE>
                         TABLE OF CONTENTS




                                                            Page
ARTICLE I     INTRODUCTION                                    1

ARTICLE II    DEFINITIONS AND CONSTRUCTION                    1

ARTICLE III   ELIGIBILITY AND PARTICIPATION                   4

ARTICLE IV    CONTRIBUTIONS AND BENEFITS                      5

ARTICLE V     ACCOUNTS AND VALUATION                          6

ARTICLE VI    PAYMENT OF BENEFITS                             7

ARTICLE VII   PARTICIPANTS' VESTED INTERESTS                 11

ARTICLE VIII  ADMINISTRATION OF THE PLAN                     11

ARTICLE IX    CLAIMS REVIEW PROCEDURE                        11

ARTICLE X     LIMITATION ON ASSIGNMENT; PAYMENTS
              TO LEGALLY INCOMPETENT DISTRIBUTEE;
              CORRECTIONS                                    12

ARTICLE XI    AMENDMENT, MERGER AND TERMINATION              13

ARTICLE XII   GENERAL PROVISIONS                             14



            GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
                      DEFERRED COMPENSATION PLAN

                              ARTICLE I

                            INTRODUCTION

     Giant Industries, Inc. and Affiliated Companies (the "Company")
hereby establishes the Giant Industries, Inc. and Affiliated
Companies Deferred Compensation Plan (the "Plan" or the "DCP"). The
purpose of the Plan is to provide members of the Company's
management team and members of the Board of Directors with the
opportunity to defer compensation to future years.

     The Plan is effective as of October 31, 2005 (the "Effective
Date").

     It is the intention of the Company that Participants in the
Plan shall in all cases be part of a select group of management or
highly compensated employees, or non-employee members of the Board
of Directors, of the Company or any of its Affiliates who have
adopted the Plan, because it is the intention of the Company that
the Plan be eligible for exemption under Parts 2, 3 and 4, and
subject to the limited reporting and disclosure requirements
applicable to such plans under Part 1, of Subtitle B of Title I of
the Employee Retirement Income Security Act ("ERISA"), pursuant to
ERISA Sections 3(36), 4(b)(5), 201(2), 201(7), 301(a)(3), 301(a)(9)
and 401(a)(1) and the U. S. Department of Labor regulations. It is
the intention of the Company that the Plan satisfy the requirements
of section 409A of the Internal Revenue Code of 1926, as amended
(the "Code") and the regulations thereunder. It is also the
intention of the Company that the Plan at all times shall be
unfunded and that any Participant's rights under the Plan be at all
times those of a general creditor of the Company only. The Plan
shall be interpreted and administered in accordance with these
intentions.

     Subject to the rights and benefits expressly fixed by the terms
of the Plan, the Company intends that the Plan may be amended or
terminated and that benefits may be reduced or eliminated as the
Board of Directors of the Company determines from time to time and
that individual's rights may be altered.

                              ARTICLE II

                    DEFINITIONS AND CONSTRUCTION

2.1  DEFINITIONS.

     When a word or phrase appears in this Plan with the initial
letter capitalized, and the word or phrase does not begin a
sentence, the word or phrase shall generally be a term defined in
this Section 2.1. The following words and phrases used in the Plan
with the initial letter capitalized shall have the meanings set
forth in this Section 2.1, unless a clearly different meaning is
required by the context in which the word or phrase is used:

     (a)  "Account" means the balance credited for the benefit of a
Participant or a Beneficiary on the records of the Plan, including
credits for Participant or Company contributions and deemed income,
gains, losses, and expenses as determined by the Plan Administrator
in its discretion. The Plan Administrator shall update the value of
each Participant's Account as of each Valuation Date and shall
provide each Participant with a statement of the value of his
Account as soon as administratively feasible after each Valuation
Date.

     (b)  "Administrative Committee" or "Committee" means the
committee appointed as Plan Administrator.

     (c)  "Affiliate" means (1) a corporation which is a member of
the same controlled group of corporations (within the meaning of
Code Section 414(b)) as is Giant Industries, Inc., (2) any other
trade or business (whether or not incorporated) controlling,
controlled by, or under common control with Giant Industries, Inc.,
and (3) any other corporation, partnership, or other organization
which is a member of an affiliated service group (within the meaning
of Code Section 414(m)) with Giant Industries, Inc. or which is
otherwise required to be aggregated with Giant Industries, Inc.
pursuant to Code Section 414(o).

     (d)  "Beneficiary" means the person or trust that a
Participant, in his most recent written designation filed with the
Plan Administrator in accordance with Article V, shall have
designated to receive his benefit under the Plan in the event of his
death.

     (e)  "Board of Directors" or "Board" means the Board of
Directors of Giant Industries, Inc.

     (f)  "Cash Balance Plan" means the Giant Yorktown Cash Balance
Plan.

     (g)  "Change of Control" means a change in ownership or
effective control of the Company or in the ownership of a
substantial portion of the assets of the Company, within the meaning
of Code Section 409A and the regulations thereunder.

     (h)  "Code" means the Internal Revenue Code, as amended from
time to time. Where the context so requires, a reference to a
particular provision of the Code shall be deemed to refer to the
applicable successor provision.

     (i)  "Company" means Giant Industries, Inc., and any successor
business which shall maintain this Plan. In addition, where the
context is appropriate, the term "Company" shall include any
Participating Employer which has adopted this Plan.

     (j)  "Company Contribution" means a contribution by the Company
under Section 4.3.

     (k)  "Compensation" shall, in the case of an employee of the
Company, have the meaning ascribed thereto under the 401(k) Plan,
but without regard to the limitations of section 401(a)(17) of the
Code, and in the case of a non-employee member of the Board, shall
mean earnings for his service as a member of the Board. The amount
of Compensation shall be determined before reduction on account of a
Deferral to the Plan.

     (l)  "Deferral" means a contribution by a Participant to the
Plan under Section 4.1 or 4.2.

     (m)  "Disabled" means "disabled" as defined in section 409A of
the Code.

     (n)  "Effective Date" means October 31, 2005.

     (o)  "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended from time to time. Where the context so
requires, a reference to a particular section of the Act shall be
deemed to refer to the applicable successor provision.

     (p)  "Excess Compensation" means Compensation in excess of the
limits of section 401(a)(17) of the Code.

     (q)  "401(k) Plan" means the Giant Industries, Inc. &
Affiliated Companies 401(k) Plan.

     (r)  "Normal Retirement Age" means age 55 and three years of
vesting service, as vesting service is defined in the 401(k) Plan.

     (s)  "Participant" means any employee of the Company or a
Participating Employer selected for participation pursuant to
Article III, or any member of the Board who participates in the
Plan.

     (t)  "Participating Employer" means an Affiliate of the Company
which has adopted the Plan.

     (u)  "Plan" or "DCP" means the Giant Industries, Inc. and
Affiliated Companies Deferred Compensation Plan, as set forth in
this document and as it may be amended from time to time.

     (v)  "Plan Administrator" means the Administrative Committee
appointed from time to time by the Board of Directors, which shall
serve as the "named fiduciary" for the Plan as that term is defined
under ERISA, and the members of which shall acknowledge their
service as fiduciaries in writing or by executing this Plan. If the
Board of Directors shall fail to appoint an Administrative
Committee, the Plan Administrator and the "named fiduciary" shall be
the Board of Directors.

     (w)  "Plan Year" means the twelve (12) month period ending on
December 31, provided that the initial Plan Year shall be the period
commencing on October 31, 2005 and ending on December 31, 2005.

2.2  CONSTRUCTION.

     The masculine gender, where appearing in the Plan, shall
include the feminine gender (and vice versa), and the singular shall
include the plural, unless the context clearly indicates to the
contrary. The term "delivered to the Plan Administrator," as used in
the Plan, shall include delivery to a person or person designated by
the Plan Administrator for the disbursement and receipt of
administrative forms. Headings and subheadings are for the purpose
of reference only and are not to be considered in the construction
of this Plan. If any provision of this Plan is determined to be
invalid or unenforceable for any reason, the remaining provisions
shall continue in full force and effect. All of the provisions of
this Plan shall be construed and enforced in accordance with the
laws of the state of Arizona to the extent that such laws are not
preempted by ERISA.

                            ARTICLE III

                  ELIGIBILITY AND PARTICIPATION

3.1  GENERAL.

     Participation in the Plan shall be limited to (a) non-employee
members of the Board, and (b) a select group of management or highly
compensated employees of the Company. The Board shall select
individuals employed by the Company for participation in the Plan.
The Board's selections shall be made in its sole discretion and
shall be final and binding for all purposes under this Plan. For
purposes of Title I of ERISA, the Plan is intended to be an unfunded
plan of deferred compensation covering a select group of management
or highly compensated employees. As a result, before selecting an
individual for participation in the Plan, the Board shall assure
itself that the individual is properly includible in one or both of
these categories. The selection of an individual for participation
in the Plan must be made in a written instrument signed by a member
of the Board or a designee and delivered to the individual. Oral
designations shall not be permitted and any purported oral
designation shall be void.

3.2  DISCONTINUANCE OF PARTICIPATION.

     Once an individual is designated as a Participant, he will
continue as such for all future Plan Years during which he is
actively employed by the Company unless and until the Board
specifically acts to discontinue his participation. The Board may
discontinue a Participant's participation in the Plan at any time
for any or no reason in a written instrument signed by a delegate of
the Board and delivered to the individual. If a Participant's
participation is discontinued, he will no longer be eligible to
receive additional benefits pursuant to Article IV. A discontinued
Participant shall, however, continue to be entitled to receive
payments of benefits accrued prior to his discontinuance of
participation in accordance with Article VI.

3.3  DELEGATION OF AUTHORITY.

     The Board may delegate to an officer of the Company its
authority under the Article III to select an individual for
participation in the Plan or to discontinue such participation.

                           ARTICLE IV

                   CONTRIBUTIONS AND BENEFITS


4.1  DEFERRALS

     Effective for the Plan Year beginning on or after October 31,
2005 (January 1, 2006 in the case of a non-employee member of the
Board), each Participant may elect to defer receipt of a portion of
his Compensation for services after the Deferral election. In the
case of a Participant who is an employee, the Deferral may not
exceed sixty percent (60%) of Participant's Compensation; provided,
that for the Plan Year October 31, 2005 to December 31, 2005, such
Participant may elect to defer up to one hundred percent (100%) of
his Compensation for services after the Deferral election, less
deductions required by law to be withheld for Social Security and
Medicare taxes or other purposes and any pre-tax or after-tax
contributions to any employee benefit plan of the Company; and
provided, that such Participant may elect to defer up to one-sixth
(1/6) of the discretionary bonus with respect to 2005 if the
Deferral election is made no later than October 31, 2005. A
Participant who is a non-employee member of the Board may elect to
defer up to one hundred percent (100%) of his Compensation for
services after the Deferral election.

4.2  ELECTIVE DEFERRAL ELECTION

     For each Plan Year, a Participant may make an election
described in Section 4.1 by filing an election form with the
Administrative Committee within a reasonable period of time, as
specified by the Committee, before the beginning of the Plan Year to
which the Deferral election applies. For initial years of
eligibility after 2005, however, the Committee shall accept a
Deferral election made within thirty (30) days of the date the
Participant first became eligible to defer, which shall be effective
for Compensation for services after the Deferral election. In
addition, the Committee may adopt procedures to accept a Deferral
election to defer compensation from the Participant's performance
based compensation up to six (6) months prior to the end of the
performance period of at least twelve (12) months, in accordance
with section 409A of the Code and the regulations thereunder.

4.3  CONTRIBUTIONS BY THE COMPANY.

     The Company shall contribute to the Plan for any Participant
who is an employee such amounts as the Board of Directors shall
determine from year to year in its sole discretion. The amount to be
contributed, if any, for such Participant for each Plan Year shall
be evidenced in duly executed written resolutions of the Board.

     The Company may in its sole discretion, make contributions of
the following types, among others:

     (a)     Matching Contributions. The Company may match Deferrals
to the Plan under the employer matching formula applicable to the
Participant under the Giant Industries, Inc. & Affiliated Companies
401(k) Plan, except that for purposes of determining the match, only
Excess Compensation shall be taken into account. In addition, the
Company may allocate a matching contribution equal to the excess of
(a) the matching contribution the Participant would have been
allocated under the 401(k) Plan had he not made a Deferral to the
Plan, minus (b) the maximum matching contribution the Participant
could be allocated under the 401(k) Plan after the reduction of
compensation under the 401(k) Plan on account of the Deferral.

     (b)     Additional Employer Contribution. The Company may
contribute an amount equal to the product of (1) the percentage of
any additional employer contribution made on the Participant's
behalf under the 401(k) Plan with regard to Compensation that does
not exceed the limit of section 401(a)(17) of the Code, multiplied
by (2) the Participant's Excess Compensation. In addition, the
Company may allocate an additional employer contribution equal to
the excess of (a) the additional employer contribution, if any, the
Participant would have been allocated under the 401(k) Plan had he
not made a Deferral to the Plan, minus (b) the additional employer
contribution he is allocated under the 401(k) Plan.

     (c)     Pay Credits. The Company may contribute an amount equal
to the pay credits the Participant would have accrued under the
Giant Yorktown Cash Balance Plan, if the Participant is employed by
Giant Yorktown and otherwise eligible to participate in the Cash
Balance Plan, but is not permitted to accrue a benefit for the Plan
Year under the Cash Balance Plan.

     (d)     Other. The Company may make a contribution allocated to
Participants on any other basis in its sole discretion.



                            ARTICLE V

                     ACCOUNTS AND VALUATION

5.1  ESTABLISHMENT OF ACCOUNT

     The Administrative Committee shall open and maintain a separate
Account for each Participant. Such Account shall be credited with
all Deferrals and Company Contributions for the Participant.

5.2  DEEMED INVESTMENT

     (a)     Amounts credited to a Participant's Account shall be
deemed to be invested according to his investment direction in one
or more hypothetical investment funds designated by the Committee.
The amounts in the Participant's Account shall be adjusted as if
they had actually been invested in the hypothetical investment funds
in accordance with Participant's investment direction.

     (b)     The Company shall be under no obligation to invest
amounts corresponding to any hypothetical investment options chosen
by Participants. Any such allocation to any Account shall be made
solely for the purpose of determining the value of such account
under the Plan.

5.3  INVESTMENT DIRECTION.

     A Participant shall direct that his Deferrals and Company
Contributions be allocated, in multiples of one percent, to deemed
investments in any or all of the hypothetical investment funds.

5.4  CHANGES IN INVESTMENT DIRECTION.

     A Participant may make investment direction or changes in
investment direction in accordance with the rules and procedures
established by the Committee.

5.5  MANNER OF DEEMED INVESTMENT.

     For purposes of the hypothetical investment under Section 5.2,
Deferrals and Company Contributions shall be considered to be
invested on the date the recordkeeper of the Plan records them as so
invested. The Committee may adopt or modify procedures to value
Accounts, including the determination of the dates as of which
Accounts are valued for purposes of determining distribution
amounts.



                             ARTICLE VI

                        PAYMENT OF BENEFITS

6.1  NORMAL RETIREMENT.

     (a)     A Participant shall, no later than the time of his
initial Deferral election, elect whether to receive the remainder of
his vested Account, upon distribution after his separation from
service on or after Normal Retirement Age, in the form of a lump sum
or annual installments paid over a period selected by the
Participant up to twenty (20) years. If the Participant has not made
any initial Deferral election, the election as to form of payment
must be made within thirty (30) days after the date of first
becoming a Participant as an employee of the Company. The amount of
each annual installment shall be calculated by dividing the vested
Account balance by the number of remaining installments. Subject to
Section 6.3, a lump sum benefit shall be paid within sixty (60) days
after the Participant's separation of service, and distribution of
benefits in the form of installments shall begin within sixty (60)
days after the close of the Plan Year in which the Participant
separates from service.

     (b)     The Participant may make a subsequent election to
further defer his distribution date or change the form of benefit
(except a change that shortens the installment period), if (1) the
election does not take effect for at least twelve (12) months, and
(2) the initial distribution date is rescheduled at least five (5)
years from the date the distribution would have otherwise been made.
Subsequent elections that accelerate the distribution date are
prohibited. Any election to change the distribution date or change
the form of distribution that violates Code section 409A or the
regulations thereunder is deemed void and the prior payment election
shall remain in force.

6.2  SEPARATION FROM SERVICE BEFORE NORMAL RETIREMENT

     Except in the case of death or disability, if a Participant
separates from service before Normal Retirement Age, the remainder
of his vested Account shall be paid to him in a lump sum within
sixty (60) days after the separation from service.

6.3  KEY EMPLOYEES

     Notwithstanding any other provisions of the Plan, if the
Participant is a key employee, the distribution on account of
separation of service shall not begin until six (6) months after
such separation of service, all in accordance with and within the
meaning of section 409A of the Code and the regulations thereunder.



6.4  IN-SERVICE ELECTION.

     (a)     A Participant may, at the time of each annual Deferral
election, elect to receive, before his separation from service, the
portion of his vested Account attributable to such annual Deferrals
in a Plan Year that begins at least one full Plan Year after the
close of the Plan Year of the Deferrals. Such distribution shall be
paid within sixty (60) days after the beginning of the designated
Plan Year. If the Participant dies or separates from service, or if
there is a Change in Control, before a scheduled distribution under
this Section 6.4, distribution of the remainder of the vested
Account shall be made no later than required by Section 6.1, 6.2,
6.3, 6.5, 6.7, or 6.8, whichever is applicable.

     (b)     The Participant may make a subsequent election to
further defer the distribution date designated under subsection (a),
if (1) the election does not take effect for at least twelve (12)
months, (2) the election is made at least one year before the Plan
Year in which the distribution is scheduled to take place, and (3)
the distribution date is rescheduled at least five (5) years from
the date the distribution was previously scheduled. Subsequent
elections that accelerate the distribution are prohibited. Any
election to change the distribution date that violates Code section
409A and the regulations thereunder is deemed void and the prior
election shall remain in force.

6.5  DISABILITY

     A Participant who is determined by the Committee to be Disabled
shall receive the remainder of his vested Account balance in the
form of a lump sum within sixty (60) days after the Committee
determines that he has separated from service; provided, that if the
Participant has attained his Normal Retirement Age at the time he is
determined to be Disabled, his vested Account shall be paid in the
form and at the time elected in Section 6.1.

6.6  UNFORESEEABLE EMERGENCIES

     In accordance with procedures established by the Committee, a
Participant may receive a distribution upon the occurrence of an
"unforeseeable emergency" as defined in section 409A of the Code and
the regulations thereunder. In the event of a distribution from the
Plan on account of an unforeseeable emergency, or a hardship
distribution under the 401(k) Plan, a Participant's Deferral
election shall be cancelled for the remainder of the Plan Year. The
Participant may, under Section 4.1, make a Deferral election with
respect to the next Plan Year, but such Deferral election may only
apply to Compensation beginning no less than six (6) months
following the distribution from the Plan on account of the
unforeseeable emergency or the hardship distribution from the 401(k)
Plan.



6.7  CHANGE IN CONTROL.

     In the event of a Change in Control, the Participant shall
receive the remaining amount in his vested Account in a lump sum
within sixty (60) days after the Change in Control, if and only if
the Participant has made such an election at the time of his initial
Deferral election (or, if earlier, thirty (30) days after becoming a
Participant).

6.8  DEATH BENEFITS.

     If the Participant dies prior to the commencement of
distribution of his benefits, his Beneficiary shall receive a
benefit equal to the balance of the Participant's vested Account. If
the Participant dies after commencement of distribution of his
vested Account, his Beneficiary shall receive the remaining vested
Account balance as soon as administratively practicable. The Company
may in its sole discretion, provide an additional death benefit, the
amount of which may be determined by the Company and reflected in a
schedule to the Plan.

6.9  BENEFICIARY DESIGNATIONS.

     Each Participant from time to time may designate any person or
person (who may be named contingently or successively) to receive
benefits payable under the Plan upon or after the Participant's
death, on forms supplied by and delivered to the Plan Administrator.
Such designation may be changed from time to time by the Participant
by filing a new designation with the Plan Administrator. Each
designation will revoke all prior designations by the same
Participant and shall be effective only when filed in writing with
the Plan Administrator during the Participant's lifetime. Any
designation in favor of the former spouse of a Participant, shall
automatically be deemed to be revoked by the entry of a decree of
divorce in any domestic relations proceeding, unless the Participant
shall affirmatively rename the former spouse as a Beneficiary in a
designation filed with the Plan Administrator after the date of the
decree of divorce. The designation of a Beneficiary other than the
spouse of the Participant shall be effective only if the
Participant's spouse has consented in writing before a notary
public.

     There shall be no liability on the part of the Company or the
Plan Administrator with respect to any payment authorized by the
Plan Administrator in accordance with the most recent valid
Beneficiary designation of the Participant in its possession. If no
Beneficiary is designated or if no Beneficiary is living when
benefits become payable, the Beneficiary shall be the Participant's
spouse; or if no spouse is then living, such Participant's issue,
including any legally adopted child or children, in equal shares by
right of representation; or if no such designated Beneficiary and no
such spouse or issue is living upon the death of a Participant, or
if all such persons die prior to the full distribution of such
Participant's vested Account, then the Beneficiary shall be the
estate of the Participant.

6.10  PAYMENT OF TAXES.

     A Participant shall be responsible for the payment of any state
or federal taxes due from him arising out of, or in any way related
to, this Plan, including, but not limited to, any taxes due on the
economic benefits received by a Participant under this Plan, as
determined in accordance with the rulings and regulations of the
Internal Revenue Service. The Company shall annually furnish to each
Participant a statement of the amount of income reportable by the
Participant for federal and state income tax purposes. The Company
shall not be liable for any actual or potential tax consequences to
any Participant arising out of, or in any way related to, this Plan.

6.11  WITHHOLDING.

     The Company is authorized to withhold from any payments called
for by this Plan all withholding and other taxes due to the federal
and any state governments and to take such other action as the
Company may deem necessary or advisable to enable the Company and
the Participants to satisfy obligations for the payment of
withholding taxes and other liabilities relating to any payment.

6.12  SECTION 162(M)

     Notwithstanding any other provision of the Plan, if the
Committee determines that the Company's deduction for a payment
under the Plan would be limited or eliminated under section 162(m)
of the Code and the regulations thereunder, the payment shall be
delayed until the earliest date that the Committee determines that
the deduction of the payment of the amount will not be limited or
eliminated by section 162(m)) of the Code and the regulations
thereunder.

                            ARTICLE VII

                  PARTICIPANTS' VESTED INTERESTS

     Each Participant shall have a fully vested and non-forfeitable
interest in the portion of his Account attributable to his
Deferrals. Unless otherwise specified by the Board, the Participant
shall have the same vested percentage in the portion of his Account
attributable to the matching contributions and additional employer
contributions under Section 4.3(a)-(b) as he does in his
corresponding accounts in the 401(k) Plan, and shall have the same
vested percentage in the portion of his Account attributable to his
pay credits under Section 4.3(c) as he does in his accrued benefit
in the Cash Balance Plan. The vested portion of the portion of his
Account attributable to any other contributions shall be as
determined by the Board. If a Participant separates from service
before becoming fully vested in his Account, the unvested portion
shall be forfeited.

                            ARTICLE VIII

                    ADMINISTRATION OF THE PLAN


8.1  POWERS OF THE COMMITTEE.

     The Administrative Committee has the full power and the full
responsibility to administer the Plan in all of its details,
subject, however, to the requirements of ERISA. In addition to the
powers and authorities expressly conferred upon it in the Plan, the
Committee shall have all such powers and authorities as may be
necessary to carry out the provisions of the Plan, including the
discretionary power and authority to interpret and construe the
provisions of the Plan, such interpretation to be final and
conclusive on all persons claiming benefits under the Plan; to make
benefit determinations; and to utilize the correction programs or
systems established by the Internal Revenue Service.

8.2  PAYMENT OF ADMINISTRATIVE EXPENSES.

     All expenses incurred in the administration and operation of
the Plan, including any taxes, if any, payable by the Company in
respect of the Plan shall be paid by the Company.


                             ARTICLE IX

                      CLAIMS REVIEW PROCEDURE

     The Committee shall adopt claims and appeal procedures in
accordance with ERISA section 503 and the regulations thereunder.


                              ARTICLE X
            LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY
                INCOMPETENT DISTRIBUTEE; CORRECTIONS

10.1  ANTI-ALIENATION CLAUSE.

     No benefit which shall be payable under the Plan to any person
shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and any attempt
to anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge or otherwise dispose of the same shall be void. No benefit
shall in any manner be subject to the debts, contracts, liabilities,
engagements or torts of any person, nor shall it be subject to
attachment or legal process for or against any person, except to the
extent as may be required by law and except with respect to debts or
liabilities of a Participant to the Company.

10.2  PERMITTED ARRANGEMENTS.

     Section 10.1 shall not preclude arrangements for the
withholding of taxes from benefit payments, arrangements for the
recovery of benefit overpayments, or arrangements for direct deposit
of benefit payments to an account in a bank, savings and loan
association or credit union (provided that such arrangement is not
part of an arrangement constituting an assignment or alienation).

10.3  FACILITY OF PAYMENT.

     In the event the Committee determines, on the basis of medical
reports or other evidence satisfactory to the Committee, that the
recipient of any benefit payments under the Plan is incapable of
handling his affairs by reason of minority, illness, infirmity or
other incapacity, the Committee may direct the disbursement of such
payments to a person or institution designated by a court which has
jurisdiction over such recipient or a person or institution
otherwise having the legal authority under state law for the care
and control of such recipient. The receipt by such person or
institution of any such payments shall be complete acquittance
therefore, and any such payment to the extent thereof, shall
discharge the liability of the Plan for the payment of benefits
hereunder to such recipient.

10.4  INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES;
      INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES.

     The Plan Administrator may require a Participant or Beneficiary
to complete and file with the Administrator an application for
benefits and all other forms approved by the Plan Administrator, and
to furnish all pertinent information requested by the Plan
Administrator. The Plan Administrator may rely upon all such
information so furnished it, including the Participant's or
Beneficiary's current mailing address.

     Any communication, statement or notice addressed to a
Participant or to a Beneficiary at his last post office address
shown on the Company's records shall be binding on the Participant
or Beneficiary for all purposes of the Plan. Neither the Company nor
the Plan Administrator shall be obliged to search for any
Participant or Beneficiary beyond the sending of a registered letter
to such last know address. If the Plan Administrator notifies any
Participant or Beneficiary that he is entitled to an amount under
the Plan and the Participant or Beneficiary fails to claim such
amount or make his location known to the Plan Administrator within
three (3) years thereafter, then except as otherwise required by
law, the Company shall have the right to direct that the amount
payable shall be deemed to be a forfeiture to the Company.



10.5  UNDERPAYMENT OR OVERPAYMENT OF BENEFITS.

     In the event that, through mistake or computational error,
benefits are underpaid or overpaid, there shall be no liability for
any more than the correct amount of benefits under the Plan.
Overpayments may be deducted from future payments under the Plan,
and underpayment may be added to future payments under the Plan.

                             ARTICLE XI
                 AMENDMENT, MERGER AND TERMINATION

11.1  AMENDMENT.

     The Board of Directors shall have the right at any time, by an
instrument in writing duly executed, acknowledged and delivered to
the Plan Administrator, to modify, alter or amend this Plan, in
whole or in part, prospectively or retroactively; provided, however,
that the duties and liabilities of the Plan Administrator shall not
be substantially increased without its written consent; and provided
further that the amendment shall not reduce any Participant's vested
Account, calculated as of the date on which the amendment is
adopted. Notwithstanding the preceding sentence, the Board of
Directors may make amendments, retroactively if necessary or
appropriate to permit the Plan to meet the requirement for exemption
from ERISA as described in Article I or to comply with any other
applicable law (including, but not limited to section 409A of the
Code), as now in effect or hereafter amended or superseded, and the
regulations thereunder. The Administrative Committee may make
amendments or other modifications to the Plan documents,
retroactively if necessary or appropriate, to:  (a) permit the Plan
and related Plan documents to meet the requirements of section 409A
of the Internal Revenue Code or to satisfy any requirements of ERISA
or any other applicable law, as now in effect or hereafter amended
or superseded, and the regulations thereunder, (b) clarify the Plan
documents, (c) provide a uniform benefit structure for eligible
employees, and (d) facilitate the Plan's administration or to
implement changes in the design of the Plan documents; provided
that, such modifications do not significantly increase the cost of
the Plan or adversely affects its satisfaction of applicable law;

11.2  MERGER OR CONSOLIDATION OF COMPANY.

     The Plan shall not be automatically terminated by the Company's
acquisition by or merger into any other employer, but the Plan shall
be continued after such acquisition or merger if the successor
employer elects and agrees to continue the Plan. All rights to
amend, modify, suspend, or terminate the Plan shall be transferred
to the successor employer, effective as of the date of the merger.

11.3  TERMINATION OF PLAN.

     The Company has the right at any time to terminate this Plan.
Any benefits accrued under the Plan prior to such termination shall
continue to be subject to the terms, conditions and elections in
effect under the Plan when the Plan was terminated; provided, that
to the extent permitted by and in accordance with the terms and
conditions of section 409A of the Code and the regulations
thereunder, benefits shall be paid to all Participants and
Beneficiaries on account of termination as soon as permissible and
administratively practicable.


                           ARTICLE XII

                       GENERAL PROVISIONS

12.1  LIMITATION ON PARTICIPANTS' RIGHTS.

     Participation in the Plan shall not give any Participant the
right to be retained in the Company's employ or any right to any
particular benefit or any bonus whatsoever in any particular year.
The Plan shall not constitute, nor be deemed to constitute, a
contract of employment between the Company and any Participant, nor
shall any of the provisions of the Plan restrict the right of the
Company to discharge a Participant from his employment, with or
without cause.

12.2  STATUS OF PARTICIPANTS AS UNSECURED CREDITORS.

     No assets of the Company will be segregated from the general
assets of the Company for the payment of benefits under this Plan.
If the Company acquires any insurance policies or other investments,
or establishes a grantor trust, to assist it in meeting its
obligations to Participants, those policies or other investments or
grantor trust will nonetheless remain part of the general assets of
the Company. Participation in this Plan does not make any
Participant a shareholder of the Company and for all purposes
Participant's shall be treated as general unsecured creditors of the
Company.

12.3  INDEMNIFICATION.

     The members and former members of the Administrative Committee
shall be indemnified and defended by the Company to the same extent
as the trustee of the 401(k) Plan and, in addition, shall: (a) have
such rights to indemnification and defense as are provided to them
under the Plan documents or by law; (b) have such rights to
indemnification and to advancement of expenses by the Corporation as
are provided in Article VIII of the Bylaws of the Corporation (it
being hereby acknowledged that, for purposes of said Article VIII,
such members are serving as, inter alia, agents of an employee
benefit plan); and (c) be entitled to the protection and benefits of
any liability insurance carried by the Company on their behalf;



12.4  UNIFORM ADMINISTRATION.

     Whenever in the administration of the Plan any action is
required by the Plan Administrator, such action shall be uniform in
nature as applied to all persons similarly situated.

12.5  HEIRS AND SUCCESSORS.

     All of the provisions of this Plan shall be binding upon all
persons who shall be entitled to any benefits hereunder, and their
heirs and legal representatives.

     To signify its adoption of this Plan document, the Company has
caused this Plan document to be executed by a duly authorized
officer of the Company on this 28th day of October, 2005, to be
effective as of October 31, 2005.

                              GIANT INDUSTRIES, INC.


                              By:  /s/ NATALIE R. DOPP
                                 ---------------------------------
                              Its: Vice President, Human Resources