EXHIBIT 4.1







                            THE CORPORATEPLAN
                             FOR RETIREMENTsm


                        (Profit Sharing/401(k) Plan)

                         A Fidelity Prototype Plan


                Non-Standardized Adoption Agreement No. 001
                               For use With
                    Fidelity Basic Plan Document No. 02
































Plan Number: 40292
The CORPORATEplan for Retirementsm                             Non-Std PS Plan
                                                                    12/05/2001

                               2001 FMR Corp.
                            All rights reserved.


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                             ADOPTION AGREEMENT
                                 ARTICLE 1
                NON-STANDARDIZED PROFIT SHARING/401(K) PLAN


1.01 PLAN INFORMATION

     (a)   Name of Plan:

           This is the Giant Industries, Inc. & Affiliated Companies 401(k)
           Plan (the "Plan")

     (b)   Type of Plan:

           (1)   [ ]   401(k) Only

           (2)   [X]   401(k) and Profit Sharing

           (3)   [ ]   Profit Sharing Only

     (c)   Administrator Name (if not the Employer):

           401(k) Administrative Committee
           Giant Industries, Inc.

           Address:          23733 North Scottsdale Road
                             Scottsdale, AZ 85255
           Telephone Number: (480) 585-8729

           The Administrator is the agent for service of legal process for the
           Plan.

     (d)   Plan Year End (month/day):   12/31

     (e)   Three Digit Plan Number:   002

     (f)   Limitation Year (check one):

           (1)   [ ]   Calendar Year

           (2)   [x]   Plan Year

           (3)   [ ]   Other:  ______________________

     (g)   Plan Status (check appropriate box(es)):

           (1)   [ ]   New Plan Effective Date:_____________

           (2)   [x]  Amendment Effective Date:   6/24/2003

                    This is (check one):

                    (A) [x] an amendment and restatement of a Basic Plan
                            Document No. 02 Adoption Agreement previously
                            executed by the Employer; or

                    (B) [ ] a conversion to a Basic Plan Document No. 02
                            Adoption Agreement.

                    The original effective date of the Plan:   7/1/1993


           (3)   x] This is an amendment and restatement of the Plan and the
                    Plan was not amended prior to the effective date specified
                    in Subsection 1.01(g)(2) above to comply with the
                    requirements of the Acts specified in the Snap Off
                    Addendum to the Adoption Agreement.  The provisions
                    specified in the Snap Off Addendum are effective as of the
                    dates specified in the Snap Off Addendum, which dates may
                    be prior to the Amendment Effective Date.  Please read and
                    complete, if necessary, the Snap Off Addendum to the
                    Adoption Agreement.

            (4) [x] Special Effective Dates - Certain provisions of the Plan
                    shall be effective as of a date other than the date
                    specified above.  Please complete the Special Effective
                    Dates Addendum to the Adoption Agreement indicating the
                    affected provisions and their effective dates.

            (5) [ ] Plan Merger Effective Dates.  Certain plan(s) were merged
                    into the Plan and certain provisions of the Plan are
                    effective with respect to the merged plan(s) as of a date
                    other than the date specified above.  Please complete the
                    Special Effective Dates Addendum to the Adoption Agreement
                    indicating the plan(s) that have merged into the Plan and
                    the effective date(s) of such merger(s).

1.02  EMPLOYER

      (a)  Employer Name:    Giant Industries, Inc.

           Address:          23733 North Scottsdale Road
                             Scottsdale, AZ 85255
           Contact's Name:   Mr. Delbert Tingey
           Telephone Number: (480) 585-8729

           (1) Employer's Tax Identification Number:  86-0642718
           (2) Employer's fiscal year end:    12/31
           (3) Date business commenced:  12/11/1968

     (b) The term "Employer" includes the following Related Employer(s) (as
         defined in Subsection 2.01(rr)) (list each participating Related
         Employer and its Employer Tax Identification Number):

         Employer:                            Tax ID:        Designation:

         Giant Industries Arizona, Inc.,
            an Arizona Company              86-0218157	Related
                                                          (controlled group)
         Ciniza Production Company,
            a New Mexico Corporation        74-2468207	Related
                                                          (controlled group)
         Giant Stop-N-Go of New Mexico,
            Inc., a New Mexico Corporation  85-0389396	Related
                                                          (controlled group)
         Giant Four Corners, Inc., an
            Arizona Corporation             86-0739055	Related
                                                          (controlled group)
         Giant Mid-Continent, Inc., an
            Arizona Corporation             86-0784398	Related
                                                          (controlled group)
         San Juan Refining Company, a
            New Mexico Corporation          74-2759385	Related
                                                          (controlled group)
         Phoenix Fuel Co., Inc., an
            Arizona Corporation             86-0109486	Related
                                                          (controlled group)
         Giant Pipeline Company, a
            New Mexico Corporation          85-0467397	Related
                                                          (controlled group)
1.03   TRUSTEE

       (a)   Trustee Name:   Fidelity Management Trust Company
             Address:        82 Devonshire Street
                             Boston, MA 02109


1.04   COVERAGE

       All Employees who meet the conditions specified below shall be eligible
       to participate in the Plan:

       (a)   Age Requirement (check one):

             (1)  [x]   no age requirement.

             (2)  [ ]   must have attained age:_____(not to exceed 21).

       (b)   Eligibility Service Requirement

             (1)   Eligibility to Participate in Plan (check one):

             (A)   [ ]  no Eligibility Service requirement.

             (B)   [ ]  ___(not to exceed 11) months of Eligibility Service
                   requirement (no minimum number Hours of Service can be
                   required).

             (C)   [x]  one year of Eligibility Service requirement (at least
                   1,000 Hours of Service are required during the Eligibility
                   Computation Period).

SEE AMENDMENT

             (D)   [ ] two years of Eligibility Service requirement (at least
                   1,000 Hours of Service are required during each Eligibility
                   Computation Period).  (Do not select if Option 1.01(b)(1),
                   401(k) Only, is checked, unless a different Eligibility
                   Service requirement applies to Deferral Contributions under
                   Option 1.04(b)(2).)

                   Note:  If the Employer selects the two year Eligibility
                   Service requirement, then contributions subject to such
                   Eligibility Service requirement must be 100% vested when
                   made.

        (2)  [ ]   Special Eligibility Service requirement for Deferral
                   Contributions and/or Matching Employer Contributions:

             (A)   The special Eligibility Service requirement applies to
                   (check the appropriate box(es)):

(i)	[ ] Deferral Contributions.
                   (ii)  [ ] Matching Employer Contributions.

             (B)   The special Eligibility Service requirement is:
                   (Fill in (A), (B), or (C) from Subsection 1.04(b)(1)
                   above).

(c)   Eligible Class of Employees (check one):

      Note:  The Plan may not cover employees who are residents of Puerto
      Rico.  These employees are automatically excluded from the eligible
      class, regardless of the Employer's selection under this Subsection
      1.04(c).

     (1)  [ ] includes all Employees of the Employer.

     (2)  [x] includes all Employees of the Employer except for (check the
              appropriate box(es)):

          (A)  [x] employees covered by a collective bargaining agreement.

          (B)  [ ] Highly Compensated Employees as defined in Code Section
                   414(q).

          (C)  [x] Leased Employees as defined in Subsection 2.01(cc).

          (D)  [x] nonresident aliens who do not receive any earned income
                   from the Employer which constitutes United States source
                   income.

          (E)  [x] other:  An employee who is classified by the Employer as an
                   employee of Giant Yorktown, Inc.

                Note:  The Employer should exercise caution when excluding
                employees from participation in the Plan.  Exclusion of
                employees may adversely affect the Plan's satisfaction of the
                minimum coverage requirements, as provided in Code Section
                410(b).

(d)   The Entry Dates shall be (check one):

      (1)  [ ] immediate upon meeting the eligibility requirements specified
               in Subsections 1.04(a), (b), and (c).

      (2)  [x] the first day of each Plan Year and the first day of the
               seventh month of each Plan Year.

      (3)  [ ] the first day of each Plan Year and the first day of the
               fourth, seventh, and tenth months of each Plan Year.

      (4)  [ ] the first day of each month.

      (5)  [ ] the first day of each Plan Year. (Do not select if there is an
               Eligibility Service requirement of more than six months in
               Subsection 1.04(b) or if there is an age requirement of more
               than 20 1/2 in Subsection 1.04(a).)

(e) [ ] Special Entry Date(s) - In addition to the Entry Dates specified in
        Subsection 1.04(d) above, the following special Entry Date(s) apply
        for Deferral and/or Matching Employer Contributions.  (Special Entry
        Dates may only be selected if Option 1.04(b)(2), special Eligibility
        Service requirement, is checked.  The same Entry Dates must be
        selected for contributions that are subject to the same Eligibility
        Service requirements.)

        (1)   The special Entry Date(s) shall apply to (check the appropriate
              box(es)):

              (A) [ ] Deferral Contributions.

              (B) [ ] Matching Employer Contributions.

         (2)   The special Entry Date(s) shall be:_____ (Fill in (1), (2),
               (3), (4), or (5) from Subsection 1.04(d) above).

(f)   Date of Initial Participation - An Employee shall become a Participant
      unless excluded by Subsection 1.04(c) above on the Entry Date
      immediately following the date the Employee completes the service and
      age requirement(s) in Subsections 1.04(a) and (b), if any, except (check
      one):

      (1) [x] no exceptions.

      (2) [ ] Employees employed on the Effective Date in Subsection
              1.01(g)(1) or (2) shall become Participants on that date.

      (3) [ ] Employees who meet the age and service requirement(s) of
              Subsections 1.04(a) and (b) on the Effective Date in Subsection
              1.01(g)(1) or (2) shall become Participants on that date.


1.05   COMPENSATION

Compensation for purposes of determining contributions shall be as defined in
Section 5.02, modified as provided below.

(a)   Compensation Exclusions:  Compensation shall exclude the item(s) listed
      below for purposes of determining Deferral Contributions, Employee
      Contributions, if any, and Qualified Nonelective Employer Contributions,
      or, if Subsection 1.01(b)(3), Profit Sharing Only, is selected,
      Nonelective Employer Contributions.  Unless otherwise indicated in
      Subsection 1.05(b), these exclusions shall also apply in determining all
      other Employer-provided contributions.  (Check the appropriate box(es);
      Options (2), (3), (4), (5), and (6) may not be elected with respect to
      Deferral Contributions if Option 1.10(a)(3), Safe Harbor Matching
      Employer Contributions, is checked):

      (1) [ ] No exclusions.

      (2) [ ] Overtime Pay.

      (3) [ ] Bonuses.

      (4) [ ] Commissions.

      (5) [x] The value of a qualified or a non-qualified stock option granted
              to an Employee by the Employer to the extent such value is
              includable in the Employee's taxable income.

      (6) [x] Severance Pay.

(b)   Special Compensation Exclusions for Determining Employer-Provided
      Contributions in Article 5 (either (1) or (2) may be selected, but not
      both):

      (1) [ ] Compensation for purposes of determining Matching, Qualified
              Matching, and Nonelective Employer Contributions shall exclude:
              ____________ (Fill in number(s) for item(s) from Subsection
              1.05(a) above that apply.)

      (2) [ ] Compensation for purposes of determining Nonelective Employer
              Contributions only shall exclude: _________(Fill in number(s)
              for item(s) from Subsection 1.05(a) above that apply.)

           Note:  If the Employer selects Option (2), (3), (4), (5), or (6)
           with respect to Nonelective Employer Contributions, Compensation
           must be tested to show that it meets the requirements of Code
           Section 414(s) or 401(a)(4).  These exclusions shall not apply for
           purposes of the "Top Heavy" requirements in Section 15.03, for
           allocating safe harbor Matching Employer Contributions if
           Subsection 1.10(a)(3) is selected, for allocating safe harbor
           Nonelective Employer Contributions if Subsection 1.11(a)(3) is
           selected, or for allocating non-safe harbor Nonelective Employer
           Contributions if the Integrated Formula is elected in Subsection
           1.11(b)(2).

(c)   Compensation for the First Year of Participation - Contributions for the
      Plan Year in which an Employee first becomes a Participant shall be
      determined based on the Employee's Compensation (check one):

      (1) [ ] for the entire Plan Year.

      (2) [x] for the portion of the Plan Year in which the Employee is
              eligible to participate in the Plan.

          Note:  If the initial Plan Year of a new Plan consists of fewer than
          12 months from the Effective Date in Subsection 1.01(g)(1) through
          the end of the initial Plan Year, Compensation for purposes of
          determining the amount of contributions, other than non-safe harbor
          Nonelective Employer Contributions, under the Plan shall be the
          period from such Effective Date through the end of the initial year.
          However, for purposes of determining the amount of non-safe harbor
          Nonelective Employer Contributions and for other Plan purposes,
          where appropriate, the full 12-consecutive-month period ending on
          the last day of the initial Plan Year shall be used.

1.06   TESTING RULES

(a)   ADP/ACP Present Testing Method - The testing method for purposes of
      applying the "ADP" and "ACP" tests described in Sections 6.03 and 6.06
      of the Plan shall be the (check one):

      (1) [ ] Current Year Testing Method - The "ADP" or "ACP" of Highly
              Compensated Employees for the Plan Year shall be compared to the
              "ADP" or "ACP" of Non-Highly Compensated Employees for the same
              Plan Year.  (Must choose if Option 1.10(a)(3), Safe Harbor
              Matching Employer Contributions, or Option 1.11(a)(3), Safe
              Harbor Formula, with respect to Nonelective Employer
              Contributions is checked.)

      (2) [x] Prior Year Testing Method - The "ADP" or "ACP" of Highly
              Compensated Employees for the Plan Year shall be compared to the
              "ADP" or "ACP" of Non-Highly Compensated Employees for the
              immediately preceding Plan Year.  (Do not choose if Option
              1.10(a)(3), Safe Harbor Matching Employer Contributions, or
              Option 1.11(a)(3), Safe Harbor Formula, with respect to
              Nonelective Employer Contributions is checked.)

      (3) [ ] Not applicable.  (Only if Option 1.01(b)(3), Profit Sharing
              Only, is checked or Option 1.04(c)(2)(B), excluding all Highly
              Compensated Employees from the eligible class of Employees, is
              checked.)

      Note:  Restrictions apply on elections to change testing methods that
      are made after the end of the GUST remedial amendment period.

(b)   First Year Testing Method - If the first Plan Year that the Plan, other
      than a successor plan, permits Deferral Contributions or provides for
      either Employee or Matching Employer Contributions, occurs on or after
      the Effective Date specified in Subsection 1.01(g), the "ADP" and/or
      "ACP" test for such first Plan Year shall be applied using the actual
      "ADP" and/or  "ACP" of Non-Highly Compensated Employees for such first
      Plan Year, unless otherwise provided below.

     (1) [ ] The "ADP" and/or "ACP" test for the first Plan Year that the Plan
             permits Deferral Contributions or provides for either Employee or
             Matching Employer Contributions shall be applied assuming a 3%
             "ADP" and/or "ACP" for Non-Highly Compensated Employees.  (Do not
             choose unless Plan uses prior year testing method described in
             Subsection 1.06(a)(2).)

(c)   HCE Determinations:  Look Back Year - The look back year for purposes of
      determining which Employees are Highly Compensated Employees shall be
      the 12-consecutive-month period preceding the Plan Year, unless
      otherwise provided below.

      (1) [ ] Calendar Year Determination - The look back year shall be the
              calendar year beginning within the preceding Plan Year.  (Do not
              choose if the Plan Year is the calendar year.)

(d)   HCE Determinations:  Top Paid Group Election - All Employees with
      Compensation exceeding $80,000 (as indexed) shall be considered Highly
      Compensated Employees, unless Top Paid Group Election below is checked.

      (1) [ ] Top Paid Group Election - Employees with Compensation
              exceeding $80,000 (as indexed) shall be considered Highly
              Compensated Employees only if they are in the top paid group
              (the top 20% of Employees ranked by Compensation).

      Note:  Effective for determination years beginning on or after January
      1, 1998, if the Employer elects Option 1.06(c)(1) and/or 1.06(d)(1),
      such election(s) must apply consistently to all retirement plans of the
      Employer for determination years that begin with or within the same
      calendar year (except that Option 1.06(c)(1), Calendar Year
      Determination, shall not apply to calendar year plans).

1.07   DEFERRAL CONTRIBUTIONS

(a) [x] Deferral Contributions - Participants may elect to have a portion of
        their Compensation contributed to the Plan on a before-tax basis
        pursuant to Code Section 401(k).

        (1)   Regular Contributions - The Employer shall make a Deferral
              Contribution in accordance with Section 5.03 on behalf of each
              Participant who has an executed salary reduction agreement in
              effect with the Employer for the payroll period in question, not
              to exceed 60% of Compensation for that period.

              Note:  For Limitation Years beginning prior to 2002, the
              percentage elected above must be less than 25% in order to
              satisfy the limitation on annual additions under Code Section
              415 if other types of contributions are provided under the Plan.

              (A) [ ] Instead of specifying a percentage of Compensation, a
                      Participant's salary reduction agreement may specify a
                      dollar amount to be contributed each payroll period,
                      provided such dollar amount does not exceed the maximum
                      percentage of Compensation specified in Subsection
                      1.07(a)(1) above.

              (B) A Participant may increase or decrease, on a prospective
                  basis, his salary reduction agreement percentage (check
                  one):

                  (i)   [x] as of the beginning of each payroll period.

                  (ii)  [ ] as of the first day of each month.

                  (iii) [ ] as of the next Entry Date.  (Do not select if
                            immediate entry is elected with respect to
                            Deferral Contributions in Subsection 1.04(d) or
                            1.04(e).)

                  (iv)  [ ] other.  (Specify, but must be at least once per
                            Plan Year)

                            ________________________

                            ________________________

                     Note:  Notwithstanding the Employer's election hereunder,
                     if Option 1.10(a)(3), Safe Harbor Matching Employer
                     Contributions, or 1.11(a)(3), Safe Harbor Formula, with
                     respect to Nonelective Employer Contributions is checked,
                     the Plan provides that an Active Participant may change
                     his salary reduction agreement percentage for the Plan
                     Year within a reasonable period (not fewer than 30 days)
                     of receiving the notice described in Section 6.10.

               (C)   A Participant may revoke, on a prospective basis, a
                     salary reduction agreement at any time upon proper notice
                     to the Administrator but in such case may not file a new
                     salary reduction agreement until (check one):

                     (i)   [ ] the first day of the next Plan Year.

                     (ii)  [ ] any subsequent Entry Date.  (Do not select if
                               immediate entry is elected with respect to
                               Deferral Contributions in Subsection 1.04(d) or
                               1.04(e).)

                     (iii) [x] other.  (Specify, but must be at least once per
                               Plan Year)

                               the beginning of each payroll period

         (2) [ ] Additional Deferral Contributions - The Employer may allow
                 Participants upon proper notice and approval to enter into a
                 special salary reduction agreement to make additional
                 Deferral Contributions in an amount up to 100% of their
                 Compensation for the payroll period(s) designated by the
                 Employer.

         (3) [ ] Bonus Contributions - The Employer may allow Participants
                 upon proper notice and approval to enter into a special
                 salary reduction agreement to make Deferral Contributions in
                 an amount up to 100% of any Employer paid cash bonuses
                 designated by the Employer on a uniform and non-
                 discriminatory basis that are made for such Participants
                 during the Plan Year. The Compensation definition elected by
                 the Employer in Subsection 1.05(a) must include bonuses if
                 bonus contributions are permitted.

             Note:  A Participant's contributions under Subsection 1.07(a)(2)
             and/or (3) may not cause the Participant to exceed the percentage
             limit specified by the Employer in Subsection 1.07(a)(1) for the
             full Plan Year.  If the Administrator anticipates that the Plan
             will not satisfy the "ADP" and/or "ACP" test for the year, the
             Administrator may reduce the rate of Deferral Contributions of
             Participants who are Highly Compensated Employees to an amount
             objectively determined by the Administrator to be necessary to
             satisfy the "ADP" and/or "ACP" test.

1.08   EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)

(a) [x] Employee Contributions - Either (1) Participants will be permitted to
        contribute amounts to the Plan on an after-tax basis or (2) the
        Employer maintains frozen Employee Contributions Accounts (check one):

        (1) [x] Future Employee Contributions - Participants may make
                voluntary, non-deductible, after-tax Employee Contributions
                pursuant to Section 5.04 of the Plan. (Only if Option 1.07(a),
                Deferral Contributions, is checked.)

        (2) [ ] Frozen Employee Contributions - Participants may not currently
                make after-tax Employee Contributions to the Plan, but the
                Employer does maintain frozen Employee Contributions Accounts.

1.09   QUALIFIED NONELECTIVE CONTRIBUTIONS

(a)   Qualified Nonelective Employer Contributions - If Option 1.07(a),
      Deferral Contributions, is checked, the Employer may contribute an
      amount which it designates as a Qualified Nonelective Employer
      Contribution to be included in the "ADP" or "ACP" test.  Unless
      otherwise provided below, Qualified Nonelective Employer Contributions
      shall be allocated to Participants who were eligible to participate in
      the Plan at any time during the Plan Year and are Non-Highly Compensated
      Employees either (A) in the ratio which each Participant's "testing
      compensation", as defined in Subsection 6.01(t), for the Plan Year bears
      to the total of all Participants' "testing compensation" for the Plan
      Year or (B) as a flat dollar amount.

      (1) [ ] Qualified Nonelective Employer Contributions shall be allocated
              to Participants as a percentage of the lowest paid Participant's
              "testing compensation", as defined in Subsection 6.01(t), for
              the Plan Year up to the lower of (A) the maximum amount
              contributable under the Plan or (B) the amount necessary to
              satisfy the "ADP" or "ACP" test.  If any Qualified Nonelective
              Employer Contribution remains, allocation shall continue in the
              same manner to the next lowest paid Participants until the
              Qualified Nonelective Employer Contribution is exhausted.

1.10   MATCHING EMPLOYER CONTRIBUTIONS  (Only if Option 1.07(a), Deferral
       Contributions, is checked)

       (a) [x] Basic Matching Employer Contributions (check one):

           (1) [ ] Non-Discretionary Matching Employer Contributions - The
                   Employer shall make a basic Matching Employer Contribution
                   on behalf of each Participant in an amount equal to the
                   following percentage of a Participant's Deferral
                   Contributions during the Contribution Period (check (A) or
                   (B) and, if applicable, (C)):

                Note:  Effective for Plan Years beginning on or after January
                1, 1999, if the Employer elected Option 1.11(a)(3), Safe
                Harbor Formula, with respect to Nonelective Employer
                Contributions and meets the requirements for deemed
                satisfaction of the "ADP" test in Section 6.10 for a Plan
                Year, the Plan will also be deemed to satisfy the "ACP" test
                for such Plan Year with respect to Matching Employer
                Contributions if Matching Employer Contributions hereunder
                meet the requirements in Section 6.11.

               (A) [ ] Single Percentage Match:_______%

               (B) [ ] Tiered Match:

                   ____% of the first ____% of the Active Participant's
                   Compensation contributed to the Plan,

                   ____% of the next _____% of the Active Participant's
                   Compensation contributed to the Plan,

                   ____% of the next _____% of the Active Participant's
                   Compensation contributed to the Plan.

                   Note:  The percentages specified above for basic Matching
                   Employer Contributions may not increase as the percentage
                   of Compensation contributed increases.

               (C) [ ] Limit on Non-Discretionary Matching Employer
                       Contributions (check the appropriate box(es)):

                   (i) [ ] Deferral Contributions in excess of ____% of the
                           Participant's Compensation for the period in
                           question shall not be considered for non-
                           discretionary Matching Employer Contributions.

                        Note:  If the Employer elected a percentage limit in
                        (i) above and requested the Trustee to account
                        separately for matched and unmatched Deferral
                        Contributions made to the Plan, the non-discretionary
                        Matching Employer Contributions allocated to each
                        Participant must be computed, and the percentage limit
                        applied, based upon each payroll period.

                   (ii) [ ] Matching Employer Contributions for each
                            Participant for each Plan Year shall be limited
                            to $_________.

            (2) [x] Discretionary Matching Employer Contributions - The
                    Employer may make a basic Matching Employer Contribution
                    on behalf of each Participant in an amount equal to the
                    percentage declared for the Contribution Period, if any,
                    by a Board of Directors' Resolution (or by a Letter of
                    Intent for a sole proprietor or partnership) of the
                    Deferral Contributions made by each Participant during the
                    Contribution Period.  The Board of Directors' Resolution
                    (or Letter of Intent, if applicable) may limit the
                    Deferral Contributions matched to a specified percentage
                    of Compensation or limit the amount of the match to a
                    specified dollar amount.

                (A) [ ] 4% Limitation on Discretionary Matching Employer
                        Contributions for Deemed Satisfaction of "ACP" Test -
                        In no event may the dollar amount of the discretionary
                        Matching Employer Contribution made on a Participant's
                        behalf for the Plan Year exceed 4% of the
                        Participant's Compensation for the Plan Year.  (Only
                        if Option 1.11(a)(3), Safe Harbor Formula, with
                        respect to Nonelective Employer Contributions is
                        checked.)

             (3) [ ] Safe Harbor Matching Employer Contributions -
                     Effective only for Plan Years beginning on or after
                     January 1, 1999, if the Employer elects one of the safe
                     harbor formula Options provided in the Safe Harbor
                     Matching Employer Contribution Addendum to the Adoption
                     Agreement and provides written notice each Plan Year to
                     all Active Participants of their rights and obligations
                     under the Plan, the Plan shall be deemed to satisfy the
                     "ADP" test and, under certain circumstances, the "ACP"
                     test.

(b) [ ] Additional Matching Employer Contributions - The Employer may at Plan
        Year end make an additional Matching Employer Contribution equal to a
        percentage declared by the Employer, through a Board of Directors'
        Resolution (or by a Letter of Intent for a sole proprietor or
        partnership), of the Deferral Contributions made by each Participant
        during the Plan Year.  (Only if Option 1.10(a)(1) or (3) is checked.)
        The Board of Directors' Resolution (or Letter of Intent, if
        applicable) may limit the Deferral Contributions matched to a
        specified percentage of Compensation or limit the amount of the match
        to a specified dollar amount.

        (1) [ ] 4% Limitation on Additional Matching Employer Contributions
                for Deemed Satisfaction of "ACP" Test - In no event may the
                dollar amount of the additional Matching Employer Contribution
                made on a Participant's behalf for the Plan Year exceed 4% of
                the Participant's Compensation for the Plan Year.  (Only if
                Option 1.10(a)(3), Safe Harbor Matching Employer
                Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with
                respect to Nonelective Employer Contributions is checked.)

         Note:  If the Employer elected Option 1.10(a)(3), Safe Harbor
         Matching Employer Contributions, above and wants to be deemed to have
         satisfied the "ADP" test for Plan Years beginning on or after January
         1, 1999, the additional Matching Employer Contribution must meet the
         requirements of Section 6.10.  In addition to the foregoing
         requirements, if the Employer elected either Option 1.10(a)(3), Safe
         Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe
         Harbor Formula, with respect to Nonelective Employer Contributions,
         and wants to be deemed to have satisfied the "ACP" test with respect
         to Matching Employer Contributions for the Plan Year, the Deferral
         Contributions matched may not exceed the limitations in Section 6.11.

(c)    Contribution Period for Matching Employer Contributions - The
       Contribution Period for purposes of calculating the amount of basic
       Matching Employer Contributions described in Subsection 1.10(a) is:

       (1) [ ] each calendar month.

       (2) [ ] each Plan Year quarter.

       (3) [x] each Plan Year.

       (4) [ ] each payroll period.

        The Contribution Period for additional Matching Employer Contributions
        described in Subsection 1.10(b) is the Plan Year.

(d)   Continuing Eligibility Requirement(s) - A Participant who makes Deferral
      Contributions during a Contribution Period shall only be entitled to
      receive Matching Employer Contributions under Section 1.10 for that
      Contribution Period if the Participant satisfies the following
      requirement(s) (Check the appropriate box(es).  Options (3) and (4) may
      not be elected together; Option (5) may not be elected with Option (2),
      (3), or (4); Options (2), (3), (4), (5), and (7) may not be elected with
      respect to basic Matching Employer Contributions if Option 1.10(a)(3),
      Safe Harbor Matching Employer Contributions, is checked):

      (1) [ ] No requirements.

      (2) [x] Is employed by the Employer or a Related Employer on the last
              day of the Contribution Period.

      (3) [ ] Earns at least 501 Hours of Service during the Plan Year.  (Only
              if the Contribution Period is the Plan Year.)

      (4) [ ] Earns at least 1,000 Hours of Service during the Plan Year.
              (Only if the Contribution Period is the Plan Year.)

      (5) [ ] Either earns at least 501 Hours of Service during the Plan Year
              or is employed by the Employer or a Related Employer on the last
              day of the Plan Year.  (Only if the Contribution Period is the
              Plan Year.)

      (6) [ ] Is not a Highly Compensated Employee for the Plan Year.

      (7) [ ] Is not a partner or a member of the Employer, if the Employer is
              a partnership or an entity taxed as a partnership.

      (8) [ ] Special continuing eligibility requirement(s) for additional
              Matching Employer Contributions.  (Only if Option 1.10(b),
              Additional Matching Employer Contributions, is checked.)

          (A) The continuing eligibility requirement(s) for additional
              Matching Employer Contributions is/are: (Fill in number of
              applicable eligibility requirement(s) from above.)

       Note:  If Option (2), (3), (4), or (5) above is selected, then Matching
       Employer Contributions can only be funded by the Employer after the
       Contribution Period or Plan Year ends.  Matching Employer Contributions
       funded during the Contribution Period or Plan Year shall not be subject
       to the eligibility requirements of Option (2), (3), (4), or (5).  If
       Option (2), (3), (4), or (5) is adopted during a Contribution Period or
       Plan Year, as applicable, such Option shall not become effective until
       the first day of the next Contribution Period or Plan Year.

(e) [x] Qualified Matching Employer Contributions - Prior to making any
        Matching Employer Contribution hereunder (other than a safe harbor
        Matching Employer Contribution), the Employer may designate all or a
        portion of such Matching Employer Contribution as a Qualified Matching
        Employer Contribution that may be used to satisfy the "ADP" test on
        Deferral Contributions and excluded in applying the "ACP" test on
        Employee and Matching Employer Contributions.  Unless the additional
        eligibility requirement is selected below, Qualified Matching Employer
        Contributions shall be allocated to all Participants who meet the
        continuing eligibility requirement(s) described in Subsection 1.10(d)
        above for the type of Matching Employer Contribution being
        characterized as a Qualified Matching Employer Contribution.

        (1) [ ] To receive an allocation of Qualified Matching Employer
                Contributions a Participant must also be a Non-Highly
                Compensated Employee for the Plan Year.

        Note:  Qualified Matching Employer Contributions may not be excluded
        in applying the "ACP" test for a Plan Year if the Employer elected
        Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or
        Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective
        Employer Contributions, and the "ADP" test is deemed satisfied under
        Section 6.10 for such Plan Year.

1.11   NONELECTIVE EMPLOYER CONTRIBUTIONS

       Note:  An Employer may elect both a fixed formula and a discretionary
       formula.  If both are selected, the discretionary formula shall be
       treated as an additional Nonelective Employer Contribution and
       allocated separately in accordance with the allocation formula selected
       by the Employer.

       (a) [ ] Fixed Formula (An Employer may elect both the Safe Harbor
               Formula and one of the other fixed formulas.  Otherwise, the
               Employer may only select one of the following.)

           (1) [ ] Fixed Percentage Employer Contribution - For each Plan
                   Year, the Employer shall contribute for each eligible
                   Active Participant an amount equal to ____% (not to exceed
                   15% for Plan Years beginning prior to 2002 and 25% for Plan
                   Years beginning on or after January 1, 2002) of such Active
                   Participant's Compensation.

           (2) [ ] Fixed Flat Dollar Employer Contribution - The Employer
                   shall contribute for each eligible Active Participant an
                   amount equal to $_______.

               The contribution amount is based on an Active Participant's
               service for the following period:

               (A) [ ] Each paid hour.

               (B) [ ] Each payroll period.

               (C) [ ] Each Plan Year.

               (D) [ ] Other: _______________________


            (3) [ ] Safe Harbor Formula - Effective only with respect to Plan
                    Years that begin on or after January 1, 1999, the
                    Nonelective Employer Contribution specified in the Safe
                    Harbor Nonelective Employer Contribution Addendum is
                    intended to satisfy the safe harbor contribution
                    requirements under the Code such that the "ADP" test (and,
                    under certain circumstances, the "ACP" test) is deemed
                    satisfied.  Please complete the Safe Harbor Nonelective
                    Employer Contribution Addendum to the Adoption Agreement.
                    (Choose only if Option 1.07(a), Deferral Contributions, is
                    checked.)

(b) [x] Discretionary Formula - The Employer may decide each Plan Year whether
        to make a discretionary Nonelective Employer Contribution on behalf of
        eligible Active Participants in accordance with Section 5.10.  Such
        contributions shall be allocated to eligible Active Participants based
        upon the following (check (1) or (2)):

        (1) [x] Non-Integrated Allocation Formula - In the ratio that each
                eligible Active Participant's Compensation bears to the total
                Compensation paid to all eligible Active Participants for the
                Plan Year.

        (2) [ ] Integrated Allocation Formula - As (A) a percentage of each
                eligible Active Participant's Compensation plus (B) a
                percentage of each eligible Active Participant's Compensation
                in excess of the "integration level" as defined below.  The
                percentage of Compensation in excess of the "integration
                level" shall be equal to the lesser of the percentage of the
                Active Participant's Compensation allocated under (A) above or
                the "permitted disparity limit" as defined below.

          Note: An Employer that has elected the Safe Harbor formula in
          Subsection 1.11(a)(3) above may not take Nonelective Employer
          Contributions made to satisfy the safe harbor into account in
          applying the integrated allocation formula described above.

          "Integration level" means the Social Security taxable wage base for
          the Plan Year, unless the Employer elects a lesser amount in (A) or
          (B) below.

          (A) _____% (not to exceed 100%) of the Social Security taxable wage
              base for the Plan Year, or

          (B) $____ (not to exceed the Social Security taxable wage base).

          "Permitted disparity limit" means the percentage provided by the
          following table:




If the "Integration Level" is at    But Less Than           The "Permitted
   least ___% of the Taxable          ___% of the              Disparity
          Wage Base                Taxable Wage Base           Limit" is

             0%                           20%                     5.7%
            20%                           80%                     4.3%
            80%                          100%                     5.4%
           100%                          N/A                      5.7%

Note:  An Employer who maintains any other plan that provides for Social
Security Integration (permitted disparity) may not elect Option 1.11(b)(2).

(c)   Continuing Eligibility Requirement(s) - A Participant shall only be
      entitled to receive Nonelective Employer Contributions for a Plan Year
      under this Section 1.11 if the Participant satisfies the following
      requirement(s) (Check the appropriate box(es) - Options (3) and (4) may
      not be elected together; Option (5) may not be elected with Option (2),
      (3), or (4); Options (2), (3), (4), (5), and (7) may not be elected with
      respect to Nonelective Employer Contributions under the fixed formula if
      Option 1.11(a)(3), Safe Harbor Formula, is checked):

      (1) [ ] No requirements.

      (2) [x] Is employed by the Employer or a Related Employer on the last
              day of the Plan Year.

      (3) [ ] Earns at least 501 Hours of Service during the Plan Year.

      (4) [ ] Earns at least 1,000 Hours of Service during the Plan Year.

      (5) [ ] Either earns at least 501 Hours of Service during the Plan Year
              or is employed by the Employer or a Related Employer on the last
              day of the Plan Year.

      (6) [ ] Is not a Highly Compensated Employee for the Plan Year.

      (7) [ ] Is not a partner or a member of the Employer, if the Employer is
              a partnership or an entity taxed as a partnership.

      (8) [ ] Special continuing eligibility requirement(s) for discretionary
              Nonelective Employer Contributions.  (Only if both Options
              1.11(a) and (b) are checked.)

              (A)   The continuing eligibility requirement(s) for
                    discretionary Nonelective Employer Contributions is/are:
                    ____ (Fill in number of applicable eligibility
                    requirement(s) from above.)

      Note:  If Option (2), (3), (4), or (5) above is selected then
      Nonelective Employer Contributions can only be funded by the Employer
      after the Plan Year ends.  Nonelective Employer Contributions funded
      during the Plan Year shall not be subject to the eligibility
      requirements of Option (2), (3), (4), or (5).  If Option (2), (3), (4),
      or (5) is adopted during a Plan Year, such Option shall not become
      effective until the first day of the next Plan Year.

1.12  EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS

      [ ] Death, Disability, and Retirement Exception to Eligibility
          Requirements - Active Participants who do not meet any last day or
          Hours of Service requirement under Subsection 1.10(d) or 1.11(c)
          because they become disabled, as defined in Section 1.14, retire, as
          provided in Subsection 1.13(a), (b), or (c), or die shall
          nevertheless receive an allocation of Nonelective Employer and/or
          Matching Employer Contributions.  No Compensation shall be imputed
          to Active Participants who become disabled for the period following
          their disability.

1.13  RETIREMENT

      (a)   The Normal Retirement Age under the Plan is (check one):

            (1) [x] age 65.

            (2) [ ] age ______(specify between 55 and 64).

            (3) [ ] later of age _____ (not to exceed 65) or the fifth
                    anniversary of the Participant's Employment Commencement
                    Date.

      (b) [ ] The Early Retirement Age is the first day of the month after the
              Participant attains age _____ (specify 55 or greater) and
              Completes ____ years of Vesting Service.

          Note:  If this Option is elected, Participants who are employed by
          the Employer or a Related Employer on the date they reach Early
          Retirement Age shall be 100% vested in their Accounts under the
          Plan.

      (c) [x] A Participant who becomes disabled, as defined in Section 1.14,
              is eligible for disability retirement.

          Note:  If this Option is elected, Participants who are employed by
          the Employer or a Related Employer on the date they become disabled
          shall be 100% vested in their Accounts under the Plan.

1.14   DEFINITION OF DISABLED

A Participant is disabled if he/she (check the appropriate box(es)):

(a) [ ] satisfies the requirements for benefits under the Employer's long-term
        disability plan.

(b) [x] satisfies the requirements for Social Security disability benefits.

(c) [ ] is determined to be disabled by a physician approved by the Employer.


1.15   VESTING

A Participant's vested interest in Matching Employer Contributions and/or
Nonelective Employer Contributions, other than Safe Harbor Matching Employer
and/or Nonelective Employer Contributions elected  in Subsection 1.10(a)(3) or
1.11(a)(3), shall be based upon his years of Vesting Service and the
schedule(s) selected below, except as provided in Subsection 1.21(d) or in the
Vesting Schedule Addendum to the Adoption Agreement.

(a) [ ] Years of Vesting Service shall exclude:

        (1) [ ] for new plans, service prior to the Effective Date as defined
                in Subsection 1.01(g)(1).

        (2) [ ] for existing plans converting from another plan document,
                service prior to the original Effective Date as defined in
                Subsection 1.01(g)(2).

(b)   Vesting Schedule(s)

      Note:  The vesting schedule selected below applies only to Nonelective
      Employer Contributions and Matching Employer Contributions other than
      safe harbor contributions under Option 1.11(a)(3) or Option 1.10(a)(3).
      Safe harbor contributions under Options 1.11(a)(3) and 1.10(a)(3) are
      always 100% vested immediately.

(1)  Nonelective Employer                 (2)  Matching Employer
     Contributions                             Contributions
     (check one):                              (check one):

     (A) [ ] N/A - No Nonelective         (A) [ ] N/A - No Matching
             Employer Contributions               Employer Contributions

     (B) [x] 100% Vesting immediately     (B) [x] 100%Vesting immediately

     (C) [ ] 3 year cliff (see C below)   (C) [ ] 3 year cliff (see C below)

     (D) [ ] 5 year cliff (see D below)   (D) [ ] 5 year cliff (see D below)

     (E) [ ] 6 year graduated             (E) [ ] 6 year graduated
             (see E below)                        (see E below)

     (F) [ ] 7 year graduated             (F) [ ] 7 year graduated
             (see F below)                        (see F below)

     (G) [ ] Other vesting                (G) [ ] Other vesting
             (complete G1 below)                  (complete G2 below)

Years of
Vesting Service          Applicable Vesting Schedule(s)


                          C     D     E     F     G1     G2

0                         0%    0%    0%    0%   ____%  ____%
1                         0%    0%    0%    0%   ____%  ____%
2                         0%    0%   20%    0%   ____%  ____%
3                       100%    0%   40%   20%   ____%  ____%
4                       100%    0%   60%   40%   ____%  ____%
5                       100%  100%   80%   60%   ____%  ____%
6                       100%  100%  100%   80%   ____%  ____%
7 or more               100%  100%  100%  100%   100%   100%

Note:  A schedule elected under G1 or G2 above must be at least as favorable
as one of the schedules in C, D, E or F above.

Note:  If the Plan is being amended to provide a more restrictive vesting
schedule, the more favorable vesting schedule shall continue to apply to
Participants who are Active Participants immediately prior to the later of
(1) the effective date of the amendment or (2) the date the amendment is
adopted.

(c) [ ] A vesting schedule more favorable than the vesting schedule(s)
        selected above applies to certain Participants. Please complete the
        Vesting Schedule Addendum to the Adoption Agreement.

(d)     Application of Forfeitures - If a Participant forfeits any portion of
        his non-vested Account balance as provided in Section 6.02, 6.04,
        6.07, or 11.08, such forfeitures shall be (check one):

        (1) [ ] N/A - Either (A) no Matching Employer Contributions are made
                with respect to Deferral Contributions under the Plan and all
                other Employer Contributions are 100% vested when made or (B)
                there are no Employer Contributions under the Plan.

        (2) [x] applied to reduce Employer contributions.

        (3) [ ] allocated among the Accounts of eligible Participants in the
                manner provided in Section 1.11.  (Only if Option 1.11(a) or
                (b) is checked.)

1.16   PREDECESSOR EMPLOYER SERVICE

[x]  Service for purposes of eligibility in Subsection 1.04(b) and vesting in
     Subsection 1.15(b) of this Plan shall include service with the following
     predecessor employer(s):

     See Attachment

1.17   PARTICIPANT LOANS

Participant loans (check one):

(a) [x] are allowed in accordance with Article 9 and loan procedures outlined
        in the Service Agreement.

(b) [ ] are not allowed.

1.18   IN-SERVICE WITHDRAWALS

Participants may make withdrawals prior to termination of employment under the
following circumstances (check the appropriate box(es)):

(a) [x] Hardship Withdrawals - Hardship withdrawals from a Participant's
        Deferral Contributions Account shall be allowed in accordance with
        Section 10.05, subject to a $500 minimum amount.

(b) [x] Age 59 1/2 - Participants shall be entitled to receive a distribution
        of all or any portion of the following Accounts upon attainment of age
        59 1/2 (check one):

        (1) [ ] Deferral Contributions Account.

        (2) [x] All vested account balances.

(c) Withdrawal of Employee Contributions and Rollover Contributions -

        (1)   Unless otherwise provided below, Employee Contributions may be
              withdrawn in accordance with Section 10.02 at any time.

              (A) [x] Employees may not make withdrawals of Employee
                      Contributions more frequently than:

                      Once per year.

        (2)   Rollover Contributions may be withdrawn in accordance with
              Section 10.03 at any time.

(d) [x] Protected In-Service Withdrawal Provisions - Check if the Plan was
        converted by plan amendment or received transfer contributions from
        another defined contribution plan, and benefits under the other
        defined contribution plan were payable as (check the appropriate
        box(es)):

        (1) [ ] an in-service withdrawal of vested employer contributions
                maintained in a Participant's Account (check (A) and/or (B)):

                (A) [ ] for at least _____(24 or more) months.

                    (i) [ ] Special restrictions applied to such in-service
                            withdrawals under the prior plan that the Employer
                            wishes to continue under the Plan as restated
                            hereunder.  Please complete the Protected In-
                            Service Withdrawals Addendum to the Adoption
                            Agreement identifying the restrictions.

                 (B) [ ] after the Participant has at least 60 months of
                         participation.

                     (i) [ ] Special restrictions applied to such in-service
                             withdrawals under the prior plan that the
                             Employer wishes to continue under the Plan as
                             restated hereunder.  Please complete the
                             Protected In-Service Withdrawals Addendum to the
                             Adoption Agreement identifying the restrictions.

         (2) [x] another in-service withdrawal option that is a "protected
                 benefit" under Code Section 411(d)(6) or an in-service
                 hardship withdrawal option not otherwise described in Section
                 1.18(a).  Please complete the Protected In-Service
                 Withdrawals Addendum to the Adoption Agreement identifying
                 the in-service withdrawal option(s).

1.19   FORM OF DISTRIBUTIONS

Subject to Section 13.01, 13.02 and Article 14, distributions under the Plan
shall be paid as provided below.  (Check the appropriate box(es) and, if any
forms of payment selected in (b), (c) and/or (d) apply only to a specific
class of Participants, complete Subsection (b) of the Forms of Payment
Addendum.)

(a)     Lump Sum Payments - Lump sum payments are always available under the
        Plan.

(b) [ ] Installment Payments - Participants may elect distribution under a
        systematic withdrawal plan (installments).

(c) [ ] Annuities (Check if the Plan is retaining any annuity form(s) of
        payment.)

        (1)   An annuity form of payment is available under the Plan for the
              following reason(s) (check (A) and/or (B), as applicable):

              (A) [ ] As a result of the Plan's receipt of a transfer of
                      assets from another defined contribution plan or
                      pursuant to the Plan terms prior to the Amendment
                      Effective Date specified in Section 1.01(g)(2), benefits
                      were previously payable in the form of an annuity that
                      the Employer elects to continue to be offered as a form
                      of payment under the Plan.

              (B) [ ] The Plan received a transfer of assets from a defined
                      benefit plan or another defined contribution plan that
                      was subject to the minimum funding requirements of Code
                      Section 412 and therefore an annuity form of payment is
                      a protected benefit under the Plan in accordance with
                      Code Section 411(d)(6).

         (2)   The normal form of payment under the Plan is (check (A) or
               (B)):

               (A) [ ] A lump sum payment.

                   (i)   Optional annuity forms of payment (check (I) and/or
                         (II), as applicable).  (Must check and complete (I)
                         if a life annuity is one of the optional annuity
                         forms of payment under the Plan.)

                         (I) [ ] A married Participant who elects an annuity
                                 form of payment shall receive a qualified
                                 joint and ____% (at least 50%) survivor
                                 annuity.  An unmarried Participant shall
                                 receive a single life annuity, unless a
                                 different form of payment is specified below:
                                 ____________________________

                         (II)[ ] Other annuity form(s) of payment.  Please
                                 complete Subsection (a) of the Forms of
                                 Payment Addendum describing the other annuity
                                 form(s) of payment available under the Plan.

                (B) [ ] A life annuity (complete (i) and (ii) and check (iii)
                        if applicable).

                        (i)   The normal form for married Participants is a
                              qualified joint and ____% (at least 50%)
                              survivor annuity.  The normal form for unmarried
                              Participants is a single life annuity, unless a
                              different annuity form is specified below:
                              _________________________________

                         (ii) The qualified preretirement survivor annuity
                              provided to a Participant's spouse is purchased
                              with _______% (at least 50%) of the
                              Participant's Account.

                        (iii) [ ] Other annuity form(s) of payment.  Please
                              complete Subsection (a) of the Forms of Payment
                              Addendum describing the other annuity form(s) of
                              payment available under the Plan.

(d) [x] Other Non-Annuity Form(s) of Payment - As a result of the Plan's
        receipt of a transfer of assets from another plan or pursuant to the
        Plan terms prior to the Amendment Effective Date specified in
        1.01(g)(2), benefits were previously payable in the following form(s)
        of payment not described in (a), (b) or (c) above and the Plan will
        continue to offer these form(s) of payment:

        Company stock may be taken in-kind.  Distribution of Account in whole
        shares of Employer stock, or in cash, or in cash and Employer stock.

(e) [ ] Eliminated Forms of Payment Not Protected Under Code
        Section 411(d)(6).  Check if either (1) under the Plan terms prior to
        the Amendment Effective Date or (2) under the terms of another plan
        from which assets were transferred, benefits were payable in a form of
        payment that will cease to be offered after a specified date.  Please
        complete Subsection (c) of the Forms of Payment Addendum describing
        the forms of payment previously available and the effective date of
        the elimination of the form(s) of payment.

1.20   TIMING OF DISTRIBUTIONS

Except as provided in Subsection 1.20(a) or (b) and the Postponed Distribution
Addendum to the Adoption Agreement, distribution shall be made to an eligible
Participant from his vested interest in his Account as soon as reasonably
practicable following the date the Participant's application for distribution
is received by the Administrator.

(a)    Required Commencement of Distribution - If a Participant does not elect
       to receive benefits as of an earlier date, as permitted under the Plan,
       distribution of a Participant's Account shall begin as of the
       Participant's Required Beginning Date.

(b) [ ] Postponed Distributions - Check if the Plan was converted by plan
        amendment from another defined contribution plan that provided for the
        postponement of certain distributions from the Plan to eligible
        Participants and the Employer wants to continue to administer the Plan
        using the postponed distribution provisions.  Please complete the
        Postponed Distribution Addendum to the Adoption Agreement indicating
        the types of distributions that are subject to postponement and the
        period of postponement.

        Note:  An Employer may not provide for postponement of distribution to
        a Participant beyond the 60th day following the close of the Plan Year
        in which (1) the Participant attains Normal Retirement Age under the
        Plan, (2) the Participant's 10th anniversary of participation in the
        Plan occurs, or (3) the Participant's employment terminates, whichever
        is latest.


1.21   TOP HEAVY STATUS

(a)   The Plan shall be subject to the Top-Heavy Plan requirements of Article
      15 (check one):

      (1) [ ] for each Plan Year, whether or not the Plan is a "top-heavy
              plan" as defined in Subsection 15.01(f).

      (2) [x] for each Plan Year, if any, for which the Plan is a "top-heavy
              plan" as defined in Subsection 15.01(f).

      (3) [ ] Not applicable.  (Choose only if Plan covers only employees
              subject to a collective bargaining agreement.)

(b)   In determining whether the Plan is a "top-heavy plan" for an Employer
      with at least one defined benefit plan, the following assumptions shall
      apply:

      (1) [x] Interest rate: 7% per annum.

      (2) [x] Mortality table: 1994 Uninsured Pensioner (UP-94), sex distinct.

      (3) [ ] Not applicable. (Choose only if either (A) Plan covers only
              employees subject to a collective bargaining agreement or
              (B) Employer does not maintain and has not maintained any
              defined benefit plan during the five-year period ending on the
              applicable "determination date", as defined in Subsection
              15.01(a).)

(c)   If the Plan is or is treated as a "top-heavy plan" for a Plan Year, each
      non-key Employee shall receive an Employer Contribution of at least 3.0
      (3, 4, 5, or 7 1/2)% of Compensation for the Plan Year in accordance
      with Section 15.03.  The minimum Employer Contribution provided in this
      Subsection 1.21(c) shall be made under this Plan only if the Participant
      is not entitled to such contribution under another qualified plan of the
      Employer, unless the Employer elects otherwise below:

      (1) [ ] The minimum Employer Contribution shall be paid under this Plan
              in any event.

      (2) [ ] Another method of satisfying the requirements of Code Section
              416.  Please complete the 416 Contribution Addendum to the
              Adoption Agreement describing the way in which the minimum
              contribution requirements will be satisfied in the event the
              Plan is or is treated as a "top-heavy plan".

      (3) [ ] Not applicable.  (Choose only if Plan covers only employees
              subject to a collective bargaining agreement.)

      Note:  The minimum Employer contribution may be less than the percentage
      indicated in Subsection 1.21(c) above to the extent provided in Section
      15.03.

(d)   If the Plan is or is treated as a "top-heavy plan" for a Plan Year, the
      following vesting schedule shall apply instead of the schedule(s)
      elected in Subsection 1.15(b) for such Plan Year and each Plan Year
      thereafter (check one):

      (1) [ ] Not applicable.  (Choose only if either (A) Plan provides for
              Nonelective Employer Contributions and the schedule elected in
              Subsection 1.15(b)(1) is at least as favorable in all cases as
              the schedules available below or (B) Plan covers only employees
              subject to a collective bargaining agreement.)

      (2) [X] 100% vested after 0 (not in excess of 3) years of Vesting
              Service.

      (3) [ ] Graded vesting:


       Years of Vesting Service    Vesting Percentage     Must be at Least

                  0                                               0%
                  1                                               0%
                  2                                              20%
                  3                                              40%
                  4                                              60%
                  5                                              80%
              6 or more                                         100%

      Note:  If the Plan provides for Nonelective Employer Contributions and
      the schedule elected in Subsection 1.15(b)(1) is more favorable in all
      cases than the schedule elected in Subsection 1.21(d) above, then the
      schedule in Subsection 1.15(b)(1) shall continue to apply even in Plan
      Years in which the Plan is a "top-heavy plan".

1.22  CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION
      PLANS

If the Employer maintains other defined contribution plans, annual additions
to a Participant's Account shall be limited as provided in Section 6.12 of the
Plan to meet the requirements of Code Section 415, unless the Employer elects
otherwise below and completes the 415 Correction Addendum describing the order
in which annual additions shall be limited among the plans.

(a) [ ] Other Order for Limiting Annual Additions

1.23   INVESTMENT DIRECTION

Investment Directions - Participant Accounts shall be invested (check one):

(a) [ ] in accordance with the investment directions provided to the Trustee
        by the Employer for allocating all Participant Accounts among the
        Options listed in the Service Agreement.

(b) [ ] in accordance with the investment directions provided to the Trustee
        by each Participant for allocating his entire Account among the
        Options listed in the Service Agreement.

(c) [x] in accordance with the investment directions provided to the Trustee
        by each Participant for all contribution sources in his Account,
        except that the following sources shall be invested in accordance with
        the investment directions provided by the Employer (check (1) and/or
        (2)):

        (1) [x] Nonelective Employer Contributions

        (2) [ ] Matching Employer Contributions

            The Employer must direct the applicable sources among the same
            investment options made available for Participant directed sources
            listed in the Service Agreement.

1.24   RELIANCE ON OPINION LETTER

An adopting Employer may rely on the opinion letter issued by the Internal
Revenue Service as evidence that this Plan is qualified under Code Section 401
only to the extent provided in Announcement 2001-77, 2001-30 I.R.B.  The
Employer may not rely on the opinion letter in certain other circumstances or
with respect to certain qualification requirements, which are specified in the
opinion letter issued with respect to this Plan and in Announcement 2001-77.
In order to have reliance in such circumstances or with respect to such
qualification requirements, application for a determination letter must be
made to Employee Plans Determinations of the Internal Revenue Service.
Failure to fill out the Adoption Agreement properly may result in
disqualification of the Plan.

This Adoption Agreement may be used only in conjunction with Fidelity Basic
Plan Document No. 02.  The Prototype Sponsor shall inform the adopting
Employer of any amendments made to the Plan or of the discontinuance or
abandonment of the prototype plan document.


1.25   PROTOTYPE INFORMATION:

Name of Prototype Sponsor:      Fidelity Management & Research Company
Address of Prototype Sponsor:   82 Devonshire Street
                                Boston, MA  02109

Questions regarding this prototype document may be directed to the following
telephone number: 1-800-343-9184.



<PAGE>
                             EXECUTION PAGE
                           (Fidelity's Copy)


IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this _____ day of _________________, ______.


Employer:_____________________________

By:___________________________________

Title:________________________________



Employer:_____________________________

By:___________________________________

Title:________________________________




Accepted by:

Fidelity Management Trust Company, as Trustee


By:___________________________________   Date:________________

Title:________________________________


<PAGE>
                             EXECUTION PAGE
                           (Employer's Copy)


IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this _____ day of _________________, ______.


Employer:_____________________________

By:___________________________________

Title:________________________________



Employer:_____________________________

By:___________________________________

Title:________________________________




Accepted by:

Fidelity Management Trust Company, as Trustee


By:___________________________________   Date:________________

Title:________________________________





<PAGE>
                         AMENDMENT EXECUTION PAGE


This page is to be completed in the event the Employer modifies any prior
election(s) or makes a new election(s) in this Adoption Agreement.  Attach the
amended page(s) of the Adoption Agreement to this execution page.

The following section(s) of the Plan are hereby amended effective as of the
date(s) set forth below:


Section Amended	                   Page	               Effective Date

___________________________        _________             ______________

___________________________        _________             ______________

___________________________        _________             ______________

___________________________        _________             ______________


IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
_____ day of _____________, ________.



Employer:____________________________     Employer:_________________________

By:__________________________________     By:_______________________________

Title:_______________________________     Title:____________________________



Accepted by:

Fidelity Management Trust Company, as Trustee


By:___________________________________   Date:________________

Title:________________________________


<PAGE>
                               ADDENDUM

                     Re:  SPECIAL EFFECTIVE DATES
                                 for

Plan Name:   Giant Industries, Inc. & Affiliated Companies 401(k) Plan


(a) [x] Special Effective Dates for Other Provisions - The following
        provisions (e.g., new eligibility requirements, new contribution
        formula, etc.) shall be effective as of the dates specified herein:

        Section 1.07(a)(1) is effective on 06/24/2003.  Prior to this date,
        the Deferral Contribution was limited to 25% of Compensation.  -
        Effective:  06/24/2003

        ________________________________________________________________

        ________________________________________________________________

        ________________________________________________________________

        ________________________________________________________________

(b) [ ] Plan Merger Effective Dates - The following plan(s) were merged into
        the Plan after the Effective Date indicated in Subsection 1.01(g)(1)
        or (2), as applicable.  The provisions of the Plan are effective with
        respect to the merged plan(s) as of the date(s) indicated below:

        1. Name of merged plan:________________________________________

        ________________________________________________________________

        ________________________________________________________________

        Effective date:_________________________________________________


        2. Name of merged plan:________________________________________

        ________________________________________________________________

        ________________________________________________________________

        Effective date:_________________________________________________

        3. Name of merged plan:________________________________________

        ________________________________________________________________

        ________________________________________________________________

        Effective date:_________________________________________________

        4. Name of merged plan:________________________________________

        ________________________________________________________________

        ________________________________________________________________

        Effective date:_________________________________________________

        5. Name of merged plan:________________________________________

        ________________________________________________________________

        ________________________________________________________________

        Effective date:_________________________________________________


<PAGE>
                               ADDENDUM

            Re:  SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION
                                  for

Plan Name:   Giant Industries, Inc. & Affiliated Companies 401(k) Plan

(a)   Safe Harbor Matching Employer Contribution Formula

      Note:  Matching Employer Contributions made under this Option must be
      100% vested when made and may only be distributed because of death,
      disability, separation from service, age 59 1/2, or termination of the
      Plan without the establishment of a successor plan.  In addition, each
      Plan Year, the Employer must provide written notice to all Active
      Participants of their rights and obligations under the Plan.

      (1) [ ] 100% of the first 3% of the Active Participant's Compensation
              contributed to the Plan and 50% of the next 2% of the Active
              Participant's Compensation contributed to the Plan.

          (A) [ ] Safe harbor Matching Employer Contributions shall not be
                  made on behalf of Highly Compensated Employees.

          Note:  If the Employer selects this formula and does not elect
          Option 1.10(b), Additional Matching Employer Contributions, Matching
          Employer Contributions will automatically meet the safe harbor
          contribution requirements for deemed satisfaction of the "ACP" test.
          (Employee Contributions must still be tested.)

       (2) [ ] Other Enhanced Match:

               ____% of the first ____% of the Active Participant's
               Compensation contributed to the plan,

               ____% of the next ____% of the Active Participant's
               Compensation contributed to the plan,

               ____% of the next ____% of the Active Participant's
               Compensation contributed to the plan.

       Note:  To satisfy the safe harbor contribution requirement for the
       "ADP" test, the percentages specified above for Matching Employer
       Contributions may not increase as the percentage of Compensation
       contributed increases, and the aggregate amount of Matching Employer
       Contributions at such rates must at least equal the aggregate amount of
       Matching Employer Contributions which would be made under the
       percentages described in (a)(1) of this Addendum.

       (A) [ ] Safe harbor Matching Employer Contributions shall not be made
               on behalf of Highly Compensated Employees.

       (B) [ ] The formula specified above is also intended to satisfy the
               safe harbor contribution requirement for deemed satisfaction of
               the "ACP" test with respect to Matching Employer Contributions.
               (Employee Contributions must still be tested.)

       Note:  To satisfy the safe harbor contribution requirement for the
       "ACP" test, the Deferral Contributions and/or Employee Contributions
       matched cannot exceed 6% of a Participant's Compensation.


<PAGE>
                                ADDENDUM

          Re:  SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION
                                  for

Plan Name:   Giant Industries, Inc. & Affiliated Companies 401(k) Plan


(a)   Safe Harbor Nonelective Employer Contribution Election

      (1) [ ] For each Plan Year, the Employer shall contribute for each
              eligible Active Participant an amount equal to _____% (not less
              than 3% nor more than 15%) of such Active Participant's
              Compensation.

      (2) [ ] The Employer may decide each Plan Year whether to amend the Plan
              by electing and completing (A) below to provide for a
              contribution on behalf of each eligible Active Participant in an
              amount equal to at least 3% of such Active Participant's
              Compensation.

           Note:   An Employer that has selected Subsection (a)(2) above must
           amend the Plan by electing (A) below and completing the Amendment
           Execution Page no later than 30 days prior to the end of each Plan
           Year for which safe harbor Nonelective Employer Contributions are
           being made.

           (A) [ ] For the Plan Year beginning __________, the Employer shall
                   contribute for each eligible Active Participant an amount
                   equal to  % (not less than 3% nor more than 15%) of such
                   Active Participant's Compensation.

           Note:  Safe harbor Nonelective Employer Contributions must be 100%
           vested when made and may only be distributed because of death,
           disability, separation from service, age 59 1/2, or termination of
           the Plan without the establishment of a successor plan.  In
           addition, each Plan Year, the Employer must provide written notice
           to all Active Participants of their rights and obligations under
           the Plan.

(b) [ ] Safe harbor Nonelective Employer Contributions shall not be made on
        behalf of Highly Compensated Employees.

(c) [ ] In conjunction with its election of the safe harbor described above,
        the Employer has elected to make Matching Employer Contributions under
        Subsection 1.10 that are intended to meet the requirements for deemed
        satisfaction of the "ACP" test with respect to Matching Employer
        Contributions.


<PAGE>
                                ADDENDUM

                 Re:  PROTECTED IN-SERVICE WITHDRAWALS
                                   for

Plan Name:   Giant Industries, Inc. & Affiliated Companies 401(k) Plan


(a)   Restrictions on In-Service Withdrawals of Amounts Held for Specified
      Period - The following restrictions apply to in-service withdrawals made
      in accordance with Subsection 1.18(d)(1)(A) (cannot include any
      mandatory suspension of contributions restriction):

      __________________________________________________________________

      __________________________________________________________________

      __________________________________________________________________

      __________________________________________________________________

      __________________________________________________________________

(b)   Restrictions on In-Service Withdrawals Because of Participation in Plan
      for 60 or More Months - The following restrictions apply to in-service
      withdrawals made in accordance with Subsection 1.18(d)(1)(B) (cannot
      include any mandatory suspension of contributions restriction):

      __________________________________________________________________

      __________________________________________________________________

      __________________________________________________________________

      __________________________________________________________________

      __________________________________________________________________


(c)   [ ] Other In-Service Hardship Withdrawal Provisions - In-service
      hardship withdrawals are permitted from a Participant's Deferral
      Contributions Account and the other sub-accounts specified below,
      subject to the conditions otherwise applicable to hardship withdrawals
      from a Participant's Deferral Contributions Account:

      __________________________________________________________________

      __________________________________________________________________

      __________________________________________________________________

      __________________________________________________________________

      __________________________________________________________________


<PAGE>

(d)   [X] Other In-Service Withdrawal Provisions - In-service withdrawals from
      a Participant's Accounts specified below shall be available to
      Participants who satisfy the requirements also specified below:

      In-service withdrawal available at age 55 with 10 or more years of
      active participation in the 401(k) plan after 1/1/2001 (including the
      active participation in the ESOP prior to 1/1/2001).  In-service
      withdrawal includes assets transferred from the ESOP (Fidelity source
      07- Transfer Assets Cash and Fidelity source 08 - Transfer Assets Stock)
      and Discretionary Profit Sharing Contributions ( Fidelity source 05 -
      Employer Contribution Cash and Fidelity source 06 - Employer
      Contribution Stock).

      __________________________________________________________________

      __________________________________________________________________

      __________________________________________________________________

      __________________________________________________________________

      __________________________________________________________________


      (1) [ ] The following restrictions apply to a Participant's Account
              following an in-service withdrawal made pursuant to (d) above
              (cannot include any mandatory suspension of contributions
               restriction):

      __________________________________________________________________

      __________________________________________________________________

      __________________________________________________________________

      __________________________________________________________________

      __________________________________________________________________




<PAGE>
                               ADDENDUM

                        Re:  FORMS OF PAYMENT
                                  for

Plan Name:   Giant Industries, Inc. & Affiliated Companies 401(k) Plan

(a)   The following optional forms of annuity will continue to be offered
      under the Plan:
      ___________________________________________________

(b)   The forms of payment described in Section 1.19(b), (c) and/or (d) apply
      to the following class(es) of Participants:
      ___________________________________________________

      Note:  Please indicate if different classes of Participants are subject
      to different forms of payment.

(c)   The following forms of payment were previously available under the Plan
      but will be eliminated as of the date specified in subsection (4) below
      (check the applicable (box(es) and complete (4)):

      (1) [ ] Installment Payments.

      (2) [ ] Annuities.

          (A) [ ] The normal form of payment under the Plan was a lump sum and
                  all optional annuity forms of payment not listed under
                  Section 1.19(c)(2)(A)(i) are eliminated.  The eliminated
                  forms of payment include the following:

          (B) [ ] The normal form of payment under the Plan was a life annuity
                  and all annuity forms of payment not listed under
                  Section 1.19(c)(2)(B) are eliminated.  (Complete (i) and
                  (ii) and, if applicable, (iii).)

                  (i)   The normal form for married Participants was a
                        qualified joint and _____% (at least 50%) survivor
                        annuity.  The normal form for unmarried Participants
                        was a single life annuity, unless a different form is
                        specified below:
                        ________________________________________

                  (ii)  The qualified preretirement survivor annuity provided
                        to a Participant's spouse was purchased with ____% (at
                        least 50%) of the Participant's Account.

                  (iii) The other annuity form(s) of payment previously
                        available under the Plan included the following:
                        ________________________________________

      (3) [ ] Other Non-Annuity Forms of Payment.  All other non-annuity forms
              of payment that are not listed in Section 1.19(d) but that were
              previously available under the Plan are eliminated.  The
              eliminated non-annuity forms of payment include the following:
              ________________________________________

      (4) The form(s) of payment described in this Subsection (c) will not be
          offered to Participants who have an Annuity Starting Date which
          occurs on or after _________(cannot be earlier than September 6,
          2000).  Notwithstanding the date entered above, the forms of payment
          described in this Subsection (c) will continue to be offered to
          Participants who have an Annuity Starting Date that occurs
          (1) within 90 days following the date the Employer provides affected
          Participants with a summary that satisfies the requirements of
          29 CFR 2520.104b-3 and that notifies them of the elimination of the
          applicable form(s) of payment, but (2) no later than the first day
          of the second Plan Year following the Plan Year in which the
          amendment eliminating the applicable form(s) of payment is adopted.


<PAGE>
                                 ADDENDUM

                          Re:  VESTING SCHEDULE
                                   for

Plan Name:   Giant Industries, Inc. & Affiliated Companies 401(k) Plan


(a)   More Favorable Vesting Schedule

      (1)   The following vesting schedule applies to the class of
            Participants described in (a)(2) below:

            ___________________________________________________

            ___________________________________________________

            ___________________________________________________

            ___________________________________________________

            ___________________________________________________

      (2)   The vesting schedule specified in (a)(1) above applies to the
            following class of Participants:

            ___________________________________________________

(b) [ ] Additional Vesting Schedule

      (1)   The following vesting schedule applies to the class of
            Participants described in (b)(2) below:

            ___________________________________________________

            ___________________________________________________

            ___________________________________________________

      (2)   The vesting schedule specified in (b)(1) above applies to the
            following class of Participants:

            ___________________________________________________


<PAGE>
                                ADDENDUM

                     Re:  POSTPONED DISTRIBUTIONS
for

Plan Name:   Giant Industries, Inc. & Affiliated Companies 401(k) Plan


Postponement of Certain Distributions to Eligible Participants - The types of
distributions specified below to eligible Participants of their vested
interests in their Accounts shall be postponed for the period also specified
below:

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________


Notwithstanding the foregoing, if the Employer selected an Early Retirement
Age in Subsection 1.14(b) that is the later of an attained age or completion
of a specified number of years of Vesting Service, any Participant who
terminates employment on or after completing the required number of years of
Vesting Service, but before attaining the required age shall be eligible to
commence distribution of his vested interest in his Account upon attaining the
required age.



<PAGE>
                                 ADDENDUM

                           Re:  415 CORRECTION
                                   for

Plan Name:   Giant Industries, Inc. & Affiliated Companies 401(k) Plan


(a)   Other Formula for Limiting Annual Additions to Meet 415 - If the
      Employer, or any employer required to be aggregated with the Employer
      under Code Section 415, maintains any other qualified defined
      contribution plans or any "welfare benefit fund", "individual medical
      account", or "simplified medical account", annual additions to such
      plans shall be limited as follows to meet the requirements of Code
      Section 415:

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________


<PAGE>
                              ADDENDUM

                        Re:  416 CONTRIBUTION
                                 for

Plan Name:   Giant Industries, Inc. & Affiliated Companies 401(k) Plan


(a)   Other Method of Satisfying the Requirements of 416 - If the Employer, or
      any employer required to be aggregated with the Employer under Code
      Section 416, maintains any other qualified defined contribution or
      defined benefit plans, the minimum benefit requirements of Code Section
      416 shall be satisfied as follows:
      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________


<PAGE>
                             SNAP OFF ADDENDUM

               Re:  EFFECTIVE DATES FOR GUST COMPLIANCE
                                   for

Plan Name:   Giant Industries, Inc. & Affiliated Companies 401(k) Plan


Notwithstanding any other provision of the Plan to the contrary, to comply
with changes required by the Retirement Protection Act of 1994 ("GATT"), the
Uniformed Services Employment and Reemployment Rights Act of 1994 ("USERRA"),
the Small Business Job Protection Act of 1996 ("SBJPA"), the Taxpayer Relief
Act of 1997 ("TRA '97") and the Internal Revenue Service Restructuring and
Reform Act of 1998 (collectively, "GUST"), the following provisions shall
apply effective as of the dates set forth below:

(a)   The following elections were in effect for Plan Years beginning on or
      after January 1, 1997 and ending before the date specified in Subsection
      1.01(g)(2):

      (1)   HCE Determinations History - The Plan was operated in accordance
            with the provisions of Subsections 1.06(a) and 1.06(b), unless
            otherwise provided below.

            (A) [ ] HCE Determinations:  Look Back Year Elections - For the
                    following Plan Year(s), the Plan was operated in
                    accordance with a different look back year election as
                    provided below:

            (B) [ ] HCE Determinations:  Top Paid Group Elections - For the
                    following Plan Year(s), the Plan was operated in
                    accordance with a different top paid group election as
                    provided below:

      (2)   ADP/ACP Testing Methods History - The Plan was operated using the
            testing method shown in Subsection 1.06(a), unless otherwise
            provided below.

            (A) [ ] For the following Plan Years, the Plan was operated in
                    accordance with a different method as provided below:

                    _________________________________________________

                    _________________________________________________

      (3)   First Year Testing Method - If the first Plan Year that the Plan,
            other than a successor plan, permitted Deferral Contributions or
            provided for either Employee or Matching Employer Contributions,
            occurred on or after January 1, 1997 but prior to the Effective
            Date specified in Subsection 1.01(g)(2), the "ADP" and/or "ACP"
            test for such first Plan Year was applied using the actual "ADP"
            and/or "ACP" of Non-Highly Compensated Employees for such first
            Plan Year, unless otherwise provided below.

            (A) [ ] The "ADP" and/or "ACP" test for the first Plan Year that
                    the Plan permitted Deferral Contributions or provided for
                    either Employee or Matching Employer Contributions was
                    applied assuming a 3% "ADP" and/or "ACP" for Non-Highly
                    Compensated Employees.

(b)   The following provisions are effective as of the following dates, except
      as otherwise provided in the applicable Subsection(s) (A):

      (1)   The definition of "Required Beginning Date" in Subsection 2.01(ss)
            is effective January 1, 1997.

            (A) [ ] Later effective date applicable to the definition of
                    Required Beginning Date in Subsection 2.01(ss):
                    ____________ (Cannot be later than the January 1 following
                    the date specified in Subsection 1.01(g)(2)).

      (2)   The elimination of all family aggregation rules is effective for
            Plan Years beginning on or after January 1, 1997.

            (A) [ ] Later effective date applicable to elimination of family
                    aggregation rules: ___________ (Cannot be later than the
                    first day of the Plan Year in which the date specified in
                    Subsection 1.01(g)(2) occurs).

      (3)   The inclusion in Compensation for purposes of Code Section 415 of
            amounts excluded from gross income under a salary reduction
            agreement by reason of the application of Code Sections 125,
            402(e)(3), 402(h), or 403(b), as provided in Subsection 6.12(d),
            is effective for Limitation Years beginning on or after January 1,
            1998.

            (A) [ ] Later effective date applies to modification of definition
                    of Compensation for Code Section 415 purposes:______
                    (Cannot be later than the first day of the Limitation Year
                    in which the date specified in Subsection 1.01(g)(2)
                    occurs).

      (4)   The increase in the cash out limitation from $3,500 to $5,000 is
            effective the first day of the first Plan Year beginning after
            August 5, 1997.

            (A) [ ] Later effective date applies to increase in cash out
                    limitation: __________ (Cannot be later than the date
                    specified in Subsection 1.01(g)(2)).

      (5)   The elimination of the "look back" requirement for mandatory
            cashouts with respect to Participants whose Accounts are not
            subject to the requirements of Section 14.04 shall be effective
            with respect to distributions made on or after March 22, 1999.

            (A) [ ] Later effective date applies to elimination of look back
                    requirement for mandatory cashouts: ________ (Cannot be
                    later than the date specified in Subsection 1.01(g)(2)).

      (6)   The exclusion from the definition of  "eligible rollover
            distribution" in Subsection 13.04(c) of hardship withdrawals of
            Deferral Contributions made in accordance with the provisions of
            Section 10.05 or the Protected In-Service Withdrawal Addendum to
            the Adoption Agreement is effective for distributions made on or
            after January 1, 1999.

            (A) [ ] Later effective date applies to rollover treatment of
                    hardship withdrawals of Deferral Contributions: _______
                    (Cannot be later than the earlier of January 1, 2000 or
                    the date specified in Subsection 1.01(g)(2)).

(c)   The following provisions are effective as of the following dates:

      (1)   The inclusion in Compensation of amounts excluded from gross
            income under a salary reduction agreement by reason of the
            application of Code Sections 132(f)(4) (the "132(f) Amendment"),
            as provided in Subsections 2.01(s) and 2.01(z) and Sections 5.02
            and 15.03 is effective for Plan Years beginning on or after
            January 1, 2001, or, if earlier, the first day of the Plan Year in
            which the Plan has been operated in accordance with the 132(f)
            Amendment, but, in no case earlier than the first Plan Year
            beginning on or after January 1, 1998.

            The 132(f) Amendment, as provided in Subsection 6.12(d) is
            effective for Limitation Years beginning on or after January 1,
            2001, or, if earlier, the first day of the Limitation Year in
            which the Plan has been operated in accordance with the 132(f)
            Amendment, but, in no case earlier than the first Limitation Year
            beginning on or after January 1, 1998.

      (2)   The definition of "Highly Compensated Employee" in Subsection
            2.01(z) is effective for Plan Years beginning on or after January
            1, 1997.

      (3)   The definition of "Leased Employee" in Subsection 2.01(cc) is
            effective for Plan Years beginning on or after January 1, 1997.

      (4)   The change in the "maximum permissible amount", as defined in
            Subsection 6.01(r), to $30,000 adjusted for cost of living
            increases, is effective for Limitation Years beginning on or after
            January 1, 1995.

      (5)   The rules for applying the "ADP" test, described in Section 6.03,
            and the "ACP" test, described in Section 6.06 are effective for
            Plan Years beginning on or after January 1, 1997.

      (6)   The rules for allocating and distributing "excess contributions",
            as provided in Section 6.04, and the rules for allocation,
            distribution and forfeiture of "excess aggregate contributions",
            as provided in Section 6.07 are effective for Plan Years beginning
            on or after January 1, 1997.

      (7)   The 4% limitation on discretionary matching employer contributions
            in the event the Plan is intended to satisfy the safe harbor
            contribution requirements under the Code such that the "ADP" test
            (and, if applicable, the "ACP" test) is deemed satisfied is
            effective only for Plan Years beginning on or after January 1,
            2000.

      (8)   The provisions of Section 18.03, regarding the Code Section
            401(a)(13)(C) and (D) exceptions to the nonalienability of
            benefits rules, apply to judgments, orders, and decrees issued and
            settlement agreements entered into on or after August 5, 1997.

      (9)   The provisions of Section 18.07, regarding veterans reemployment
            rights, are effective December 12, 1994.


(d)   For Plan Years ending before the date specified in Subsection
      1.01(g)(2), the provisions of this amendment and restatement that are
      related to GUST shall apply in accordance with the provisions of this
      amendment and restatement, except as otherwise provided below:

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

(e)   For Plan Years ending before the date specified in Subsection
      1.01(g)(2), the provisions of this amendment and restatement that are
      related to GUST shall apply to all plans merged into the Plan during the
      period covered by this Addendum except to the extent any such merged
      plan is amended to provide otherwise or as provided below:

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________

      _________________________________________________________________



<PAGE>
          THE CORPORATEPLAN FOR RETIREMENTSM  (PROFIT SHARING/401(K) PLAN)
                        ADDENDUM TO ADOPTION AGREEMENT
                     FIDELITY BASIC PLAN DOCUMENT No. 02

    RE: ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 ("EGTRRA")
                              AMENDMENTS for
Plan Name:  Giant Industries, Inc. & Affiliated Companies 401(k) Plan

PREAMBLE

Adoption and Effective Date of Amendment.  This amendment of the Plan is
adopted to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good
faith compliance with the requirements of EGTRRA and is to be construed in
accordance with EGTRRA and guidance issued thereunder.  Except as otherwise
provided below, this amendment shall be effective as of the first day of the
first plan year beginning after December 31, 2001.

Supersession of Inconsistent Provisions.  This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with
the provisions of this amendment.

(a)   Catch-up Contributions. The Employer must select either (1) or (2) below
      to indicate whether eligible Participants age 50 or older by the end of
      a calendar year will be permitted to make catch-up contributions to the
      Plan, as described in Section 5.03(b)(1):

      (1) [X] Catch-up contributions shall apply effective January 1, 2002,
              unless a later effective date is specified herein, _________.
      (2) [ ] Catch-up contributions shall not apply.

      Note: The Employer must not select (a)(1) above unless all plans of all
      employers treated, with the Employer, as a single employer under
      subsections (b), (c), (m), or (o) of Code Section 414 also permit catch
      up contributions (except a plan maintained by the Employer that is
      qualified under Puerto Rico law), as provided in Code Section 414(v)(4)
      and IRS guidance issued thereunder. The effective date applicable to
      catch-up contributions must likewise be consistent among all plans
      described immediately above, to the extent required in Code Section
      414(v)(4) and IRS guidance issued thereunder.

(b)   Plan Limit on Elective Deferral for Plans Permitting Catch-up
      Contributions.  This Section (b) is inapplicable if the Plan converted
      to this Fidelity document from any other document effective after April
      1, 2002.

      For Plans that permit catch-up contributions beginning on or before
      April 1, 2002, pursuant to (a)(1) above, the 60% Plan Limit described in
      Section 5.03(b)(2) shall apply beginning April 1, 2002, unless (b)(1) or
      (b)(2) is selected below.  For Plans that permit catch up contributions
      beginning after April 1, 2002, pursuant to (a)(1) above, the Plan Limit
      set out in Section 1.07(a)(1) shall continue to apply unless and until
      the Employer's election in (b)(2) below, if any, provides for a change
      in the Plan Limit.

      (1) [ ] The Plan Limit set out in Section 1.07(a)(1) shall continue to
              apply on and after April 1, 2002.

      (2) [ ] The Plan Limit set out in Section 1.07(a)(1) shall continue to
              apply until ________________ (cannot be before April 1, 2002),
              and the Plan Limit after that date shall be ____% of
              Compensation each payroll period.

(c)    Matching Employer Contributions on Catch-up Contributions.  The
       Employer must select the box below only if the Employer selected (a)(1)
       above, and the Employer wants to provide Matching Employer
       Contributions on catch-up contributions.  In that event, the same rules
       that apply to Matching Employer Contributions on Deferral Contributions
       other than catch-up contributions will apply to Matching Employer
       Contributions on catch-up contributions.

       [X] Notwithstanding anything in 2.01(l) to the contrary, Matching
           Employer Contributions under Section 1.10 shall apply to catch-up
           contributions described in Section 5.03(b)(1).

(d)    Vesting of Matching Employer Contributions.  Complete this section (d)
       only if the vesting schedule for Matching Employer Contributions under
       the Plan must be amended to comply with EGTRRA.  This is the case if,
       in the absence of an amendment, the vesting schedule for Matching
       Employer Contributions would not be at least as rapid as Three-Year
       Cliff or Six-Year Graded Vesting, effective for Participants with at
       least one Hour of Service on or after the first Plan Year beginning
       after December 31, 2001, subject to the rule described in (2) below.
       Complete (d)(1) to specify the new vesting schedule; any vesting
       schedule changes must conform to the requirements of Section 16.04 of
       the Plan. Only complete (d)(2) if your Plan is maintained pursuant to a
       collective bargaining agreement ratified by June 7, 2001. Complete
       (d)(3) if the Employer wants to apply the vesting schedule selected in
       (d)(1) to only the portion of a Participant's accrued benefits derived
       from Matching Employer Contributions for Plan Years beginning after
       December 31, 2001.

       (1)  Vesting Schedule for Matching Employer Contributions.  Unless the
            Employer checks the box in (d)(3) of this EGTRRA Amendments
            Addendum, the Vesting Schedule set forth below shall apply to all
            accrued benefits derived from Matching Employer Contributions for
            Participants who complete an Hour of Service under the Plan in a
            Plan Year beginning after December 31, 2001, regardless of the
            Plan Year for which such contributions are made, subject to the
            Employer's election of a later effective date as indicated in
            (d)(2) below:


            [ ] 100% Vesting immediately
            [ ] 3-Year Cliff (see C below)
            [ ] 6-Year Graded (see E below)
            [ ] Other Vesting Schedule (complete G3 below, but must be at
                least as favorable as either C or E)

                           Applicable Vesting Schedule

                  Years of
              Vesting Service          C          E           G3
                     0                 0%         0%          __%
                     1                 0%         0%          __%
                     2                 0%        20%          __%
                     3               100%        40%          __%
                     4               100%        60%          __%
                     5               100%        80%          __%
                 6 or more           100%       100%         100%


  (2) Delayed Effective Date for Plans Subject to Collective Bargaining.  If
      the plan is maintained pursuant to one or more collective bargaining
      agreements ratified by June 7, 2001, the effective date for faster
      vesting of Matching Employer Contributions for Participants covered by
      such a collective bargaining agreement can be delayed by checking the
      box below and inserting the effective date, which is the first day of
      the first Plan Year beginning on or after the earlier of (i) January 1,
      2006, or (ii) the later of the date on which the last of the collective
      bargaining agreements described above terminates (without regard to any
      extension on or after June 7, 2001), or January 1, 2002.

      [ ] The vesting schedule elected by the Employer in (d)(1) above shall
          apply to those Participants covered by a collective bargaining
          agreement(s) ratified by June 7, 2001, who have at least one Hour of
          Service on or after ___________. Unless the Employer selects the box
          in (d)(3) below, the vesting schedule selected in (d)(1) above shall
          apply to the entire accrued benefit derived from Matching Employer
          Contributions of such Participants with an Hour of Service in a Plan
          Year beginning on or after the date specified herein.  For all other
          Participants, the vesting schedule shall apply as of the date and in
          the manner described in (d)(1) and, where applicable, (d)(3).

   (3) Grandfathered Application of Prior Vesting Schedule.  The Employer must
       check the box below only if the Employer wants to grandfather an
       existing vesting schedule and apply the vesting schedule that the
       Employer selected in (d)(1) above to only that portion of a
       Participant's accrued benefit derived from Matching Employer
       Contributions for Plan Years beginning after December 31, 2001, (and/or
       for Plan Years beginning on or after the date specified in (d)(2), for
       any Participants subject to (d)(2), if selected by the Employer).

       [ ] The Vesting Schedule in (d)(1) above shall apply only to the
           portion of a Participant's accrued benefits derived from Matching
           Employer Contributions under the Plan in a Plan Year beginning
           after December 31, 2001, or such later date applicable to the
           Participant if specified in (d)(2) above.

(e) Rollovers of After-Tax Employee Contributions to the Plan. The Employer
    must mark the box below only if the Employer does not want the Plan to
    accept Participant Rollover Contributions of qualified plan after-tax
    employee contributions, as described in Section 5.06, which would
    otherwise be effective for distributions after December 31, 2001:

    [ ] Participant Rollover Contributions or direct rollovers of qualified
        plan after-tax employee contributions shall not be accepted by the
        Plan at any time.

(f) Application of the Same Desk Rule.  The Employer must mark the box below
    only if the Employer wants to discontinue the application of the same desk
    rule set forth in Section 12.01(a).

    [x] Effective for distributions from the Plan after December 31, 2001, or
        such later date as specified herein 01/01/2002, a Participant's
        elective deferrals, qualified nonelective contributions and qualified
        matching contributions, if applicable, and earnings attributable to
        such amounts shall be distributable, upon a severance from employment
        as described in Section 12.01(b), effective only for severances
        occurring after ______ (or, if no date is entered, regardless of when
        the severance occurred).


<PAGE>
                            Amendment Execution
                             (Fidelity's Copy)


IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
_____ day of ________________, ______.


Employer:____________________________     Employer:_________________________

By:__________________________________     By:_______________________________

Title:_______________________________     Title:____________________________



Accepted by: Fidelity Management Trust Company, as Trustee


By:___________________________________   Date:________________

Title:________________________________



<PAGE>
                            Amendment Execution
                             (Employer's Copy)


IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
19th day of June, 2003.


Employer: Giant Industries, Inc.          Employer:
         ----------------------------              -------------------------
By:  /s/ NATALIE R. DOPP                  By:
   ----------------------------------        -------------------------------
Title:  VP, Human Resources               Title:
      -------------------------------           ----------------------------

Accepted by: Fidelity Management Trust Company, as Trustee


By:  /s/ ROBERT Q. BUCKLES                Date:  June 23, 2003
   ----------------------------------          -----------------------------
Title:  Authorized Signatory
      -------------------------------