exv10w12



 






Exhibit 10.12




NINTH AMENDMENT TO THE

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




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



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



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



     NOW THEREFORE,


1. Effective January 1, 2006, Section 1.10(a)(2) is amended by replacing the paragraphs added by
the Fourth Amendment as follows:





With regard to Deferral Contributions, the Employer may
make a Matching Employer Contribution using a separate
matching contribution formula for each group classified by
the Employer, with respect to the Deferral Contributions
and Compensation while the Participant is a member of the
respective group. The separate groups shall be: (1) those
Participants who are employees of the Employer (other than
those classified by the Employer as employees of Giant
Yorktown, Inc.) (the “Giant Group”) and (2) those
Participants classified by the Employer as employees of
Giant Yorktown, Inc. (the “Yorktown Group”).




For purposes of this Section 1.10(a)(2), After-Tax
Contributions shall be included in Deferral Contributions.



 









 




2. Effective January 1, 2006, the Addendum re: EGTRRA, Section (c) is amended as shown on page 2 of
the attachment.



IN WITNESS WHEREOF the Employer has caused this amendment to be executed this 15th day
of February, 2006 by its duly authorized officer, effective as stated herein.




	 	 	 	 	 	 	 
	 	 	GIANT INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 	 
	 	 	By:       /s/ Natalie R. Dopp	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Title:      VP, Human Resources	 	 
	 

	 	 	 	 

	 	 






 









 






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
	 

	 	 	 	10/09/2003
	 

	 	© 2003 FMR Corp.	 	 
	 

	 	All rights reserved.	 	 







 









 








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




     (a)     þ     Basic Matching Employer Contributions (check one):



	 	 	 	 	 	 	 
	 

	 	     (1)
	 	o
	 	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)     o     Single Percentage Match:                     %




          (B)     o     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)     o      Limit on Non-Discretionary Matching Employer
Contributions (check the appropriate box(es)):



	 	 	 	 	 	 	 
	 

	 	(i)
	 	o
	 	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)
	 	o
	 	Matching Employer Contributions for
each Participant for each Plan Year shall be limited to $                    .






	 	 	 	 	 	 	 
	Plan Number: 40292
	 	 	 	 	 	 
	The CORPORATEplan for RetirementSM

	 	 	 	 	 	Non-Std PS Plan
	 

	 	 	 	 	 	10/09/2003
	 

	 	© 2003 FMR Corp.
	 	 
	 

	 	All rights reserved.
	 	 
	 

	 	 	1	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 

	 	 	(2	)	 	þ
	 	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)
	 	o
	 	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	)	 	o
	 	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)

	 	o
	 	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	)	 	o
	 	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 l.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.



	 	 	 	 	 	 	 
	Plan Number: 40292
	 	 	 	 	 	 
	The CORPORATEplan for RetirementSM

	 	 	 	 	 	Non-Std PS Plan
	 

	 	 	 	 	 	10/09/2003
	 

	 	© 2003 FMR Corp.
	 	 
	 

	 	All rights reserved.
	 	 
	 

	 	 	2	 	 	 






 









 







	(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	)	 	o
	 	each calendar month.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(2	)	 	o
	 	each Plan Year quarter.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(3	)	 	o
	 	each Plan Year.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(4	)	 	þ
	 	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	)	 	þ
	 	No requirements.
	 
	 	 	 	 	 	 	 	 
	 

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

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

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

	 	 	(5	)	 	o
	 	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	)	 	o
	 	Is not a Highly Compensated Employee for the Plan Year.
	 
	 	 	 	 	 	 	 	 
	 

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

	 	 	(8	)	 	o
	 	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.)





	 	 	 	 	 	 	 
	Plan Number: 40292
	 	 	 	 	 	 
	The CORPORATEplan for RetirementSM

	 	 	 	 	 	Non-Std PS Plan
	 

	 	 	 	 	 	10/09/2003
	 

	 	© 2003 FMR Corp.
	 	 
	 

	 	All rights reserved.
	 	 
	 

	 	 	3	 	 	 






 









 







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)

	 	þ
	 	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	)	 	o
	 	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.



	 	 	 	 	 	 	 
	Plan Number: 40292
	 	 	 	 	 	 
	The CORPORATEplan for RetirementSM

	 	 	 	 	 	Non-Std PS Plan
	 

	 	 	 	 	 	10/09/2003
	 

	 	© 2003 FMR Corp.
	 	 
	 

	 	All rights reserved.
	 	 
	 

	 	 	4	 	 	 






 









 






AMENDMENT EXECUTION PACE




     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
	1.10

	 	 	 	01/01/2006
	EGTRRA Addendum

	 	 	 	01/01/2006






     IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this 26 day of
January, 2006.



	 	 	 	 	 	 	 	 	 	 	 
	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:	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 
	Plan Number: 40292
	 	 	 	 	 	 
	The CORPORATEplan for RetirementSM

	 	 	 	 	 	Non-Std PS Plan
	 

	 	 	 	 	 	10/09/2003
	 

	 	© 2003 FMR Corp.
	 	 
	 

	 	All rights reserved.
	 	 
	 

	 	 	5	 	 	 







 










 






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	)	 	þ
	 	Catch-up contributions shall apply effective January 1,
2002, unless a later effective date is specified herein.
                    .
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(2	)	 	o
	 	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)(l) 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	)	 	o
	 	The Plan Limit set out in Section l.07(a)(1) shall continue to apply on and after April 1,
2002.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(2	)	 	o
	 	The Plan Limit set out in Section l.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.






	 	 	 	 	 	 	 
	Plan Number: 40292
	 	 	 	 	 	 
	The CORPORATEplan for RetirementSM

	 	 	 	 	 	Non-Std PS Plan
	 

	 	 	 	 	 	10/09/2003
	 

	 	© 2003 FMR Corp.
	 	 
	 

	 	All rights reserved.
	 	 
	 

	 	 	1	 	 	 






 









 







	(c)	 	Matching Employer Contributions on Catch-up Contributions. The Employer must select the box
below only if the Employer selected (a)(l) 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.






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






	(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)(l) 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:






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





Applicable Vesting Schedule




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Years of	 	 	 	 	 	 
	Vesting Schedule	 	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.





	 	 	 	 	 	 	 
	Plan Number: 40292
	 	 	 	 	 	 
	The CORPORATEplan for RetirementSM

	 	 	 	 	 	Non-Std PS Plan
	 

	 	 	 	 	 	10/09/2003
	 

	 	© 2003 FMR Corp.
	 	 
	 

	 	All rights reserved.
	 	 
	 

	 	 	2	 	 	 






 









 







	 	o	 	The vesting schedule elected by the Employer in (d)( I) above shall apply to
those Participants covered by a collective bargaining agreement(s) ratified by
June 7. 2001. who have at east 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)(l) 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).






	 	o	 	 The Vesting Schedule in (d)(l) 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:






	 	o	 	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).






	 	 R 	 	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).





	 	 	 	 	 	 	 
	Plan Number: 40292
	 	 	 	 	 	 
	The CORPORATEplan for RetirementSM

	 	 	 	 	 	Non-Std PS Plan
	 

	 	 	 	 	 	10/09/2003
	 

	 	© 2003 FMR Corp.
	 	 
	 

	 	All rights reserved.
	 	 
	 

	 	 	3	 	 	 






 









 






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




Title: Amendment to Compensation

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



Exception Fee: Fee Waived





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




Title: Amendment to Investment Direction

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



Exception Fee: Fee Waived





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




Title: Amendment to Non-Elective Employer Contribution

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



Exception Fee: Fee Waived





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





			
	Plan #40292
	 	CPR Service






 









 






Title: Amendment to Investment Direction

Description: The Employer will provide an amendment that allows for employee investment
direction in all restricted accounts as described in the amendment.



Exception Fee: Fee Waived





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




Title: Nonelective Employer Contributions

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



Exception Fee: Fee Waived





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




Title: Employer Matching Contribution

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



Exception Fee: Fee Waived





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




Title: Matching Contribution on Employee After-Tax Contributions

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



Exception Fee: Fee Waived





Fidelity hereby agrees to allow an amendment to the CORPORATEplan for RetirementSM to
incorporate a Plan provision to accomplish the above stated purpose. Amending the Plan to
add





			
	Plan #40292
	 	CPR Service






 









 






such a provision will make the Plan individually designed and the Employer hereby agrees to
accept all consequences of such a designation (see attached).




Title: Change to Withdrawal Policy in Appendix D

Description: Effective 4/14/04: Hardship availability will be amended as follows: Payment of
funeral expenses for the Participant’s spouse, children or dependents will be permitted.



Exception Fee: Fee Waived





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




Title: True Up Matching Calculation

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



Exception Fee: Fee Waived





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




Title: Change to Loan Policy in Appendix D

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



Exception Fee: Fee Waived





Title: Change to Loan Policy in Appendix D

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



Exception Fee: Fee Waived




			
	Plan #40292
	 	CPR Service






 









 






Title: Charging Plan Expenses to the Accounts of Terminated Participants

Description: The Employer hereby directs Fidelity to deduct, on a per capita basis, the Per
Participant fee described in Article I.B, from the accounts of Participants who are no
longer actively employed by the Employer (i.e., Participants with the following status codes
on Fidelity’s Participant Recordkeeping System (FPRS): R (Retired), T (Terminated), D
(Deceased), or P (Disabled)) but not from the accounts of Participants who are actively
employed by the Employer. The Employer hereby acknowledges that the Employer is responsible
for ensuring that the proper status code for each Participant is reflected in FPRS at all
times. The Employer hereby represents that it shall pay directly to Fidelity such fees on
behalf of the actively employed Participants and/or direct Fidelity to deduct such fees from
the Plan’s forfeiture account. Solely for purposes of this direction, whether a Participant
is actively employed or not actively employed shall be determined as of the date such amount
is deducted. The Employer hereby acknowledges that Fidelity has advised it to consult with
its legal counsel regarding this direction. The Employer hereby represents that it has
determined that the allocation of Plan expenses reflected in this direction is reasonable
and complies with applicable law. The Employer hereby further acknowledges that, to the
extent any testing of this expense allocation is required under Internal Revenue Code
Section 401(a)(4), the Employer shall be solely responsible for such testing, and Fidelity
shall not provide any services related to such testing. The Employer hereby represents that,
pursuant to ERISA, it has made appropriate and timely disclosure to Participants regarding
the allocation of Plan expenses described herein.



Exception Fee: Fee Waived





Title: Match on After-Tax Contributions

Description: The Employer will provide an amendment that allows for matching of after-tax
contributions.



Exception Fee: Fee Waived




			
	Plan #40292
	 	CPR Service







 









 






Attachment to Appendix F

of the

CORPORATEplan for RetirementSM Service Agreement



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




 









 








EXECUTION PAGE (FIDELITY’S COPY)



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




	 	 	 	 	 
	 	 	Original	 	 
	Service Agreement	 	Effective Date	 	Revision Date(s)
	Articles I and II
	 	 	 	 
	 

	 	 
	 	 
	Appendix A – Investment Schedule and Services
	 	 	 	 
	 

	 	 
	 	 
	Appendix B – Enrollment and Education Services
	 	 	 	 
	 

	 	 
	 	 
	Appendix C – Contribution Processing Services
	 	 	 	 
	 

	 	 
	 	 
	Appendix D – Loan and Withdrawal Services
	 	 	 	 
	 

	 	 
	 	 
	Appendix E – Compliance Services
	 	 	 	 
	 

	 	 
	 	 
	Appendix F – Miscellaneous Additional Services

	 	01/01/1996
	 	01/01/2006
	 

	 	 
	 	 




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




	 	 	 
	Employer:	 	Employer:
	 
	 	 
	/s/ Natalie R. Dopp
	 	 
	 	 	 
	(Signature)

	 	(Signature)
	 
	 	 
	Natalie R. Dopp
	 	 
	 	 	 
	(Print Name)

	 	(Print Name)
	 
	 	 
	VP, Human Resources
	 	 
	 	 	 
	(Title)

	 	(Title)
	 
	 	 
	1/26/06
	 	 
	 	 	 
	(Date)

	 	(Date)







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





Fidelity Management Trust Company:




	 	 	 
	 	 	 
	(Signature)

	 	 
	 
	 	 
	 	 	 
	(Print Name)
	 	 
	 
	 	 
	 	 	 
	(Title)
	 	 
	 
	 	 
	 	 	 
	(Date)
	 	 







 









 








EXECUTION PAGE (EMPLOYER’S COPY)



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




	 	 	 	 	 
	 	 	Original	 	 
	Service Agreement	 	Effective Date	 	Revision Date(s)
	Articles I and II
	 	 	 	 
	 

	 	 
	 	 
	Appendix A – Investment Schedule and Services
	 	 	 	 
	 

	 	 
	 	 
	Appendix B – Enrollment and Education Services
	 	 	 	 
	 

	 	 
	 	 
	Appendix C – Contribution Processing Services
	 	 	 	 
	 

	 	 
	 	 
	Appendix D – Loan and Withdrawal Services
	 	 	 	 
	 

	 	 
	 	 
	Appendix E – Compliance Services
	 	 	 	 
	 

	 	 
	 	 
	Appendix F – Miscellaneous Additional Services

	 	01/01/1996
	 	01/01/2006
	 

	 	 
	 	 




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




	 	 	 
	Employer:	 	Employer:
	 
	 	 
	/s/ Natalie R. Dopp
	 	 
	 	 	 
	(Signature)

	 	(Signature)
	 
	 	 
	Natalie R. Dopp
	 	 
	 	 	 
	(Print Name)

	 	(Print Name)
	 
	 	 
	VP, Human Resources
	 	 
	 	 	 
	(Title)

	 	(Title)
	 
	 	 
	1/26/06
	 	 
	 	 	 
	(Date)

	 	(Date)







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





Fidelity Management Trust Company:




	 	 	 
	 	 	 
	(Signature)

	 	 
	 
	 	 
	 	 	 
	(Print Name)
	 	 
	 
	 	 
	 	 	 
	(Title)
	 	 
	 
	 	 
	 	 	 
	(Date)