EXHIBIT 10.3

                             FIRST AMENDMENT
                                 TO THE
             GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
                        DEFERRED COMPENSATION PLAN


WHEREAS, Giant Industries, Inc. (the "Employer") maintains the Giant
Industries, Inc. and Affiliated Companies Deferred Compensation Plan (the
"Plan") effective October 31, 2005; and

WHEREAS the Employer desires to amend the plan to permit a one-time
change in distribution elections under transition rules under applicable
regulations; and

WHEREAS the Board of Directors has authorized the Administrative
Committee to amend the Plan, to facilitate the Plan's administration of
its design if the modifications do not significantly increase the cost of
the Plan.

NOW, THEREFORE, the Plan is amended by adding Section 6.13 as follows:

"6.13	TRANSITION ELECTION

	A Participant may make an election to change the distribution date
      with respect to amounts deferred for 2005 under Section 6.4; the
      distribution form with respect to distributions under Section 6.1;
      and the distribution date under Section 6.7, as long as (1) the
      election is made by December 31, 2006, (2) the election change is
      not made with respect to payments that would otherwise be made in
      2006, and (3) the election change does not cause payments to be
      made in 2006."

Adopted as of  November 13, 2006.

Administrative Committee of the Giant Industries, Inc.
and Affiliated Companies Deferred Compensation Plan

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

Committee Member: Natalie R. Dopp
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