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Agreement and Plan of Merger

AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this Amendment), dated as of November 12, 2006 (the Amendment Effective Date), is among WESTERN REFINING, INC., a Delaware corporation (Parent), NEW ACQUISITION CORPORATION, a Delaware corporation and a direct and wholly-owned subsidiary of Parent (Merger Sub), and GIANT INDUSTRIES, INC., a Delaware corporation (the Company). Capitalized terms used but not defined in this Amendment shall have the same meanings as set forth in the Original Merger Agreement (as defined below).

WHEREAS, Parent, Merger Sub and the Company entered into that certain Agreement and Plan of Merger, dated as of August 26, 2006 (the Original Merger Agreement); and

WHEREAS, the parties to the Original Merger Agreement desire to amend certain provisions thereof as set forth in this Amendment;

NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants and agreements contained herein, the parties agree as follows:

(a) Per Share Merger Consideration. Section 2.1(a) of the Original Merger Agreement is hereby amended by replacing the $83.00 Per Share Merger Consideration set forth therein with the following amount: $77.00.

(b) Absence of Certain Changes. Section 3.9 of the Original Merger Agreement is hereby amended and restated in its entirety as set forth on Annex A attached to this Amendment, which is incorporated by reference herein.

(c) Environmental Matters. Section 3.13 of the Original Merger Agreement is hereby amended and restated in its entirety as set forth on Annex B attached to this Amendment, which is incorporated by reference herein.

(d) Conduct of Business. Section 5.1(a)(xiv) of the Original Merger Agreement is hereby amended and restated in its entirety as set forth on Annex C attached to this Amendment, which is incorporated by reference herein.

(e) No Solicitation. Section 5.2 of the Original Merger Agreement is hereby amended and restated in its entirety as set forth on Annex D attached to this Amendment, which is incorporated by reference herein.

(f) Inspection Rights. The first sentence of Section 5.5 of the Original Merger Agreement is hereby amended and restated in its entirety as set forth on Annex E attached to this Amendment, which is incorporated by reference herein.

(g) Employee Benefits. Section 5.9(b)(v) of the Original Merger Agreement is hereby amended by replacing the $13,000,000 maximum aggregate amount for bonuses paid under clauses (A) and (B) of such section with the following amount: $9,500,000.

(h) Conditions to Obligation of Parent to Effect the Merger. Section 6.3(a) of the Original Merger Agreement is hereby amended and restated in its entirety as set forth on Annex F attached to this Amendment, which is incorporated by reference herein. Section 6.3(b) of the Original Merger Agreement is hereby amended to replace the reference to the Consulting and Non-Competition Agreement entered into as of the date of the Original Merger Agreement between Parent and Fred L. Holliger with a reference to such Consulting and Non-Competition Agreement as amended as of the date of this Amendment. Section 6.3(c) of the Original Merger Agreement is hereby amended by replacing the 10% total number of Dissenting Shares with the following amount: 20%. Section 6.3 of the Original Merger Agreement is hereby amended by adding a new Section 6.3(e) at the end thereof as set forth on Annex G attached to this Amendment, which is incorporated by reference herein.

(i) Outside Date. Section 7.2(a) of the Original Merger Agreement is hereby amended by replacing the March 31, 2007 date set forth therein with the following date: April 30, 2007.

(j) Termination by the Company. Section 7.3(a) of the Original Merger Agreement is hereby amended and restated in its entirety as set forth on Annex H attached to this Amendment, which is incorporated by reference herein.

(k) Termination by Parent. Section 7.4(a) of the Original Merger Agreement is hereby amended and restated in its entirety as set forth on Annex I attached to this Amendment, which is incorporated by reference herein.

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