our ability to realize the synergies from our acquisition of Giant Industries, Inc., or Giant

               This Amendment No. 1 to Employment Agreement (the “Amendment”) is effective December 31, 2008 (the “Effective Date”) by and between Western Refining GP, LLC (“Western”) and Mark Smith (“Executive”) and confirms the following Amendment No. 1 to Employment Agreement:

1.

The following paragraph shall be added to the end of the “Change in Control” definition set forth under Section 1.1:

               Notwithstanding any other provision set forth in the Agreement, for purposes of any amount or award that is subject to Code Section 409A, a “Change in Control” as defined above will not be treated as a change in control unless it also is a change in control as defined in the regulations issued under Code Section 409A.

2.

Except as expressly modified by this Amendment, the terms and conditions of the Agreement remain in full force and effect.

		WESTERN REFINING GP, LLC
		By:		/s/ Paul L. Foster
		Name:		Paul L. Foster
		Title:		Chief Executive Officer
		EXECUTIVE
		By:		/s/ Mark Smith
		Name:		Mark Smith
		Title:		President — Refining and
				Marketing