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AMENDED AND RESTATED
SECURITY AGREEMENT
 BETWEEN
 PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT CORPORATION
PRIME OPERATING COMPANY
EASTERN OIL WELL SERVICE COMPANY
SOUTHWEST OILFIELD CONSTRUCTION COMPANY
EOWS MIDLAND COMPANY
 (DEBTOR)
 AND
 GUARANTY BANK, FSB, AS

AGENT (SECURED PARTY)
 DECEMBER 28, 2006




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS AND INTERPRETATION
    
    
    11.1          Terms Defined Above
    
    
    11.2          Terms Defined in Credit Agreement
    
    
    11.3          Additional Defined Terms
    
    
    11.4          Undefined Financial Accounting Terms
    
    
    31.5          References
    
    
    41.6          Articles and Sections
    
    
    41.7          Number and Gender
    
    
    4ARTICLE II GRANT OF SECURITY INTEREST
    
    
    4ARTICLE III REPRESENTATIONS AND WARRANTIES
    
    
    53.1          Validity, Perfection and Priority
    
    
    53.2          No Liens; Other Financing Statements
    
    
    53.3          Location of Debtor and Collateral
    
    
    53.4          Accounts
    
    
    53.5          Tradenames; Prior Names
    
    
    5ARTICLE IV COVENANTS
    
    
    64.1          Further Assurances
    
    
    64.2          Change of Chief Executive Office
    
    
    64.3          Change of Name or Corporate Structure
    
    
    74.4          Maintain Records and Accounts
    
    
    74.5          Right of Inspection
    
    
    74.6          Possession of Collateral
    
    
    74.7          Financing Statement Filings; Notifications
    
    
    7ARTICLE V ACCOUNTS
    
    
    85.1          Debtor Remains Liable under Accounts
    
    
    85.2          Collections on Accounts
    
    
    8ARTICLE VI POWER OF ATTORNEY
    
    
    86.1          Appointment as Attorney-in-Fact
    
    
    86.2          No Duty on the Part of Secured Party
    
    
    10ARTICLE VII REMEDIES; RIGHTS UPON DEFAULT
    
    
    107.1          Rights and Remedies Generally
    
    
    107.2          Proceeds
    
    
    107.3          Collection of Accounts
    
    
    107.4          Disposition of Collateral
    
    
    117.5          Debtors Accounts
    
    
    117.6          Possession of Collateral
    
    
    11
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Page7.7          Disposition of the Collateral
    
    
    127.8          Recourse
    
    
    127.9          Expenses; Attorneys Fees
    
    
    127.10         Application of Proceeds
    
    
    137.11         Limitation on Duties Regarding Preservation of Collateral
    
    
    137.12         Waiver of Claims
    
    
    137.13         Discontinuance of Proceedings
    
    
    14ARTICLE VIII INDEMNITY
    
    
    148.1          INDEMNITY
    
    
    148.2          Indemnity Obligations Secured by Collateral; Survival
    
    
    15ARTICLE IX MISCELLANEOUS
    
    
    159.1          No Waiver; Remedies Cumulative
    
    
    159.2          Termination; Release
    
    
    169.3          Counterparts
    
    
    169.4          Marshalling
    
    
    169.5          Severability
    
    
    169.6          Financing Statement Filing
    
    
    169.7          Notices and Other Communications
    
    
    169.8          Parties in Interest
    
    
    169.9          Amendments
    
    
    169.10         ENTIRE AGREEMENT
    
    
    179.11         GOVERNING LAW
    
    
    179.12         JURISDICTION AND VENUE
    
    
    17
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AMENDED AND RESTATED  SECURITY AGREEMENT
 AMENDED AND RESTATED SECURITY AGREEMENT Agreement PRIMEENERGY CORPORATION, PEC PRIMEENERGY MANAGEMENT CORPORATION, PRIME OPERATING
COMPANY, EASTERN OIL WELL SERVICE COMPANY, SOUTHWEST OILFIELD CONSTRUCTION COMPANY, EOWS
MIDLAND COMPANY, Debtor GUARANTY
BANK, FSB, Secured
Party
 W I T
N E S S E T H:
 Credit Agreement
    ARTICLE I
 DEFINITIONS AND INTERPRETATION
 Terms Defined Above Agreement, Credit Agreement Debtor, Secured
Party
 Terms Defined in Credit Agreement
 Additional Defined Terms




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Accounts
 Account Debtor
 Account Records
 Chattel Paper
 Collateral
 Commodity Hedge Agreement
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General Intangibles
 Indemnitees
 Proceeds
 Rate Management Transaction
 Secured Obligations
 UCC
 Undefined Financial Accounting Terms
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References
 Articles and Sections
 Number and Gender
 ARTICLE II
 GRANT OF SECURITY INTEREST
 Collateral
 (a)
    
    all Accounts;(b)
    
    all Account Records;(c)
    
    all Chattel Paper;(d)
    
    all General Intangibles;(e)
    
    all Commodity Hedge Agreements;(f)
    
    all Rate Management Transactions; and(g)
    
    all accessions and additions to any or all of the foregoing, all
substitutions and replacements for any or all of the foregoing,
and all Proceeds and products of any or all of the foregoing.
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ARTICLE III
 REPRESENTATIONS AND WARRANTIES
  Validity, Perfection and Priority
 No Liens; Other Financing Statements
  Location of Debtor and Collateral
 Accounts
  Tradenames; Prior Names
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ARTICLE IV
 COVENANTS
  Further Assurances
    Change of Chief Executive Office
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Change of Name or Corporate Structure
 Maintain Records and Accounts
 Right of Inspection
 Possession of Collateral
 Financing Statement Filings; Notifications
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ARTICLE V
 ACCOUNTS
 Debtor Remains Liable under Accounts
 Collections on Accounts
 ARTICLE VI
 POWER OF ATTORNEY
 Appointment as Attorney-in-Fact
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No Duty on the Part of Secured Party
 ARTICLE VII
 REMEDIES; RIGHTS UPON DEFAULT
 Rights and Remedies Generally
 Proceeds
 Collection of Accounts
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Disposition of Collateral
   Debtors Accounts
 Possession of Collateral
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Disposition of the Collateral
 Recourse
 Expenses; Attorneys Fees
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Application of Proceeds
 (a)
    
    first,to payment or reimbursement of that portion
of the Obligations constituting fees, expenses and indemnities payable
to the Agent in its capacity as such;(b)
    
    second,pro rata to payment or reimbursement of that
portion of the Obligations constituting fees, expenses and indemnities
payable to the Lenders;(c)
    
    third,pro rata to payment of accrued interest on the Loans;(d)
    
    fourth,pro rata to payment of principal
outstanding on the Loans and Obligations owed to any Lender or
affiliate of any Lender under any Commodity Hedge Agreement or Rate
Management Transaction;(e)
    
    fifth,pro rata to any other Obligations;(f)
    
    sixth,to serve as cash collateral to be held by
the Agent to secure the LC Exposure; and(g)
    
    seventh,any excess, after all of the Obligations
shall have been indefeasibly paid in full in cash, shall be paid to
the Borrower or as otherwise required by any Governmental Authority.
 Limitation on Duties Regarding Preservation of Collateral
 Waiver of Claims
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Discontinuance of Proceedings
 ARTICLE VIII
 INDEMNITY
 INDEMNITY. DEBTOR AGREES TO INDEMNIFY, REIMBURSE, AND HOLD THE
INDEMNITEES HARMLESS FROM ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, CLAIMS, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS
(INCLUDING REASONABLE ATTORNEYS FEES AND EXPENSES) (FOR THE PURPOSES OF THIS SECTION
ALL OF THE FOREGOING ARE COLLECTIVELY CALLED EXPENSES) OF WHATSOEVER KIND OR NATURE
WHICH MAY BE IMPOSED ON, ASSERTED AGAINST, OR INCURRED BY ANY OF SUCH INDEMNITEES IN ANY
WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE DOCUMENTS EXECUTED IN CONNECTION
HEREWITH OR IN ANY OTHER WAY CONNECTED WITH THE ADMINISTRATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THE ENFORCEMENT OF ANY OF THE TERMS OF OR THE PRESERVATION OF ANY
RIGHTS HEREUNDER, INCLUDING, WITHOUT LIMITATION, THOSE ARISING FROM THE NEGLIGENCE,
WHETHER SOLE OR CONCURRENT, OF ANY INDEMNITEE; PROVIDED THAT NO SUCH INDEMNITEE SHALL BE
INDEMNIFIED PURSUANT TO THIS SECTION FOR EXPENSES TO THE EXTENT ARISING FROM THE GROSS
NEGLIGENCE OF SUCH INDEMNITEE.
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Indemnity Obligations Secured by Collateral; Survival
 ARTICLE IX
 MISCELLANEOUS
 No Waiver; Remedies Cumulative
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Termination; Release
 Counterparts
 Marshalling
 Severability
 Financing Statement Filing
 Notices and Other Communications
 Parties in Interest
 Amendments
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ENTIRE AGREEMENT . THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF AND SHALL SUPERSEDE ANY
PRIOR AGREEMENTS, WHETHER WRITTEN OR ORAL, BETWEEN THE PARTIES HERETO RELATING TO THE
SUBJECT HEREOF. FURTHERMORE, IN THIS REGARD, THIS AGREEMENT AND THE OTHER WRITTEN LOAN
DOCUMENTS REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OF SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG SUCH PARTIES.
 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (WITHOUT GIVING EFFECT TO PRINCIPLES
THEREOF RELATING TO CONFLICTS OF LAWS).
 JURISDICTION AND VENUE . ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO,
ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT TO WHICH ANY DEBTOR IS A PARTY MAY BE LITIGATED, AT
THE SOLE DISCRETION AND ELECTION OF THE SECURED PARTY, IN COURTS HAVING SITUS IN
HOUSTON, HARRIS COUNTY, TEXAS. DEBTOR HEREBY SUBMITS TO THE JURISDICTION OF ANY LOCAL,
STATE, OR FEDERAL COURT LOCATED IN HOUSTON, HARRIS COUNTY, TEXAS, AND HEREBY WAIVES ANY
RIGHTS IT MAY HAVE TO TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION
BROUGHT AGAINST IT BY THE SECURED PARTY IN ACCORDANCE WITH THIS SECTION.
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IN WITNESS WHEREOF,
 DEBTOR:PRIMEENERGY CORPORATIONPRIMEENERGY MANAGEMENTCORPORATION, PRIME OPERATINGCOMPANY, EASTERN OIL WELL SERVICECOMPANY, SOUTHWEST OIL FIELDCONSTRUCTION COMPANYEOWS MIDLAND COMPANY
 By:
    
    /s/ Beverly A. Cummings

Beverly A. CummingsExecutive Vice President, Treasurer, andChief Financial Officer
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SECURED PARTY:GUARANTY BANK, FSB,as Agent
 By:
    
    /s/ David M. Butler

David M. ButlerVice President
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EXHIBIT A
 Section 3.1:
    
    FILING LOCATIONSSecretary of State of DelawareSecretary of State of New YorkSecretary of State of TexasSecretary of State of West VirginiaCounty Clerk of Oklahoma County, Oklahoma
 A-i