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AMENDED AND RESTATED SECURITY AGREEMENT
(Membership Pledge)
 BY
 PRIMEENERGY CORPORATION
 IN FAVOR OF
 GUARANTY BANK, FSB, as Agent
 December 28, 2006
 
 CREDIT FACILITY TO PRIMEENERGY CORPORATION
PRIMEENERGY MANAGEMENT CORPORATION
PRIME OPERATING COMPANY
EASTERN OIL WELL SERVICE COMPANY
SOUTHWEST OILFIELD CONSTRUCTION COMPANY
EOWS MIDLAND COMPANY




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TABLE OF CONTENTS
 PageARTICLE 1 DEFINITIONS AND INTERPRETATION
    
    
    11.1
    
    
    Terms Defined Above
    
    
    11.2
    
    
    Terms Defined in Credit Agreement
    
    
    11.3
    
    
    Additional Defined Terms
    
    
    21.4
    
    
    Undefined Financial Accounting Terms
    
    
    21.5
    
    
    Terms Defined in Texas Business and Commerce Code
    
    
    21.6
    
    
    References
    
    
    21.7
    
    
    Articles and Sections
    
    
    21.8
    
    
    Number and Gender
    
    
    2ARTICLE 2 SECURITY INTEREST
    
    
    32.1
    
    
    Grant of Security Interest in Collateral
    
    
    32.2
    
    
    Delivery of Collateral
    
    
    32.3
    
    
    Power of Attorney
    
    
    3ARTICLE 3 REPRESENTATIONS AND WARRANTIES
    
    
    43.1
    
    
    Status of Collateral
    
    
    43.2
    
    
    No Material Misstatements
    
    
    43.3
    
    
    Ownership and Liens
    
    
    4ARTICLE 4 COVENANTS AND AGREEMENTS
    
    
    54.1
    
    
    Payment of Assessments and Charges
    
    
    54.2
    
    
    Delivery of Collateral
    
    
    54.3
    
    
    Further Assurances
    
    
    54.4
    
    
    Prohibited Liens and Filings
    
    
    5ARTICLE 5 RIGHTS AND REMEDIES
    
    
    55.1
    
    
    Remedies Upon Default
    
    
    55.2
    
    
    Voting Rights, Dividends, Etc. Prior to Default
    
    
    65.3
    
    
    Voting Rights, Dividends, Etc. After Default
    
    
    75.4
    
    
    Proceeds
    
    
    75.5
    
    
    Agent Duties
    
    
    85.6
    
    
    The Agents Actions
    
    
    8ARTICLE 6 MISCELLANEOUS
    
    
    86.1
    
    
    Transfer of Obligations and Collateral
    
    
    86.2
    
    
    Cumulative Security
    
    
    96.3
    
    
    Continuing Agreement
    
    
    96.4
    
    
    Cumulative Rights
    
    
    96.5
    
    
    Exercise of Rights
    
    
    96.6
    
    
    Remedy and Waiver
    
    
    96.7
    
    
    Non-Judicial Remedies
    
    
    96.8
    
    
    Preservation of Liability
    
    
    10
 - i -




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Page6.9
    
    
    Notices and Other Communications
    
    
    106.10
    
    
    Parties in Interest
    
    
    106.11
    
    
    Amendment and Waiver
    
    
    106.12
    
    
    Invalidity
    
    
    106.13
    
    
    Governing Law
    
    
    116.14
    
    
    Jurisdiction and Venue
    
    
    116.15
    
    
    Waiver of Rights to Jury Trial
    
    
    116.16
    
    
    Entire Agreement
    
    
    116.17
    
    
    Counterparts
    
    
    11
 - ii -




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AMENDED AND RESTATED SECURITY AGREEMENT
(MEMBERSHIP PLEDGE)
 THIS AMENDED AND RESTATED SECURITY AGREEMENT Security
Agreement PRIMEENERGY CORPORATION, Pledgor GUARANTY BANK, FSB, Agent
 W I T N E S S E T H:
 Credit Agreement
 Securities
    ARTICLE 1  DEFINITIONS AND INTERPRETATION
 Terms Defined Above. Agent Credit Agreement Pledgor Security Agreement Securities
 Terms Defined in Credit Agreement




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Additional Defined Terms
 Collateral
 Event of Default
 Undefined Financial Accounting Terms
 Terms Defined in Texas Business and Commerce Code
 References
 Articles and Sections
 Number and Gender
 - 2 -




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ARTICLE 2  SECURITY INTEREST
 Grant of Security Interest in Collateral
 Delivery of Collateral
 Power of Attorney
     - 3 -




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ARTICLE 3  REPRESENTATIONS AND WARRANTIES
  Status of Collateral
 No Material Misstatements
 Ownership and Liens
 - 4 -




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ARTICLE 4  COVENANTS AND AGREEMENTS
  Payment of Assessments and Charges
 Delivery of Collateral
 Further Assurances
 Prohibited Liens and Filings
 ARTICLE 5  RIGHTS AND REMEDIES
 Remedies Upon Default
  - 5 -




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Voting Rights, Dividends, Etc. Prior to Default
   (1)
    
    dividends paid or payable other than in cash and all
instruments and other Property received, receivable, or otherwise
distributed in respect of or in exchange for any Collateral,(2)
    
    dividends and other distributions paid or payable in cash in
respect of any Collateral in connection with a partial or total liquidation
or dissolution or in connection with a reduction of capital, capital
surplus or paid-in surplus, and
 - 6 -




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Voting Rights, Dividends, Etc. After Default.
   Proceeds.
 first,
 second,
 third,
 fourth,
 - 7 -




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fifth,
 sixth,
 seventh,
 Agent Duties.
 The Agents Actions.
 ARTICLE 6  MISCELLANEOUS
 Transfer of Obligations and Collateral.
 - 8 -




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Cumulative Security.
 Continuing Agreement.
 Cumulative Rights.
 Exercise of Rights.
 Remedy and Waiver.
 Non-Judicial Remedies.
 - 9 -




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Preservation of Liability.
 Notices and Other Communications.
  
  
  Parties in Interest.
 Amendment and Waiver.
 Invalidity.
 - 10 -




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Governing Law This Security Agreement shall be deemed to be a
contract made under and shall be construed in accordance with and governed by the laws of
the State of Texas without giving effect to principles thereof relating to conflicts of law,
provided, however, that Vernons Texas Civil Statutes, Article 5069, Chapter 15
(which regulates certain revolving credit loan accounts and revolving tri-party accounts) shall
not apply.
 Jurisdiction and Venue All actions or proceedings with respect to,
arising directly or indirectly in connection with, out of, related to, or from this
Security Agreement or any other Loan Document to which the Pledgor is a party
may be litigated, at the sole discretion and election of the agent, in courts having situs in
Houston, Harris County, Texas. The Pledgor 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
agent in accordance with this section.
 Waiver of Rights to Jury Trial The Pledgor and the Agent hereby
knowingly, voluntarily, intentionally, irrevocably, and unconditionally waive all rights to
trial by jury in any action, suit, proceeding, counterclaim, or other litigation that relates to
or arises out of any of this security agreement or any other loan document or the acts or
omissions of the agent in the enforcement of any of the terms or provisions of this Security
Agreement or any other loan document or otherwise with respect thereto. The provisions of this
Section are a material inducement for the Agent entering into the Credit Agreement.
 Entire Agreement This Security 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 Security 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.
 Counterparts
  - 11 -




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PLEDGOR:PRIMEENERGY CORPORATIONBy:

/s/
Beverly A. CummingsBeverly A. CummingsExecutive Vice President, Treasurer, and
Chief Financial Officer - 12 -




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AGENT AND LENDER:GUARANTY BANK, FSBBy:

/s/
David M. ButlerDavid M. ButlerVice President - 13 -




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SCHEDULE I
 Class of
    
    Membership
    
    Number ofIssuer
    
    Stock
    
    Certificate No.
    
    SharesPrime Offshore L.L.C.
    
    Common shares
    
    1
    
    7,745,032