SECOND AMENDMENT TO MCJUNKIN RED MAN HOLDING CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.23.3

SECOND AMENDMENT TO
XXXXXXXX RED MAN HOLDING CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT

     THIS AGREEMENT (this “Agreement”), is made effective as of September 10, 2009, by and among XxXxxxxx Red Man Holding Corporation, a Delaware corporation (the “Company”), PVF Holdings LLC, a Delaware limited liability company, and Andy & Xxxxx Xxxx Family, L.P., a Texas limited partnership (the “Holder”).

     WHEREAS, on September 10, 0000, Xxxxxx Xxxx was granted options to purchase 3,517.8582 shares of common stock of the Company, with an exercise price of $8,812.18 per share (the “Stock Option”), pursuant to the Nonqualified Stock Option Agreement entered into by and between the Company, PVF Holdings LLC and Xxxxxx Xxxx, dated as of September 10, 2008 (the “Stock Option Agreement”);

     WHEREAS, in connection with the 500 for 1 stock split effected by the Company on October 16, 2008, the Stock Option was adjusted to reflect an option to purchase of 1,758,929 shares of common stock of the Company, with an exercise price of $17.63;

     WHEREAS, on June 1, 2009, the Stock Option Agreement was amended to permit Xxxxxx Xxxx to transfer the options to the Holder (the “First Amendment”);

     WHEREAS, on June 1, 0000, Xxxxxx Xxxx transferred the Stock Option to the Holder in accordance with the First Amendment; and

     WHEREAS, the parties now desire to further amend the Stock Option Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1.		Option Price. The Option Price shall hereby be reduced from $17.63 to $12.50, which the Company and the Holder agree is not less than the Fair Market Value of the Company’s common stock as of the date of this Agreement.
2.		Confirmation of Stock Option Agreement and First Amendment. In all other respects the Stock Option Agreement and the First Amendment shall remain in effect and are hereby confirmed by the parties.

[signature page follows]

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as of the date hereof.

		XXXXXXXX RED MAN HOLDING CORPORATION
		By:		/s/ Xxxxxxx X. Lake
		Name: Xxxxxxx X. Lake
		Title: Executive Vice-President, General
		Counsel and Corporate Secretary
		PVF HOLDINGS LLC
		By:		/s/ Xxxxxxx X. Lake
		Name: Xxxxxxx X. Lake
		Title: Executive Vice-President, General
		Counsel and Corporate Secretary
		ANDY & XXXXX XXXX FAMILY, L.P.
		By: Andy & Xxxxx Xxxx Management GP, L.L.C.
		its general partner
		By:		/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Manager