SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* GS CAPITAL PARTNERS V GMBH & CO. KG (Last) (First) (Middle) MESSETURM FRIEDRICH-EBERT ANLAGE 49 (Street) FRANKFURT AM MAIN 2M 60308 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/11/2012	3. Issuer Name and Ticker or Trading Symbol MRC GLOBAL INC. [ MRC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	84,214,026	I	See Footnotes(1)(2)(3)(4)(5)(6)(7)(8)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* GS CAPITAL PARTNERS V GMBH & CO. KG (Last) (First) (Middle) MESSETURM FRIEDRICH-EBERT ANLAGE 49 (Street) FRANKFURT AM MAIN 2M 60308 (City) (State) (Zip)

1. Name and Address of Reporting Person* GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip)

1. Name and Address of Reporting Person* GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip)

1. Name and Address of Reporting Person* GS Capital Partners VI Fund, L.P. (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip)

1. Name and Address of Reporting Person* GS Capital Partners VI GmbH & Co KG (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip)

1. Name and Address of Reporting Person* GS Capital Partners VI Offshore Fund, L.P. (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip)

1. Name and Address of Reporting Person* GS Capital Partners VI Parallel LP (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip)

1. Name and Address of Reporting Person* PVF Holdings LLC (Last) (First) (Middle) 835 HILLCREST DRIVE (Street) CHARLESTON WV 25311 (City) (State) (Zip)

Explanation of Responses:

1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCP V Advisors, L.L.C. ("GSCP V Advisors"), GSCP V Offshore Advisors, L.L.C. ("GSCP V Offshore Advisors"), GS Advisors V, L.L.C. ("GS Advisors V"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GSCP VI Advisors, L.L.C. ("GSCP VI Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore Advisors"), GS Advisors VI, L.L.C. ("GS Advisors VI"), GS Capital Partners V Fund, L.P. ("GS Capital V"), GS Capital Partners V GmbH & Co. KG ("GS Germany V"), GS Capital Partners V Institutional, L.P. ("GS V Institutional") (continued in footnote 2),

2. GS Capital Partners V Offshore Fund, L.P. ("GS V Offshore"), GS Capital Partners VI Fund, L.P. ("GS Capital VI"), GS Capital Partners VI GmbH & Co. KG ("GS Germany VI"), GS Capital Partners VI Offshore Fund, L.P. ("GS VI Offshore"), GS Capital Partners VI Parallel, L.P. ("GS VI Parallel" and, together with GS Capital V, GS Germany V, GS V Institutional, GS V Offshore, GS Capital VI, GS Germany VI and GS VI Offshore, the "Funds") and PVF Holdings LLC ("PVF") (GS Group, Goldman Sachs, GSCP V Advisors, GSCP V Offshore Advisors, GS Advisors V, GS GmbH, GSCP VI Advisors, GSCP VI Offshore Advisors, GS Advisors VI, the Funds and PVF, collectively, the "Reporting Persons").

3. Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

4. The 84,214,026 shares of common stock, par value $0.01 per share ("Common Stock"), of MRC Global Inc. (the "Company") reported herein are beneficially owned directly by PVF. The Funds are members of PVF and own common units of PVF. At this time, the Funds' common units correspond to 51,315,827 shares of Common Stock. The common units of PVF that correspond to the balance of Common Stock owned directly by PVF are held by former shareholders of the Company's predecessor companies, including McJunkin Corporation, Red Man Pipe & Supply Co., and Transmark Fcx Group B.V., as well as certain employees, officers and directors of the Company.

5. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, all of the Common Stock owned directly by PVF through the Funds because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the Funds and (ii) the Funds control PVF and have the power to vote or dispose of the Common Stock owned by PVF. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Funds.

6. GS Capital V and its general partner, GSCP V Advisors, may be deemed to beneficially own indirectly 14,444,455 shares of Common Stock. GS V Offshore and its general partner, GSCP V Offshore Advisors, may be deemed to beneficially own indirectly 7,461,402 shares of Common Stock. GS V Institutional and its general partner, GS Advisors V, may be deemed to beneficially own indirectly 4,953,200 shares of Common Stock. GS Germany V and its general partner, GS GmbH, may be deemed to beneficially own indirectly 572,673 shares of Common Stock. GS Capital VI and its general partner, GSCP VI Advisors, may be deemed to beneficially own indirectly 11,148,876 shares of Common Stock (continued in footnote 7).

7. GS VI Offshore and its general partner, GSCP VI Offshore Advisors, may be deemed to beneficially own indirectly 9,273,241 shares of Common Stock. GS VI Parallel and its general partner, GS Advisors VI, may be deemed to beneficially own indirectly 3,065,749 shares of Common Stock. GS Germany VI and its general partner, GS GmbH, may be deemed to beneficially own indirectly 396,231 shares of Common Stock.

8. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Kevin P. Treanor, Attorney-in-fact	04/11/2012
	/s/ Kevin P. Treanor, Attorney-in-fact	04/11/2012
	/s/ Kevin P. Treanor, Attorney-in-fact	04/11/2012
	/s/ Kevin P. Treanor, Attorney-in-fact	04/11/2012
	/s/ Kevin P. Treanor, Attorney-in-fact	04/11/2012
	/s/ Kevin P. Treanor, Attorney-in-fact	04/11/2012
	/s/ Kevin P. Treanor, Attorney-in-fact	04/11/2012
	/s/ Kevin P. Treanor, Attorney-in-fact	04/11/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                   Designation of Additional Attorney-in-Fact
                   ------------------------------------------

        KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GS CAPITAL PARTNERS V GMBH & CO. KG (the "Company"),
pursuant to that Power of Attorney, dated April 12, 2006 (the "POA"), does
hereby designate Kevin P. Treanor, an employee of The Goldman Sachs Group, Inc.
(the "Firm"), as an additional attorney-in-fact, with the same authority to act
as provided to the undersigned and the other attorneys-in-fact named in the POA.

        This Designation of Additional Attorney-in-Fact (this "Designation")
shall not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company or the Firm, or until such time as the
person or persons to whom power of attorney has been hereby granted cease(s) to
be an employee of the Firm or one of its affiliates.

        IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of April 2, 2012.


-------------------------
Yvette Kosic
Attorney-in-Fact

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V GMBH & CO. KG
(the  "Company")  does hereby  make,  constitute  and  appoint  each of Roger S.
Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J. Rector,
Michael T.  Seeley,  and Stephen  Wong,  (and any other  employee of The Goldman
Sachs Group,  Inc. or one of its affiliates  designated in writing by one of the
attorneys-in-fact),  acting  individually,  its true  and  lawful  attorney,  to
execute and  deliver in it name and on its behalf  whether the Company is acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of April 12, 2006.

GS CAPITAL  PARTNERS V GMBH & CO. KG
By: GS Advisors  V,  L.L.C.,  its  Managing Limited Partner

By:/s/ Adrian M. Jones
-----------------------------------
Name:  Adrian M. Jones
Title: Managing Director

                   Designation of Additional Attorney-in-Fact
                   ------------------------------------------

        KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. (the "Company"),
pursuant to that Power of Attorney, dated April 12, 2006 (the "POA"), does
hereby designate Kevin P. Treanor, an employee of The Goldman Sachs Group, Inc.
(the "Firm"), as an additional attorney-in-fact, with the same authority to act
as provided to the undersigned and the other attorneys-in-fact named in the POA.

        This Designation of Additional Attorney-in-Fact (this "Designation")
shall not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company or the Firm, or until such time as the
person or persons to whom power of attorney has been hereby granted cease(s) to
be an employee of the Firm or one of its affiliates.

        IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of April 2, 2012.

/s/ Yvette Kosic
-------------------------
Yvette Kosic
Attorney-in-Fact

                   Designation of Additional Attorney-in-Fact
                   ------------------------------------------

        KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. (the "Company"),
pursuant to that Power of Attorney, dated April 12, 2006 (the "POA"), does
hereby designate Kevin P. Treanor, an employee of The Goldman Sachs Group, Inc.
(the "Firm"), as an additional attorney-in-fact, with the same authority to act
as provided to the undersigned and the other attorneys-in-fact named in the POA.

        This Designation of Additional Attorney-in-Fact (this "Designation")
shall not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company or the Firm, or until such time as the
person or persons to whom power of attorney has been hereby granted cease(s) to
be an employee of the Firm or one of its affiliates.

        IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of April 2, 2012.

/s/ Yvette Kosic
-------------------------
Yvette Kosic
Attorney-in-Fact

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL  PARTNERS VI FUND,  L.P.
(the  "Company")  does hereby  make,  constitute  and  appoint  each of Bruce A.
Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish,  Michael T. Seeley,
and Kevin P. Treanor,  (and any other employee of The Goldman Sachs Group,  Inc.
or one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually,  its true and lawful attorney, to execute and deliver in it
name  and on its  behalf  whether  the  Company  is  acting  individually  or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially  owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the  premises as fully and to all intents and  purposes as the Company
might or could do if personally  present by one of its  authorized  signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of April 1, 2008.

GS CAPITAL PARTNERS VI FUND, L.P.,
By: GSCP VI Advisors, L.L.C., its general partner

By:/s/ Christine Vollertsen
-----------------------------------
Name:  Christine Vollertsen
Title: Vice President

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS that GS CAPITAL  PARTNERS VI GmbH & CO.
KG (the  "Company")  does hereby make,  constitute  and appoint each of Bruce A.
Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish,  Michael T. Seeley,
and Kevin P. Treanor,  (and any other employee of The Goldman Sachs Group,  Inc.
or one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually,  its true and lawful attorney, to execute and deliver in it
name  and on its  behalf  whether  the  Company  is  acting  individually  or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially  owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the  premises as fully and to all intents and  purposes as the Company
might or could do if personally  present by one of its  authorized  signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of April 1, 2008.

GS CAPITAL PARTNERS VI GmbH & CO. KG
By:  GS Advisors VI, L.L.C., its managing limited partner

By:/s/ Christine Vollertsen
-----------------------------------
Name:  Christine Vollertsen
Title: Vice President

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS BY THESE  PRESENTS  that GS CAPITAL  PARTNERS VI OFFSHORE
FUND,  L.P. (the  "Company")  does hereby make,  constitute  and appoint each of
Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T.
Seeley,  and Kevin P.  Treanor,  (and any other  employee of The  Goldman  Sachs
Group,  Inc.  or one of  its  affiliates  designated  in  writing  by one of the
attorneys-in-fact),  acting  individually,  its true  and  lawful  attorney,  to
execute and  deliver in it name and on its behalf  whether the Company is acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of April 1, 2008.

GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.,
By: GSCP VI Offshore Advisors, L.L.C., its general partner

By: /s/ Christine Vollertsen
-----------------------------------
Name:   Christine Vollertsen
Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS  that GS CAPITAL  PARTNERS VI PARALLEL,
L.P. (the "Company")  does hereby make,  constitute and appoint each of Bruce A.
Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish,  Michael T. Seeley,
and Kevin P. Treanor,  (and any other employee of The Goldman Sachs Group,  Inc.
or one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually,  its true and lawful attorney, to execute and deliver in it
name  and on its  behalf  whether  the  Company  is  acting  individually  or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially  owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the  premises as fully and to all intents and  purposes as the Company
might or could do if personally  present by one of its  authorized  signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of April 1, 2008.

GS CAPITAL PARTNERS VI PARALLEL, L.P.
BY:  GS Advisors VI, L.L.C., its general partner

By:/s/ Christine Vollertsen
-----------------------------------
Name:  Christine Vollertsen
Title: Vice President

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS  that PVF HOLDINGS LLC (the  "Company")
does hereby make,  constitute and appoint each of Bruce A. Albert, Andrea DeMar,
Yvette Kosic, Kevin P. Treanor,  Michael T. Seeley, and Anthony DeRose, (and any
other  employee  of The  Goldman  Sachs  Group,  Inc.  or one of its  affiliates
designated in writing by one of the attorneys-in-fact), acting individually, its
true and lawful  attorney,  to execute and deliver in its name and on its behalf
whether the Company is acting  individually or as representative of others,  any
and all filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended,  the "Act"),  with respect to securities  which may be
deemed  to be  beneficially  owned by the  Company  under  the Act,  giving  and
granting  unto each said  attorney-in-fact  power  and  authority  to act in the
premises as fully and to all intents and purposes as the Company  might or could
do if personally present by one of its authorized signatories,  hereby ratifying
and confirming all that said  attorney-in-fact  shall lawfully do or cause to be
done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of September 23, 2008.

PVF HOLDINGS LLC

By: /s/ Stephen W. Lake
------------------------------
Name: Stephen W. Lake
Title: Senior Vice President, General Counsel and Corporate Secretary

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS BY THESE  PRESENTS  that GS  CAPITAL  PARTNERS V OFFSHORE
FUND,  L.P. (the  "Company")  does hereby make,  constitute  and appoint each of
Roger S. Begelman,  Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke,  Felicia
J. Rector,  Michael T. Seeley,  and Stephen Wong, (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates  designated in writing by one
of the attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and  deliver in it name and on its behalf  whether the Company is acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of April 12, 2006.

GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By: GSCP V Offshore Advisors, L.L.C., its General Partner

By:/s/ Adrian M. Jones
-----------------------------------
Name:  Adrian M. Jones
Title: Managing Director

                                POWER OF ATTORNEY

     KNOW  ALL   PERSONS  BY  THESE   PRESENTS   that  GS  CAPITAL   PARTNERS  V
INSTITUTIONAL,  L.P. (the  "Company")  does hereby make,  constitute and appoint
each of Roger S. Begelman,  Yvette Kosic,  Andrea Louro DeMar, John M. O'Rourke,
Felicia J. Rector,  Michael T. Seeley, and Stephen Wong, (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates  designated in writing
by one of the  attorneys-in-fact),  acting  individually,  its true  and  lawful
attorney,  to  execute  and  deliver in it name and on its  behalf  whether  the
Company is acting  individually  or as  representative  of  others,  any and all
filings required to be made by the Company under the Securities  Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be  beneficially  owned by the Company  under the Act,  giving and granting unto
each said  attorney-in-fact  power and authority to act in the premises as fully
and to all intents and purposes as the Company  might or could do if  personally
present by one of its authorized  signatories,  hereby  ratifying and confirming
all that said  attorney-in-fact  shall lawfully do or cause to be done by virtue
hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of April 12, 2006.

GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
By: GS Advisors V, L.L.C., its General Partner

By:/s/ Adrian M. Jones
-----------------------------------
Name:  Adrian M. Jones
Title: Managing Director