AMENDMENT TO MCJUNKIN RED MAN HOLDING CORPORATION RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.24.2

AMENDMENT TO
XXXXXXXX RED MAN HOLDING CORPORATION
RESTRICTED STOCK AWARD AGREEMENT

     THIS AGREEMENT (this “Agreement”), is made effective as of June 1, 2009, by and among XxXxxxxx Red Man Holding Corporation, a Delaware corporation (the “Company”), PVF Holdings LLC, a Delaware limited liability company and Xxxxxx Xxxx (the “Participant”).

     WHEREAS, on February 24, 2009, the Participant was granted 50,000 shares of restricted common stock of the Corporation pursuant to the Restricted Stock Award Agreement entered into by and between the Company, PVF Holdings LLC and the Participant, dated as of February 24, 2009 (the “Restricted Stock Agreement”); and

     WHEREAS, the Company, PVF Holdings LLC and the Participant desire to amend the Restricted Stock Agreement to permit the Participant to transfer such restricted common stock to Andy & Xxxxx Xxxx Family, L.P., a Texas limited partnership.

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

1. Permitted Transfers. The provisions of Section 2 of the Restricted Stock Agreement are hereby deleted in their entirety and replaced with the following new Section 2.

2. Restrictions on Transfer. The shares of Restricted Stock issued under this Agreement may not be sold, transferred, assigned or otherwise disposed of, may not be pledged or otherwise hypothecated, and shall be subject to the terms of the Stockholders Agreement. Notwithstanding the foregoing, the Participant may transfer the Award, in whole or in part, to Andy & Xxxxx Xxxx Family, L.P., on terms and conditions satisfactory to the Company.

3. Confirmation of Restricted Stock Agreement. In all other respects the Restricted Stock Agreement shall remain in effect and is 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
		PARTICIPANT
		By:		/s/ Xxxxxx Xxxx
				Name: Xxxxxx Xxxx