1 EXHIBIT 99.2 STOCKHOLDER AGREEMENT May 14, 1997 Dreco Energy Services Ltd. #1340 Weber Centre 5555 Calgary Trail South Edmonton, Alberta, Canada T6H 5P9 Attention: President Reference is made to the Combination Agreement by and between National-Oilwell, Inc. ("NOI") and Dreco Energy Services Ltd. ("Dreco") dated as of May 14, 1997 (the "Agreement") and the other transactions, including, without limitation, the restatement of NOI's charter, contemplated by the Agreement (the "Contemplated Transactions"), providing for the combination of NOI and Dreco. As an inducement to, and in consideration of, Dreco's entering into the Agreement, the undersigned covenants and agrees as follows: (i) At any meeting of the stockholders of NOI at which either the approval of the Agreement or of the Contemplated Transactions or both are to be voted upon, the undersigned will vote any voting securities of NOI over which the undersigned has voting authority in favor of the approval of the Agreement of the Contemplated Transactions unless the Board of Directors of NOI is recommending, at the time of such meeting, that stockholders of NOI vote against such approval. (ii) Until the Closing (as defined in the Agreement) or the termination of the Agreement, the undersigned will not sell, contract to sell or otherwise dispose of any voting securities of NOI over which the undersigned has dispositive authority. Very Truly Yours, DPI Oil Service Partners Limited Partnership By Inverness/Phoenix L.L.C., its general partner By: /s/ W. McComb Dunwoody Name: W. McComb Dunwoody Title: President DPI Partners II By Inverness/Phoenix L.L.C., its general partner By: /s/ W. McComb Dunwoody Name: W. McComb Dunwoody Title: President