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KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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action that  requires  under MGCL a vote of more than a majority of shares shall
be  valid if  authorized  by a  majority  of the  total  shares  of all  classes
outstanding and entitled to vote thereon.

         WellTech.  DGCL generally  requires the affirmative vote of the holders
of a majority of the outstanding  shares  entitled to vote thereon.  It provides
for any class or series of stock to vote as a class for the  proposed  amendment
if the amendment  would increase or decrease the number of authorized  shares or
change the number or par value of the aggregate  authorized shares of a class or
series, unless the charter provides otherwise and also provides for class voting
if the amendment would alter or modify the powers, preferences or special rights
of the shares of such class to affect such class adversely.

By-Law Amendments

         Key.  Under MGCL,  the power to adopt,  alter and repeal by-laws of the
corporation  is vested in the  stockholders,  unless the  charter or the by-laws
provide otherwise. The Key By-Laws grant the power to amend such By-Laws to both
the stockholders and the Board of Directors.

         WellTech.  DGCL  provides  that the  by-laws  of a  corporation  may be
amended by the vote of a majority  of the Board of  Directors  if so provided in
the charter. WellTech Charter and By-Laws permit the Board of Directors to amend
the By-Laws by a majority vote. The Board of Directors authority to adopt, amend
or repeal  the  by-laws of a  corporation  does not divest or limit the power of
stockholders to adopt,  amend or repeal  by-laws.  Any amendment by the Board of
Directors to the by-laws may be subsequently  changed by the affirmative vote of
holders of a majority of the shares entitled to vote thereon.

Voting Rights

         Both  DGCL  and MGCL  provide  that,  unless  otherwise  provided  in a
corporation's  charter,  each share of stock is  entitled  to one vote.  The Key
Articles  prohibit the Board of Directors  from creating any class of stock that
will have more than one vote per share.  MGCL also limits  certain voting rights
of "control shares" held by persons who, directly or indirectly,  have the power
to exercise (i) one-fifth or more,  but less than  one-third,  (ii) one-third or
more, but less than a majority,  or (iii) a majority or more of all voting power
in the election of directors. Under the Key By-Laws, Key is not subject to these
restrictions. There is no similar limitation under DGCL.

Preemptive Rights

         Unless  otherwise  provided  in the  charter,  DGCL  does not grant any
preemptive  rights to the  stockholders.  The  WellTech  Charter  does not grant
preemptive  rights.  MGCL  provided  preemptive  rights with respect to charters
filed  before  October 1, 1995  unless the  charter  stated  otherwise.  The Key