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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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Articles,  both prior and  subsequent to the Key Charter  Amendment,  allow only
such preemptive  rights as the Key Board of Directors,  in its sole  discretion,
may authorize. At this time, the Key Board has not authorized any such rights.


Transferability of Shares

         Neither  the  Key  Articles  nor  the  WellTech   Charter   limits  the
transferability of any shares of stock.

Special Meetings

         Key. MGCL permits a special meeting of stockholders to be called by the
President, the Board of Directors, by holders of at least 25% of shares entitled
to vote or any other person specified in the charter or by-laws. The Key By-Laws
permit a special  meeting of  stockholders  to be called by the  Chairman of the
Board,  the  President,  a majority of the Board of  Directors or upon a written
request of at least 25% of all votes  entitled to be cast.  Unless  requested by
stockholders  entitled to cast a majority of all votes,  a special  meeting need
not be called to consider any matter which is substantially the same as a matter
voted on at any special meeting during the previous 12 months.

         WellTech.  Under DGCL, a special meeting of stockholders  may be called
by the  Board of  Directors  or such  other  persons  as are  authorized  by the
certificate of  incorporation  or by-laws.  The WellTech  By-Laws  authorize the
Board of Directors or the holders of at least 1/10th of all  outstanding  shares
of stock entitled to vote to call a special meeting.

Corporate Action Without A Meeting

         Key.  Under MGCL,  any action to be taken at a meeting of  stockholders
may be taken without a meeting if a unanimous  written consent is signed by each
stockholder  entitled to vote on the matter.  The Key By-Laws  permit  corporate
action without a meeting of  stockholders  in accordance with the parameters set
forth in MGCL.

         WellTech.  Unless  otherwise  provided for in charter or by-laws,  DGCL
permits corporate action without a stockholders'  meeting,  without prior notice
and without a vote of stockholders,  upon receipt of the written consent of that
number of shares that would be  necessary to  authorize  the proposed  corporate
action at a meeting at which all shares  entitled to vote  thereon  were present
and voting.  WellTech's Charter and By-Laws do not prohibit such action.  Prompt
notice of the taking of action without a meeting by less than unanimous  written
consent must be given to all stockholders who have not consented in writing.

Dividends

         Key.  Under MGCL,  the Board of Directors  has the power to declare and
pay  dividends in cash,  property or securities  of the  corporation  unless the
declaration  of such  dividends  would be contrary to the charter.  MGCL further
provides that no distribution  may be made (i) if the  corporation  would become
unable to pay its debts as they  become due in the usual  course of  business or

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