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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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         The Executive Committee may take such actions as the Board delegates to
it, consistent with MGCL.  Messrs.  Greenfield,  John and Wolkowitz serve on the
Executive Committee,  with Mr. John serving as Chairman. The Executive Committee
held twelve  meetings during fiscal 1995,  exclusive of the regular  meetings of
the Board of Directors.

         Compensation of Directors.  Compensation for the non-officer  Directors
for fiscal year 1995 was $5,000 per quarter. Directors are reimbursed for travel
and other  expenses  directly  associated  with Company  business.  All fees for
fiscal year 1995 were paid in cash.


         Biographical  Information.  Following  are  summaries  of  biographical
information  about each current  director and director nominee of Key. There are
no family  relationships  among the persons listed or with any Executive Officer
of Key. The summaries list the names and ages of each person,  all positions and
offices with Key, the period(s) during which he has served as such, his business
experience  during the past five years and any other  directorships  held in any
public companies or regulated investment companies. The biographical information
is as of December 15, 1995.  Information with respect to the executive  officers
(other than Messrs. John and Edwards) is set forth under "Management of Key ."


         Francis D. John (42), is the President,  Chief Executive Officer, Chief
Financial  Officer  of Key and,  since  March  1994,  Co-Chair  of the  Board of
Directors. He has been the President,  Chief Financial Officer and a Director of
Key since June 1988.  He is also a director  of Yale E. Key and  Chairman of the
Board of Odessa Exploration and Clint Hurt. Since July 1992, Mr. John has been a
director of Aerosonics Corp., a company which produces components for aircraft.

         Van D.  Greenfield  (50),  has been a  Director  of Key since 1988 and,
since March 1994,  has been  Co-Chair of the Board of  Directors  of Key. He has
been the President of Green-Cohn Group, Inc. ("Green-Cohn"),  a firm involved in
investment  banking,  since  1989.  Green-Cohn  is  a  member  of  the  National
Association of Securities  Dealers.  Mr. Greenfield has also served as President
of  Van D.  Greenfield,  Inc.  since  1980  and as  Chairman  of  the  Board  of
Progressive Savings Bank from 1986 until 1990.


         William Manly (73),  has been a Director of Key since December 1989. He
retired from his position as an Executive Vice President of Cabot Corporation in
1986, a diversified industrial conglomerate,  a position he had held since 1978.
Mr. Manly is a Director and a twenty-five  percent owner of  Metallamics,  Inc.,
which is involved with high performance  metals and also serves as a Director of
Forge Performance Products, Inc.


         Morton  Wolkowitz (66), has been a Director of Key since December 1989.
He also  serves  as a  Director  of Yale E.  Key.  From  1988  through  1991 Mr.
Wolkowitz  served as the President and Chief Executive  Officer of Wolkow Braker
Roofing  Corporation,  a company  that  provides a variety of roofing  services.
Since July 1992, he has served as a Director of Aerosonics Corp, a company which
produces components for aircraft.

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