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KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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means, including facsimile signature. A stockholder may authorize another person
to act as proxy by transmitting, or authorizing the transmission of, a telegram,
cablegram,  datagram,  or other means of electronic  transmission  to the person
authorized  to act as  proxy  or to a proxy  solicitation  firm,  proxy  support
service  organization,  or other person authorized by the person who will act as
proxy to receive the transmission.  Unless a proxy provides otherwise, it is not
valid more than 11 months after its date. A proxy is revocable by a  stockholder
at any time without  condition or qualification  unless the proxy states that it
is  irrevocable  and the proxy is coupled with an interest.  A proxy may be made
irrevocable  for so long as it is coupled  with an interest.  The interest  with
which a proxy may be coupled includes an interest in the stock to be voted under
the proxy or  another  general  interest  in the  Corporation  or its  assets or

         SECTION 1.08. List of Stockholders.  At each meeting of stockholders, a
full,  true  and  complete  list of all  stockholders  entitled  to vote at such
meeting,  showing  the  number  and class or  series of shares  held by each and
certified by the  transfer  agent for such class or by the  Secretary,  shall be
furnished by the Secretary.

         SECTION  1.09.  Conduct of  Business  and  Voting.  At all  meetings of
stockholders,  unless the voting is  conducted  by  inspectors,  the proxies and
ballots  shall be received,  and all  questions  touching the  qualification  of
voters and the  validity of proxies,  the  acceptance  or rejection of votes and
procedures for the conduct of business not otherwise specified by these By-Laws,
the Charter or Maryland  Law,  shall be decided or determined by the chairman of
the  meeting.  If  demanded  by  stockholders,  present  in  person or by proxy,
entitled to cast ten percent (10%) in number of votes entitled to be cast, or if
ordered by the chairman,  the vote upon any election or question  shall be taken
by ballot and,  upon like demand or order,  the voting shall be conducted by two
inspectors,  in which event the proxies and ballots  shall be received,  and all
questions  touching the  qualification of voters and the validity of proxies and
the  acceptance  or  rejection  of votes shall be decided,  by such  inspectors.
Unless so demanded or ordered,  no vote need be by ballot and voting need not be
conducted by inspectors. The stockholders at any meeting may choose an inspector
or  inspectors  to act at such  meeting,  and in  default of such  election  the
chairman of the meeting may appoint an inspector or inspectors. No candidate for
election as a director at a meeting shall serve as an inspector thereat.

         SECTION 1.10.  Informal Action by Stockholders.  Any action required or
permitted  to be taken at a  meeting  of  stockholders  may be taken  without  a
meeting if there is filed with the  records of  stockholders  meetings a written
consent  which sets  forth the  action  and is signed and dated by  stockholders
holding the minimum  number of shares  required to execute a written  consent in
accordance  with the  provisions  of  Maryland  Law and  entitled to vote on the