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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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stockholder  approval. If the Board of Directors has given general authorization
for the  issuance  of stock,  a committee  of the Board,  in  accordance  with a
general formula or method specified by the Board by resolution or by adoption of
a  stock  option  or  other  plan,  may  fix  the  terms  of  stock  subject  to
classification  or  reclassification  and the  terms on which  any  stock may be
issued,  including  all  terms  and  conditions  required  or  permitted  to  be
established or authorized by the Board of Directors.

         SECTION  3.02.  Committee  Procedure.  Each  committee may fix rules of
procedure  for its  business.  A majority of the  members of a  committee  shall
constitute a quorum for the transaction of business and the act of a majority of
those  present at a meeting at which a quorum is present shall be the act of the
committee.  The members of a committee  present at any  meeting,  whether or not
they  constitute  a quorum,  may  appoint a  director  to act in the place of an
absent  member.  Any action  required or permitted to be taken at a meeting of a
committee may be taken without a meeting,  if an unanimous written consent which
sets forth the action is signed and dated by each  member of the  committee  and
filed with the minutes of the committee.  The members of a committee may conduct
any meeting thereof by conference telephone in accordance with the provisions of
Section 2.10.

         SECTION  3.03.  Emergency.  In the  event  of a state  of  disaster  of
sufficient  severity to prevent the  conduct and  management  of the affairs and
business of the Corporation by its directors and officers as contemplated by the
Charter  and  these  By-Laws,  any two or more  available  members  of the  then
incumbent  Executive  Committee shall  constitute a quorum of that Committee for
the full conduct and  management of the affairs and business of the  Corporation
in  accordance  with  the  provisions  of  Section  3.01.  In the  event  of the
unavailability,  at such time, of a minimum of two members of the then incumbent
Executive Committee,  the available directors shall elect an Executive Committee
consisting of any two members of the Board of Directors,  whether or not they be
officers of the  Corporation,  which two members shall  constitute the Executive
Committee for the full conduct and management of the affairs of the  Corporation
in accordance with the foregoing provisions of this Section.  This Section shall
be subject to implementation by resolution of the Board of Directors passed from
time to time for that purpose,  and any  provisions of these By-Laws (other than
this Section) and any  resolutions  which are contrary to the provisions of this
Section  or to the  provisions  of any such  implementary  resolutions  shall be
suspended until it shall be determined by any interim Executive Committee acting
under this  Section  that it shall be to the  advantage  of the  corporation  to
resume the conduct and  management  of its  affairs and  business  under all the
other provisions of these By-Laws.


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