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SEC Filings

KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         SECTION 5.02. Effect of Divisional Titles. The conferring of divisional
titles  shall not create an office of the  Corporation  under  Article IV unless
specifically designated as such by the Board of Directors, but any person who is
an officer of the Corporation may also have a divisional title.

                                   ARTICLE VI.


         SECTION 6.01.  Certificates for Stock.  Each stockholder is entitled to
certificates which represent and certify the shares of stock he, she or it holds
in the Corporation. Each stock certificate shall include on its face the name of
the  Corporation,  the name of the  stockholder  or other  person  to whom it is
issued,  and the class of stock and number of shares it represents.  It shall be
in such form,  not  inconsistent  with Maryland Law or the Charter,  as shall be
approved by the Board of  Directors  or any officer or officers  designated  for
such purpose by the Board of Directors.  Each stock  certificate shall be signed
by  the  Chairman  of  the  Board,  the  President  or  a  Vice-President,   and
countersigned  by the  Secretary,  an Assistant  Secretary,  the Treasurer or an
Assistant  Treasurer.  Each  certificate may be sealed with the actual corporate
seal or  facsimile of it or in any other form and the  signatures  may be either
manual or facsimile signatures. A certificate is valid and may be issued whether
or not an officer who signed it or whose  facsimile is affixed  thereto is still
an officer when it is issued.  No certificate  shall be issued for any shares of
stock  until such  shares are fully  paid,  except as  otherwise  authorized  by
provisions of Section 2-210 of the Maryland General Corporation Law.

         SECTION 6.02.  Transfers.  The Board of Directors  shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the issue,  transfer and  registration  of certificates of stock and may appoint
transfer  agents  and  registrars  thereof.  The  duties of  transfer  agent and
registrar may be combined.  Upon  compliance  with  provisions  restricting  the
transferability  of shares of stock, if any, transfers of shares of stock of the
Corporation shall be made only on the stock transfer books of the Corporation by
the record holder thereof,  or by his attorney thereunto  authorized by power of
attorney duly executed and filed with the Secretary of the Corporation or with a
transfer  agent or a registrar,  if any, and on surrender of the  certificate or
certificates  for such shares of stock properly  endorsed and the payment of all
taxes due thereon, if any.

         SECTION 6.03.  Record Dates or Closing of Transfer Books.  The Board of
Directors  may set a record  date or  direct  that the stock  transfer  books be
closed for a stated  period for the  purpose of making any proper  determination
with  respect to  stockholders,  including  which  stockholders  are entitled to
notice of a meeting, vote at a meeting, receive a dividend, or be allotted other
rights. The record date may not be prior to the close of business on the