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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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Required Vote


         The affirmative  vote of a majority of the votes  (3,456,756  votes) of
holders of the  outstanding  shares of the Key Common  Stock is the only vote of
Key  stockholders  required to approve the Merger and the Key Charter  Amendment
under the MGCL, the Key Articles and the Key By-Laws.  The proposal  relating to
the election of the Board of Directors  will be determined by a plurality of the
votes  entitled  to be cast by the  holders of the Key Common  Stock.  All other
proposals  must  be  approved  by the  affirmative  vote  of a  majority  of the
outstanding  Key Common Stock present in person or by proxy and entitled to vote
at the meeting. Abstentions and broker non- votes are not counted in tabulations
of the total votes cast on proposals presented to stockholders. When the vote of
a majority  of  outstanding  shares is  required  for  approval  of a  proposal,
abstentions and broker non-votes have the effect of a vote against the proposal.



         Each Key Proposal will be voted upon separately by the Key stockholders
entitled  to vote at the Key  Special  Meeting;  however,  failure of either the
Merger  Agreement  or the  Key  Charter  Amendment  to be  approved  by the  Key
stockholders  will  result in the  abandonment  by Key of the Merger and, if the
Merger is not approved,  the two WellTech  nominees to the Board of Directors of
Key will  not be  elected  as  Directors.  Under  such  circumstances,  however,
WellTech would have the right,  under an existing agreement with Key which would
remain in effect, to designate one member of the Key Board of Directors.

Solicitation and Voting of Proxies

         Stockholders  of record on the Record  Date are  entitled to cast their
votes, in person or by properly executed proxy, at the Key Special Meeting.  All
shares  represented  at the Key  Special  Meeting by properly  executed  proxies
received prior to or at the Key Special Meeting and not properly revoked will be
voted at the Key Special Meeting in accordance with the  instructions  indicated
in such proxies.  If no instructions  are indicated,  such proxies will be voted
FOR  approval of each of the Key  Proposals.  The Board of Directors of Key does
not know of any matters,  other than the matters  described in the Key Notice of
Special  Meeting  attached to this Proxy  Statement--Prospectus,  that will come
before the Key Special Meeting.

         If a quorum  is not  present  at the time the Key  Special  Meeting  is
convened, or if for any other reason Key believes that additional time should be
allowed for the solicitation of proxies or for the satisfaction of conditions to
the Merger or the  transactions  contemplated  thereby,  Key may adjourn the Key
Special  Meeting  with a vote of the holders of a majority  of the voting  power
represented by the Key Common Stock present at such meeting.  If Key proposes to
adjourn the Key Special  Meeting,  the persons named in the enclosed  proxy card
will vote all  shares  for which  they have  voting  authority  in favor of such
adjournment.

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