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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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                                                                      Annex III

                        DELAWARE GENERAL CORPORATION LAW
                        SECTION 262 --- APPRAISAL RIGHTS

          (a) Any stockholder of a corporation of this State who holds shares of
stock on the date of the marking of a demand  pursuant to subsection (d) of this
section with respect to such shares,  who continuously holds such shares through
the effective date of the merger or  consolidation,  who has otherwise  complied
with  subsection  (d) of this section and who has neither  voted in favor of the
merger or consolidation  nor consented  thereto in writing pursuant to ss.228 of
this title  shall be entitled  to an  appraisal  by the Court of Chancery of the
fair  value  of his  shares  of  stock  under  the  circumstances  described  in
subsections  (b) and (c) of this  section.  As used in this  section,  the  word
"stockholder"  means a holder of record of stock in a stock corporation and also
a member of record of a nonstock corporation; the words "stock" and "share" mean
and  include  what is  ordinarily  meant by those words and also  membership  or
membership  interest  of a  member  of a  nonstock  corporation;  and the  words
"depository  receipt" mean a receipt or other instrument  issued by a depository
representing an interest in one or more shares, or fractions thereof,  solely of
stock of a corporation which stock is deposited with the depository.

         (b) Appraisal  rights shall be available for the shares of any class or
series of stock of a constituent  corporation in a merger or consolidation to be
effected pursuant to ss.251, 252, 254, 257, 258, 263 or 264 of this title:

         (1)  Provided,  however,  that no  appraisal  rights under this section
shall be available for the shares of any class or series of stock,  which stock,
or depository receipts in respect thereof, at the record date fixed to determine
the  stockholders  entitled  to receive  notice of and to vote at the meeting of
stockholders to act upon the agreement of merger or  consolidation,  were either
(i) listed on a national  securities exchange or designated as a national market
system security on an interdealer  quotation system by the National  Association
of Securities  Dealers,  Inc. or (ii) held of record by more than 2,000 holders;
and further  provided that no appraisal rights shall be available for any shares
of stock of the constituent corporation surviving a merger if the merger did not
require for its approval the vote of the holders of the surviving corporation as
provided in 1 subsections (f) or (g) of ss.251 of this title.

         (2) Notwithstanding paragraph (1) of this subsection,  appraisal rights
under this section  shall be available  for the shares of any class or series of
stock of a constituent  corporation  if the holders  thereof are required by the
terms of an agreement merger or consolidation  pursuant to ss.ss.251,  252, 254,
257, 258, 263 and 264 of this title to accept for such stock anything except:

          a. Shares of stock of the corporation surviving or resulting from such
merger of consolidation, or depository receipts in respect thereof;

         b. Shares of stock of any other corporation,  or depository receipts in
respect thereof,  which shares of stock or depository  receipts at the effective
date  of the  merger  or  consolidation  will be  either  listed  on a  national
securities  exchange or designated as a national  market system  security on any
interdealer  quotation system by the National Association of Securities Dealers,
Inc. or held of record by more than 2,000 holders;

                                     AIII-1