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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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               PART II: Information Not Required In The Prospectus


Item 20.  Indemnification of Directors and Officers

         Section 2-418 of MGCL  provides  that a  corporation  may indemnify any
director made a party to any proceeding  against  judgments,  penalties,  fines,
settlements and reasonable  expenses,  unless it is established that (i) the act
or  omission  of the  director  was  material  to the matter  giving rise to the
proceeding,  and was  committed  in bad  faith  or was a  result  of  deliberate
dishonesty,  (ii) director  actually  received an improper  personal  benefit or
(iii) in a criminal  proceeding,the director had reasonable cause to believe the
act  or  omission  was  unlawful.  A  director  may  not be  indemnified  in any
proceeding  charging improper  personal benefit,  if director was adjudged to be
liable and, in a derivative  action,  there shall not be  indemnification if the
director has been adjudged liable to the corporation. A director or officer of a
corporation  who has been  successful in the defense of any proceeding  shall be
indemnified  against reasonable costs incurred in such defense.  Indemnification
may not be made unless authorized  pursuant to a determination that the director
has met the requisite standard of conduct.


         Article  Seventh of the Key  Charter  provides  that Key shall , to the
fullest extent permitted by Maryland Law,  indemnify any and all persons whom it
shall have the power to indemnify under such law from and against any and all of
the expenses, liabilities or other matters referred to in or covered by Maryland
Law, and the indemnification  provided for therein shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any By-Law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding such office and shall continue as to a corporate  representative who has
agreed to be a  director,  officer,  employer  or agent  and shall  inure to the
benefit  of  the  heirs  and   personal   representatives   of  such   corporate
representative. Furthermore, a director or officer of Key shall not be liable to
Key or its  stockholders  for monetary damages for breach of fiduciary duty as a
director or an officer,  except to the extent that exculpation from liability is
not  permitted  under  Maryland Law as in effect when such breach  occurred.  No
amendment or repeal of this  provision  shall apply to or have any effect on the
liability  or alleged  liability  of any  director or officer of Key for or with
respect to any acts or omissions of such director or officer  occurring prior to
such amendment or repeal.


Item 21.  Exhibits and Financial Statement Schedules.


Exhibit No              Item                                  Exhibit
- ----------              ----                                  -------
2.1           Agreement and Plan of Merger              Filed herewith as
              between Key and WellTech,                 Annex I to the Proxy
              dated as of November 18, 1995,            Statement -Prospectus
              as amended

3.1           Amended and Restated Articles             Filed herewith as
              of Incorporation of Key                   Exhibit B to Annex I
                                                        to the Proxy
                                                        Statement-Prospectus

                                      II-1