EMPLOYEE BENEFITS AGREEMENT


     THIS EMPLOYEE BENEFITS AGREEMENT ("Agreement") is made as of _______, 2001.
The parties ("Parties") to this Agreement are RPC, Inc., a Delaware  corporation
("RPC"),  Marine Products Corporation,  a Delaware corporation  ("Marine"),  and
Chaparral Boats, Inc., a Georgia corporation ("Chaparral").

                                    RECITALS

         WHEREAS,  Chaparral is a wholly-owned subsidiary of RPC and a member of
a Controlled Group (as hereinafter defined) that includes RPC;

         WHEREAS, RPC has formed Marine as a wholly-owned  subsidiary of RPC and
the  board  of  directors  of  RPC  has  approved  the  transfer,  as a  capital
contribution, of all of the issued and outstanding capital stock of Chaparral to
Marine, followed by the distribution of all of the issued and outstanding shares
of capital stock of Marine to the holders of the issued and  outstanding  shares
of capital stock of RPC (the "Spinoff");

         WHEREAS,  immediately subsequent to the Spinoff,  Chaparral will employ
substantially  all the  persons  who were  employed  by  Chaparral  prior to the
Spinoff;

         WHEREAS,  the  Parties  desire to set  forth  the terms and  conditions
pursuant  to which  Marine  and/or  Chaparral  shall  provide  various  employee
benefits to those  Employees  (as  hereinafter  defined) who remain  employed by
Chaparral  on the Spinoff  Date or who become  employed by Marine on the Spinoff
Date or who thereafter become employed by Chaparral or Marine.

         NOW,  THEREFORE,  in  consideration of the foregoing and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Parties agree as follows:


                                    ARTICLE 1

                                   DEFINITIONS

     1.1  GENERAL.  As  used  in  this  Agreement,   capitalized  terms  defined
immediately after their use shall have the respective meanings thereby provided,
and the following  terms shall have the following  meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):

          Action:  any  demand,   action  or  cause  of  action,   claim,  suit,
arbitration,  inquiry, subpoena,  discovery request, proceeding or investigation



<PAGE>

by or before any court or grand jury, any  governmental  or other  regulatory or
administrative  agency or commission  or any  arbitration  tribunal  related to,
arising out of or resulting from any employee liability.

          Affiliate:  with  respect  to any  specified  person,  a person  that,
directly or  indirectly,  through one or more  intermediaries,  controls,  or is
controlled by, or is under common control with, such specified person; provided,
that RPC and  Marine  shall be deemed  not to be  Affiliates  of each  other for
purposes of this Agreement.

          Code:  the  Internal  Revenue  Code of 1986,  as it may be  amended or
recodified from time to time.

          Controlled Group: two or more business entities  affiliated within the
meaning of Code Sections 414(b), 414(c), 414(m) and/or 414(o).

          Employee  Benefit  Plans:  (i) any severance,  disability,  cafeteria,
bonus, stock option, stock appreciation,  stock purchase, deferred compensation,
or similar types of plans,  agreements,  policies or arrangements that currently
are  established,  maintained  or  contributed  to by RPC or  Chaparral  for the
benefit of any former or present employees or their beneficiaries, dependents or
spouses,  and (ii) any employee  welfare and employee  pension benefit plans (as
such terms are defined in Section 3(1) and 3(2),  respectively,  of ERISA) which
are applicable to former or present Employees or their beneficiaries, dependents
or spouses, and that currently are established,  maintained or contributed to by
RPC or Chaparral.

          Employee/Labor  Law:  any  federal,  state,  local  or  municipal  law
(including common law), statute, ordinance, regulation, order, decree, judgment,
decision,  ruling, permit or authorization (each as may be in effect, applicable
and binding,  from time to time)  relating or applicable to the work place or to
the employer/employee  relationship  including,  without limitation,  any of the
foregoing relating or applicable to wage and hour claims,  collective bargaining
and labor laws,  ERISA-governed  employee  benefit and welfare  plans,  federal,
state and local tax  withholding  and payment  rules and  regulations,  workers'
compensation and similar laws, accrued vacation statutes,  and sexual harassment
and anti-discrimination laws.

          Employee  Liability:   any  and  all  debts,   charges,   liabilities,
warranties and obligations (of any nature or type whatsoever  regardless of when
arising), whether accrued, contingent or reflected on a balance sheet including,
without limitation, liability for administrative, civil or criminal penalties or
forfeitures,  and  attorneys'  fees or other costs of  defending  an Action or a
claim of Employee Liability under any Employee/Labor Law.

          Employees:  Employees  of  Marine  and/or  Chaparral  on and after the
Spinoff Date.

          ERISA:  the  Employee  Retirement  Income  Security  Act of  1974,  as
amended.

          Spinoff Date: The date the Spinoff is effective.



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     1.2 OTHER  DEFINITIONS.  Capitalized terms not specifically  defined herein
shall have the meanings ascribed thereto in the Agreement Regarding Distribution
and Plan of Reorganization of even date herewith by and between RPC and Marine.


                                    ARTICLE 2

                                    EMPLOYEES

     2.1 CONDITIONS OF EMPLOYMENT.  (a) Nothing in this Agreement  shall require
either  Marine or Chaparral to employ any person who  declines  employment  with
Marine or  Chaparral  on or after the  Spinoff  Date;  and (b)  nothing  in this
Agreement  shall be  interpreted  to prohibit or  otherwise  restrict  Marine or
Chaparral from terminating the employment of any Employee,  or from changing the
salary or wage range, grade level or location of employment of any Employee,  in
accordance with their respective personnel policies and procedures following the
Spinoff Date. Without limiting the generality of Section 5.9 hereof, no Employee
or other  person shall have any rights as a third party  beneficiary  under this
Agreement.

     2.2 CERTAIN  PAYROLL  DEDUCTIONS.  Effective as of the Spinoff Date, to the
extent (if any) required by applicable law, Marine and/or  Chaparral will assume
RPC's  obligation  to  comply  with  any  garnishment  order  applicable  to any
Employee.   Furthermore,  if  an  Employee  has  any  outstanding  liability  or
obligation to RPC (for example,  salary  advances)  which existed on the Spinoff
Date, which has resulted in a special payroll deduction for such Employee, then,
to the extent  permitted  under  applicable  law,  Marine and/or  Chaparral will
withhold such amounts for RPC's benefit from the Employee's  compensation earned
subsequent to the Spinoff Date. RPC will provide the special  payroll  deduction
information or  garnishment  information at least fifteen (15) days prior to the
date Marine and/or Chaparral assumes payroll  processing  responsibility  for an
Employee.

                                    ARTICLE 3

                             EMPLOYEE BENEFIT PLANS

     3.1 WELFARE BENEFIT PLANS.  RPC and Chaparral each maintain various welfare
benefit plans (as defined by Section 3(1) of ERISA),  including Code Section 125
cafeteria plans that allow their respective employees to pay medical premiums on
a pre-tax  basis.  These plans shall not be combined as a result of the Spinoff;
RPC and  Chaparral  will each  continue to sponsor  their own  separate  welfare
benefit  plans,  including  medical and life insurance  benefits,  following the
Spinoff Date.

     3.2  VACATION,  HOLIDAY,  SICK LEAVE AND  SHORT-TERM  DISABILITY  POLICIES.
Marine and/or  Chaparral shall credit all Employees for any accrued vacation and
sick leave  earned but not taken by such  Employees  in the current year through
the Spinoff Date; and provided,  further,  that Marine and/or Chaparral shall be
solely  responsible for payment of, and shall indemnify,  defend,  reimburse and
hold RPC and its  Affiliates  harmless from and against,  any accrued  vacation,


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<PAGE>

sick leave payoff or short-term disability liability to any Employee incurred by
or  imposed  upon RPC  under  its  current  vacation,  holiday,  sick  leave and
short-term  disability  policies or under any  applicable  state or local law or
statute. Any such accrued vacation,  holiday, earned but not taken sick leave or
short-term  disability  leave shall be credited in accordance with the vacation,
holiday,  sick leave and short-term disability policies adopted or maintained by
Marine or Chaparral effective on and after the Spinoff Date.

     3.3 RPC, INC. RETIREMENT INCOME PLAN.

          (a) Marine shall adopt the RPC,  Inc.  Retirement  Income Plan and its
related Trust as a "multiple employer" as of the Spinoff Date.

          (b) Any  administrative  work  necessary  shall be  provided by RPC in
exchange for cash in an amount to be determined at a later date.

     3.4 RPC 401(K) PLAN.

          (a) Marine shall adopt the RPC 401(k) Plan and its related  Trust as a
"multiple employer" as of the Spinoff Date.

          (b) Any  administrative  work  necessary  shall be  provided by RPC in
exchange for cash in an amount to be determined at a later date.

     3.5 SEVERANCE  LIABILITIES.  Marine and Chaparral each acknowledge that the
transactions  contemplated  by the  Spinoff  will  not  result  in RPC  being or
becoming liable for any severance pay to any Employee and Marine shall indemnify
RPC in respect thereof.

     3.6 2001  EMPLOYEE  STOCK  INCENTIVE  PLAN.  On or before the Spinoff Date,
Marine shall adopt the Marine Products Corporation 2001 Employee Stock Incentive
Plan (the "Marine 2001 Plan").  Following the completion of the Spinoff,  Marine
Employees  who are not also  employees  of RPC with  outstanding  RPC options or
performance  restricted  stock  awards that have not been earned and issued into
escrow  immediately  prior to the  effective  date of the Spinoff  will  receive
options or awards of Marine  under the Marine 2001 Plan  equivalent  in value to
the RPC stock options or awards at such time as follows:

          (a) Each  Employee of Marine  with  outstanding  RPC  options  will be
granted  replacement  options with the exercise price  determined by multiplying
the Average  Percentage  (as defined  below) by two times the original  exercise
price, and the number of shares subject to such replacement  grant determined by
dividing the number of shares  subject to options  currently held by the Average
Percentage  and  dividing  the result by two.  "Average  Percentage"  shall mean
one-half of Marine's  average closing stock price on the American Stock Exchange
("AMEX"),  or if the Marine  common stock is not traded on the AMEX,  such other
exchange or quotation  system on which it is traded,  during the 10  consecutive
trading  days  beginning  on the trading  day that is 10 trading  days after the
effective date of the Spinoff divided by the sum of (i) the daily average of the
closing stock price of RPC and (ii) one-half of the daily average of the closing


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<PAGE>

stock  price of Marine,  in each case  during the 10  consecutive  trading  days
beginning on the trading day that is 10 trading days after the effective date of
the Spinoff.

          (b)  Each  Employee  of  Marine  with   outstanding   RPC  performance
restricted stock awards that have not been earned and issued into escrow will be
granted  the  number of  replacement  shares  of  performance  restricted  stock
determined by dividing the number of shares  subject to  performance  restricted
stock grants by the Average  Percentage  and dividing the result by two, and the
average  stock  price  condition  for  each  grant  of  replacement  performance
restricted  stock will be determined by multiplying  each original average stock
price condition by the Average Percentage and multiplying the result by two.

          (c) Each  Employee  of Marine  with RPC  time-lapse  restricted  stock
awards or performance restricted stock awards that have been issued and are held
in escrow on the Spinoff Date shall receive an equivalent RPC replacement  grant
that allows employment by Marine to continue the grant after the Spinoff and 0.5
share of Marine  common stock for each share of RPC common stock  subject to the
RPC  replacement  grant as of the close of  business on the  Spinoff  Date.  Any
shares received  pursuant to this Section 3.6(c) shall also be held in escrow on
the same terms as the original RPC award.

          (d)  Notwithstanding  the replacement  grants of options and awards as
described  herein  this  section,  all other  provisions  and terms of any stock
option  agreements  and  time-lapse or restricted  stock  agreements  previously
entered into by an Employee  shall  continue to apply on and after the effective
time of the Spinoff  with  respect to any options or awards  previously  granted
under RPC's 1994 Employee Stock Incentive Plan, to the extent that, prior to the
effective time of the Spinoff, they have not been exercised or become void under
the terms of such agreements under which such options or awards were granted.

     3.7 DUAL  EMPLOYEES.  Each  Employee  who  continues as a RPC and Marine or
Chaparral  Employee ("Dual  Employee")  immediately after the Spinoff that holds
outstanding  RPC options or  performance  restricted  stock awards that have not
been earned and issued into escrow will receive replacement grants for one-third
of such outstanding  options and awards under the Marine 2001 Plan equivalent in
value to the options and awards  surrendered for cancellation to RPC pursuant to
the  terms  set  forth in a  Cancellation  Agreement  entered  into by such Dual
Employee and RPC.

                                    ARTICLE 4

                                 INDEMNIFICATION

     4.1 INDEMNIFICATION.  In addition to the indemnity obligations set forth in
Section  3.2  hereof,  Marine  and/or  Chaparral  agree  to  indemnify,  defend,
reimburse and hold harmless RPC and its Affiliates, and the officers, directors,
employees,  agents and  representatives of RPC and its Affiliates (each, an "RPC
Indemnified Party"), from and against any and all Actions, assessments,  losses,
damages,   liabilities,   costs  and  reasonable  expenses  including,   without
limitation,  interest,  penalties, fines, excise taxes and reasonable attorneys'
fees and  expenses,  asserted  against or imposed  upon or  incurred  by any RPC


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<PAGE>

Indemnified  Party which result from, arise out of or are related to any failure
by Marine and/or  Chaparral to comply with the terms of this  Employee  Benefits
Agreement.  RPC agrees to indemnify,  defend  reimburse and hold harmless Marine
and  its  Affiliates,  and  the  officers,  directors,   employees,  agents  and
representatives of said companies (each, a "Marine Indemnified Party"), from and
against any and all Actions, assessments,  losses, damages,  liabilities,  costs
and reasonable expenses  including,  without  limitation,  interest,  penalties,
fines,  excise  taxes and  reasonable  attorneys'  fees and  expenses,  asserted
against or imposed upon or incurred by any Marine Indemnified Party which result
from,  arise out of or are  related to any  failure on the part of RPC to comply
with the terms of this Employee Benefits Agreement.

     4.2  PROCEDURE  FOR  INDEMNIFICATION.  In the  event  any  action,  suit or
proceeding  is brought  pursuant to this  Article 4 or Section  3.2 hereof,  the
Parties shall comply with and be subject to the  indemnification  procedures set
forth in the Distribution Agreement.


                                    ARTICLE 5

                                  MISCELLANEOUS

     5.1  BINDING  AGREEMENT.  This  Agreement  is  binding  upon and is for the
benefit of the Parties  hereto and their  respective  successors  and  permitted
assigns.

     5.2  ASSIGNMENT.  No  Party  to this  Agreement  shall  convey,  assign  or
otherwise transfer any of its rights or obligations under this Agreement without
the express  written  consent of the other Party hereto in its sole and absolute
discretion. No assignment of this Agreement shall relieve the assigning Party of
its obligations hereunder.

     5.3 NOTICES. All notices or other  communications  required or permitted to
be given hereunder shall be made pursuant to the notice  provisions set forth in
the Distribution Agreement.

     5.4 NO WAIVER.  No delay on the part of any Party hereto in exercising  any
right,  power or privilege  hereunder  shall operate as a waiver,  nor shall any
waiver on the part of any Party of any right,  power or  privilege  operate as a
waiver of any other right, power or privilege hereunder, nor shall any single or
partial exercise of any right,  power or privilege preclude any other or further
exercise  thereof  or the  exercise  of any  other  right,  power  or  privilege
hereunder.  The rights and remedies  herein  provided are cumulative and are not
exclusive of any rights or remedies  which the Parties hereto may otherwise have
at law or in equity.

     5.5 ENTIRE  AGREEMENT;  AMENDMENT.  This Agreement,  and the agreements and
other  documents  referred  to herein,  shall  constitute  the entire  agreement
between  the  Parties  with  respect  to the  subject  matter  hereof  and shall
supersede all prior agreements,  understandings,  statements or representations,
oral or in writing,  of the Parties  relating  thereto.  This  Agreement  may be
modified or amended only by written agreement of the Parties. In addition to the
foregoing,  any amendment to this Agreement must, in the case of each of Marine,
RPC, and Chaparral,  be approved by one of their  respective  elected  officers,


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<PAGE>

with their respective execution of such amendment to evidence  conclusively such
approval.

     5.6 SHARING OF INFORMATION. RPC and Marine recognize that each of them will
require  certain  information  regarding  employees of the other  company or its
subsidiaries.  Each agrees to provide the information  requested by the other in
good faith,  and on a reasonably  prompt basis.  The  requesting  party shall be
required to pay a reasonable amount for administrative  expenses incurred by the
supplying party in preparing the requested  information.  Such  information will
include but not be limited to that which is required for testing  benefit  plans
for coverage, maximum benefit and contribution limitations,  annual reports, and
year-end or other periodic valuations.

     5.7  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute a single instrument.

     5.8 GOVERNING  LAW. This  Agreement  shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware (regardless of the
laws that might  otherwise  govern under  applicable  principles of conflicts of
laws) as to all matters  including,  without  limitation,  matters of  validity,
construction, effect, performance and remedies.

     5.9 NO THIRD PARTY BENEFICIARIES.  This Agreement is solely for the benefit
of the Parties and is not intended to confer upon any other person any rights or
remedies hereunder.

     5.10  LEGAL  ENFORCEABILITY.  Any  provision  of this  Agreement  which  is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining   provisions   hereof.   Any  such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     5.11  INTERPRETATION.  The Article and Section  headings  contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the Parties and shall not in any way affect the meaning or  interpretation of
this  Agreement.  The parties have made a good faith effort in this Agreement to
provide for those issues involving  employee  benefits in the transaction  which
can be reasonably  foreseen.  The parties acknowledge that other such issues may
arise,  and they agree to work in good faith to resolve any differences in light
of the general  principle  that all matters  involving RPC benefit plans are the
responsibility  of  RPC  except  that  Marine  and/or  Chaparral  intend  to  be
responsible,   on  an  ongoing  basis   following  the  Spinoff  Date,  for  the
administration  and  expense of those  Marine/Chaparral  benefits  which  Marine
and/or  Chaparral have  determined to continue or adopt for the Employees on and
after the Spinoff Date.

     5.12 DISPUTES.  Any disputes between the parties based upon, related to, or
arising in connection  with this Agreement  shall be resolved in accordance with
the dispute resolution  procedure set forth in Section 12.10 of the Distribution
Agreement.



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<PAGE>

     IN WITNESS  WHEREOF,  the Parties  hereto have caused this  Agreement to be
executed and delivered as of the day and year first above written.

                                 RPC, INC.


                                 By: _____________________________________
                                 Its: ____________________________________


                                 MARINE PRODUCTS CORPORATION


                                 By: _____________________________________
                                 Its: ____________________________________


                                 CHAPARRAL BOATS, INC.


                                 By: _____________________________________
                                 Its: ____________________________________



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