NONCOMPETITION, SEVERANCE AND EMPLOYMENT AGREEMENT

         This   Noncompetition,   Severance  and  Employment   Agreement   (this
"Agreement")  is made and entered  into as of this 19th day of October,  1999 by
and  between   [Executive],   an  individual  (the  "Executive"),   and  Peoples
Bancorporation,  a South Carolina corporation and financial  institution holding
company headquartered in Easley, South Carolina (the "company"). As used herein,
the term "Company" shall include the Company and any and all of its subsidiaries
where the context so applies.

                               W I T N E S S E T H

         WHEREAS the Board of Directors  believes  that the  Executive  has been
instrumental in the success of the Company since his employment in 1998;

         WHEREAS the company  desires to  continue  to employ the  Executive  as
[Position]  of the  Company and in such other  capacities  as the  Executive  is
currently employed as of the date hereof;

         WHEREAS the Executive is willing to accept the employment  contemplated
herein under the terms and conditions set forth herein;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  and  agreements   contained   herein  and  other  good  and  valuable
consideration,  the receipt of which is hereby acknowledged,  the parties hereto
agree as follows:

         1. Employment.  Subject to the terms and conditions hereof, the Company
hereby employs the Executive and Executive  hereby accepts such  employment as a
[Position] of the Company having such duties and  responsibilities  as set forth
in Section 3 below.

         2.  Definitions.  For purposes of this  Agreement,  the following terms
shall have the meanings specified below.


         "Change in Control" shall mean:

               (i) the acquisition, directly or indirectly, by any Person within
          any twelve month period of securities of the Company  representing  an
          aggregate of 20% or more of the combined voting power of the Company's
          then outstanding securities; or

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<PAGE>

                  (ii) during any period of two consecutive  years,  individuals
         who at the beginning of such period constitute the Board, cease for any
         reason to constitute at least a majority  thereof,  unless the election
         of each new  director  was  approved in advance by a vote of at least a
         majority of the  directors  then still in office who were  directors at
         the beginning of the period; or

                  (iii)  consummation  of (A) a merger,  consolidation  or other
         business  combination of the Company with any other Person or affiliate
         thereof,  other than a merger,  consolidation  or business  combination
         which  would  result in the  outstanding  common  stock of the  Company
         immediately prior thereto  continuing to represent (either by remaining
         outstanding  or by being  converted  into common stock of the surviving
         entity  or  a  parent  or  affiliate  thereof)  at  least  67%  of  the
         outstanding  common stock (on a fully diluted  basis) of the Company or
         such  surviving  entity  or  parent or  affiliate  thereof  outstanding
         immediately after such merger,  consolidation or business  combination,
         or (B) a plan of complete  liquidation  of the Company or an  agreement
         for the sale or disposition by the Company of all or substantially  all
         of the Company's assets; or

                  (iv) the occurrence of any other event or  circumstance  which
         is not  covered by (i) through  (iii) above which the Board  determines
         affects  control of the Company and, in order to implement the purposes
         of this  Agreement  as set forth above,  adopts a resolution  that such
         event or circumstance  constitutes a change in Control for the purposes
         of this Agreement.

         "Cause" shall mean (i) fraud, gross negligence,  dereliction of duties,
intentional  material damage to the property or business of the Company,  or the
commission of a felony;  or (ii) the  ineligibility  of the Executive to perform
his duties  because of a ruling,  directive or other action by any agency of the
United States or any state of the United States having regulatory authority over
the Corporation.

         "Confidential   Information"   shall  mean  all   business   and  other
information  relating  to  the  business  of  the  Company,   including  without
limitation,  technical or  nontechnical  data,  programs,  methods,  techniques,
processes,  financial data,  financial plans, product plans, and lists of actual
or potential  customers,  which (i) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper
means by, other Persons,  and (ii) is the subject of efforts that are reasonable
under the  circumstances  to  maintain  its  secrecy  or  confidentiality.  Such
information and compilations of information  shall be  contractually  subject to
protection under this Agreement  whether or not such  information  constitutes a
trade  secret  and is  separately  protectable  at law or in  equity  as a trade
secret.   Confidential   information  does  not  include  confidential  business
information  which does not  constitute a trade secret under  applicable law two
years after any expiration or termination of this Agreement.


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<PAGE>


         "Disability" or "Disabled"  shall mean the  Executive's  inability as a
result of physical or mental incapacity to substantially  perform his duties for
the Company on a fulltime basis for a period of six (6) months.

         "Involuntary  Termination"  shall mean the  termination  of Executive's
employment by the  Executive  following a Change in Control  which,  in the sole
judgment  of  the  Executive,  is  due  to  (i)  a  change  of  the  Executive's
responsibilities,  position (including status as [Position] of the Company,  its
successor or ultimate parent entity, office, title,  reporting  relationships or
working  conditions),  authority or duties (including changes resulting from the
assignment  to the  Executive  of any duties  inconsistent  with his  positions,
duties or  responsibilities  as in  effect  immediately  prior to the  Change in
Control);  or (ii) a change in the terms or status  (including the rolling three
year  termination  date)  of  this  Agreement;  or  (iii)  a  reduction  in  the
Executive's  compensation  or  benefits;  or  (iv) a  forced  relocation  of the
Executive  outside the Upper State of South  Carolina area; or (v) a significant
increase in the Executive's travel requirements.

         "Person" shall mean any  individual,  corporation,  bank,  partnership,
joint  venture,   association,   joint-stock  company,   trust,   unincorporated
organization or other entity.

         "Voluntary  Termination"  shall mean the  termination  by  Executive of
Executive's  employment following a Change in Control which is not the result of
any of  clauses  (i)  through  (v) set forth in the  definition  of  Involuntary
Termination above.

         3. Duties. During the term hereof, the Executive shall have such duties
and  authority as are typical of a [Position] of a company such as the one being
contracted  with,  and employee  will,  so long as he is an employee of, he will
devote his full time,  attention and energies to the diligent performance of his
duties.  Executive shall not, without the written consent of the Company, at any
time during the Term hereof (i) accept  employment with, or render services of a
business,  professional  or  commercial  nature to,  any  Person  other than the
Company,  (ii) engage in any  venture or activity  which the Company may in good
faith consider to be competitive  with or adverse to the business of the Company
or of any  affiliate  of the  Company,  whether  alone,  as a partner,  or as an
officer,  director,  employee  or  shareholder  or  otherwise,  except  that the
ownership  of not more  than 5% of the  stock or other  equity  interest  of any
publicly  traded  corporation or other entity shall not be deemed a violation of
this Section,  or (iii) the Company may in good faith consider to interfere with
Executive's performance of his duties hereunder.

         4. Term. Unless earlier  terminated as provided herein, the Executive's
employment  hereunder  shall be for a rolling  term of three years (the  "Term")
commencing on the date hereof,  with  compensation to be effective as of October
19, 1999.

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<PAGE>

This  Agreement  shall  be  deemed  to  extend  each day for an  additional  day
automatically and without any action on behalf of either party hereto; provided,
however,  that either party may, by notice to the other, cause this Agreement to
cease to  extend  automatically  and,  upon  such  notice,  the  "Term"  of this
Agreement shall be the three years  following the date of such notice,  and this
Agreement shall terminate upon the expiration of such Term. If no such notice is
given and this  Agreement is  terminated  pursuant to Section 5 hereof,  for the
purposes of calculating any amounts payable to the Executive as a result of such
termination,  the remaining Term of this  Agreement  shall be deemed to be three
years from the date of such termination.

         5. Termination. This Agreement may be terminated as follows:

         5.1 The  Company.  The  Company  shall  have  the  right  to  terminate
Executive's  employment  hereunder  at any time  during the Term  hereof (i) for
Cause, (ii) if the Executive becomes Disabled, (iii) upon the Executive's death.

                  5.1.1 If the Company terminated  Executive's  employment under
this  Agreement  pursuant  to clauses  (i)  through  (iii) of Section  5.1,  the
Company's  obligations  hereunder  shall  cease as of the  date of  termination;
provided,  however,  if  Executive  is  terminated  for Cause  after a change in
Control,  then such termination  shall be treated as a Voluntary  Termination as
contemplated in Section 5.2 below.

                  5.1.2 If the Company terminates  Executive other than pursuant
to  clauses  (i)  through  (iii) of  Section  5.1 and there has been a Change in
Control,  Executive  shall be entitled to receive  immediately as severance upon
such  termination,  the compensation  and benefits  provided in Section 6 hereof
that  would  otherwise  be  payable  over the  three  years  subsequent  to such
termination.  For purposes of determining  compensation which is not fixed (such
as bonus), the annual amount of such unfixed  compensation shall be deemed to be
the  equal to the  average  of such  compensation  over the  three  year  period
immediately prior to the termination.

                  5.1.3 If the Company terminates  Executive other than pursuant
to clauses  (i)  through  (iii) of Section 5.1 and in the absence of a Change in
Control,  Executive  shall be entitled to receive  immediately as severance upon
such termination, the compensation and benefits provided in Section 6 hereof for
the remaining Term of this Agreement.

                  5.1.4 In the event of such termination  other than pursuant to
clauses (i) through  (iii) of Section 5.1, (A) all rights of Executive  pursuant
to awards of share grants or options  granted by the Company  shall be deemed to
have vested and shall be released from all conditions and  restrictions,  except
for restrictions on transfer pursuant to the Securities Act of 1933, as amended,
and (B) the  Executive  shall be deemed to be  credited  with  service  with the
Company for such remaining Term for the purposes of the Company's benefit plans.

         5.2 By  Executive.  Executive  shall  have the right to  terminate  his
employment  hereunder if (i) the Company materially  breaches this Agreement and
such breach is not cured within 30 days after  written  notice of such breach is
given by  Executive to the Company;  (ii) there is a Voluntary  Termination;  or
(iii) there is an Involuntary Termination.

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<PAGE>

                  5.2.1  If  Executive  terminates  his  employment  other  than
pursuant to clauses (i) through (iii) of Section 5.2, the Company's  obligations
under  this  Agreement  shall  cease  as of the  date  of such  termination  and
Executive shall be subject to the noncompetition provisions set forth in Section
9 hereof.

                  5.2.2  If  Executive   terminates  his  employment   hereunder
pursuant to any clauses (i) or (iii) of Section 5.2, Executive shall be entitled
to receive  immediately as severance the compensation  and benefits  provided in
Section 6 hereof that would otherwise be payable over the three years subsequent
to such termination. For purposes of determining compensation which is not fixed
(such as a bonus), the annual amount of such unfixed compensation over the three
year period immediately prior to the termination.

                  5.2.3 If  Executive  terminates  his  employment  pursuant  to
clause (ii) of Section 5.2,  Executive shall be entitled to receive  immediately
as severance the compensation and benefits provided in Sections 6 hereof for one
year  following  the  date  of  his  Voluntary  Termination.   For  purposes  of
determining compensation which is not fixed (such as a bonus), the annual amount
of such unfixed  compensation shall be deemed to be equal to the average of such
compensation over the three year period immediately prior to the termination.

                  5.2.4 In addition,  in the event of such termination  pursuant
to any of clauses  (i)  through  (iii) of this  Section  5.2,  (A) all rights of
Executive  pursuant to awards of share grants or options  granted by the Company
shall be deemed to have vested and shall be  released  from all  conditions  and
restrictions, except for restrictions on transfer pursuant to the Securities Act
of 1933, as amended,  and (B) the Executive  shall be deemed to be credited with
service  with the  Company  for such  remaining  Term  for the  purposes  of the
Company's benefit plans.

         6. Compensation. In consideration of Executive's services and covenants
hereunder,  Company  shall  pay  to  Executive  the  compensation  and  benefits
described below (which  compensation shall be paid in accordance with the normal
compensation  practices  of the Company and shall be subject to such  deductions
and  withholdings  as are  required  by law or policies of the Company in effect
from time to time,  provided  that his salary  pursuant  to Section 6.1 shall be
payable not less frequently than monthly);

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<PAGE>


         6.1 Annual  Salary.  During the Term hereof,  the Company  shall pay to
Executive  a salary at the rate of [ $ ] per annum.  Executive's  salary will be
reviewed by the Board of  Directors  of the Company at the  beginning of each of
its fiscal years and, in the sole  discretion of the Board of Directors,  may be
increased for such year.  Salary  continuation  and/or life  insurance  plans in
existence  at the time of the change in  control  will also be kept in force for
the benefit of the executive and/or his heirs for life.

         6.2  Annual  Incentive  Bonus.  During  the Term  hereof,  the Board of
Directors may pay to Executive an annual incentive cash bonus in accordance with
the terms of the Short Term Incentive Compensation Plan.

         6.3 Other  Benefits.  Executive shall be entitled to share in any other
executive  officer/employee  benefits  generally  provided by the Company to its
most highly  ranking  executives  (including  but not limited to the  following;
major medical and dental  insurance,  short and long term disability  insurance,
bonus  plans,  etc.) for so long as the  Company  provides  such  benefits.  The
Company  also  agrees  to  provide  Executive  with a  Company-paid,  full-sized
automobile,  reasonable  club dues for one area country club of their choice and
two business clubs. Executive shall also be entitled to participate in all other
benefits accorded general Company executive officers and/or employees.

         7. Excess Parachute Payments. It is the intention of the parties hereto
that the  severance  payments  and other  compensation  provided  for herein are
reasonable  compensation  for Executive's  services to the Company and shall not
constitute "excess parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended,  and any regulations  thereunder.  In
the event that the Company on the date of a Change of Control determine that the
payments provided for herein constitute  "excess parachute  payments",  then the
compensation  payable  hereunder  shall  be  reduced  to  the  point  that  such
compensation shall not qualify as "excess parachute payments".

         8.  Confidentiality.  Executive  acknowledges that, prior to and during
the term of this  Agreement,  the  Company  has  furnished  and will  furnish to
Executive Confidential Information which could be used by Executive on behalf of
a competitor of the Company to the Company's substantial  detriment.  In view of
the foregoing,  Executive acknowledges and agrees that the restrictive covenants
contained in this  Section are  reasonably  necessary  to protect the  Company's
legitimate  business  interests  and  goodwill.  Executive  agrees that he shall
protect the  Company's  Confidential  Information  and shall not disclose to any
person,  or otherwise  use,  except in connection  with his duties  performed in
accordance with this Agreement, any Confidential Information provided,  however,
that Executive may make disclosures required by a valid order or subpoena issued
by a court or administrative  agency of competent  jurisdiction,  in which event
Executive will promptly  notify the Company of such order or subpoena to provide
the Company an  opportunity to protect its  interests.  Upon the  termination or
expiration  of this  employment  hereunder,  the  Executive  agrees  to  deliver
promptly to the Company all Company files,  customer lists,  management reports,
memoranda,  research,  Company  forms,  financial  data and  reports  and  other
documents  supplied  to or  created  by him in  connection  with his  employment
hereunder  (including  all copies of the foregoing) in his possession or control
and all of the  Company's  equipment  and other  materials in his  possession or
control.


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         9.  Noncompetition.  In the event that Executive's  employment with the
Company is terminated before a Change in Control voluntarily by the Executive or
by the Board of Directors  pursuant to clause (i) of Section 5.1, then Executive
shall not, for a period of one year following such termination of employment (i)
become employed by any insured  depository  institution  which conducts business
activities  in Pickens  County;  (ii)  attempt to  interfere  with any  business
relationship of the Company, including without limitation, employee and customer
relationships;  or (iii) or otherwise  compete against the Company,  directly or
indirectly,  either as principal,  agent, employee,  owner (if the percentage of
ownership exceeds 10% of the entity).  In the event that Executive's  employment
is  terminated  for any reason  following  a Change in Control  (whether  by the
Company or  Executive),  it is  expressly  acknowledged  that there  shall be no
limitation on any activity of Executive,  including direct  competition with the
Company or its successor, and Company shall not be entitled to injunctive relief
with respect to any such activities of Executive.

         10.  Assignment.  The parties  acknowledge that this Agreement has been
entered into due to, among other things,  the special  skills of Executive,  and
agree that this Agreement may not be assigned or  transferred  by Executive,  in
whole or in part, without the prior written consent of Company.

         11. Notices. All notices,  requests,  demands, and other communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given if delivered or seven days after mailing if mailed, first class,
certified mail postage prepaid:

To the Company:   Peoples Bancorporation
                  Post Office Box 1989
                  Easley, South Carolina 29641
                  Attn:  Chairman of the Board

To Executive:     [Executive's name
                   and address]

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Any party may change the address to which notices, requests,  demands, and other
communications  shall be  delivered  or mailed by giving  notice  thereof to the
other party in the same manner provided herein.

         12.  Provisions  Severable.  If any provision or covenant,  or any part
thereof, of this Agreement should be held by any court to be invalid, illegal or
unenforceable,  either  in whole  or in part,  such  invalidity,  illegality  or
unenforceability  shall not affect the validity,  legality or  enforceability of
the remaining provisions or convenants,  or any part thereof, of this Agreement,
all of which shall remain in full force and effect.

         13.  Remedies.  The  Executive  acknowledges  that  if he  breaches  or
threatens to breach his covenants and agreements in this Agreement, such actions
may  cause  irreparable  harm and  damage  to the  Company  which  could  not be
compensated  in damages.  Accordingly,  if  Executive  breaches or  threatens to
breach this Agreement,  the Company shall be entitled to injunctive  relief,  in
addition  to any other  rights or  remedies  of the  Company.  In the event that
Executive is  reasonably  required to engage legal counsel to enforce his rights
hereunder  against the Company,  Executive shall be entitled to receive from the
Company his reasonable  attorney's fees and costs; provided that Executive shall
not be entitled  to receive  those fees and costs  related to  matters,  if any,
which were the  subject of  litigation  and with  respect to which a judgment is
rendered against Executive.

         14.  Waiver.  Failure  of  either  party  to  insist,  in one  or  more
instances,  on performance by the other in strict  accordance with the terms and
conditions of this Agreement shall not be deemed a waiver or  relinquishment  of
any right  granted in this  Agreement or of the future  performance  of any such
term or condition or of any other term or  condition of this  Agreement,  unless
such waiver is contained in a writing signed by the party making the waiver.

         15.  Amendments  and  Modifications.  This  Agreement may be amended or
modified only by a writing signed by other parties hereto.

         16.  Governing Law. The validity and effect of this Agreement  shall be
governed by and construed and enforced in accordance  with the laws of the State
of South Carolina.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.


                                                     EXECUTIVE


                                                     --------------------------


                                                     ---------------------------
                                                     BY: Chairman of the Board

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                           APPENDIX A TO EXHIBIT 10.8

Name of Executive              Position                               Salary
-----------------              --------                               ------

William B. West                Senior Vice President and CFO          $95,000
David C. King                  Subsidiary President                   $90,000
F. Davis Arnette, Jr.          Subsidiary Presndent                   $90,000