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EXHIBIT 10.8




                     PERFORMANCE RESTRICTED STOCK AGREEMENT

PERFORMANCE RESTRICTED STOCK AGREEMENT made as of the 28th day of January, 2003,
between RPC, Inc., a Delaware corporation (hereinafter called the "Company"),
and ((Employee Name)), an employee of the Company or one or more of its
subsidiaries (hereinafter called the "Employee").

WHEREAS, the Company desires to grant to the Employee, as an incentive for
Employee to promote the interests of the Company and its subsidiaries, the right
to receive shares of its Common Stock, par value $0.10 per share (hereinafter
called the "Common Stock"), subject to certain performance and continued
employment vesting criteria, pursuant to the terms and provisions of the
Company's 1994 Employee Stock Incentive Plan (hereinafter called the "Plan"), as
hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth
and Employee's employment by the Company, the parties hereto agree as follows:

         THE PLAN. This Agreement is made pursuant to and in accordance with the
terms and provisions of the Plan. Anything in this Agreement to the contrary
notwithstanding, the terms and provisions of the Plan, all of which are hereby
incorporated herein by reference, shall be controlling in the event of any
inconsistency herewith.

       1.     ADMINISTRATION. Unless administration of the Plan is assumed by
              the Board of Directors of the Company, the Plan shall be
              administered by a committee of the Board of Directors of the
              Company, hereinafter referred to as the "Committee". The Committee
              is authorized and empowered to administer and interpret the Plan
              and this Agreement. Any interpretations of this Agreement or of
              the Plan made by the Committee shall be final and binding upon the
              parties hereto.

       2.     GRANT OF PERFORMANCE RESTRICTED STOCK. Effective as of January 28,
              2003 (the "Grant Date"), the Company hereby irrevocably grants to
              the Employee the right to receive the following five grants of
              shares of Common Stock, subject to satisfaction of the vesting
              requirements and the terms and conditions hereinafter set forth
              (such shares of Common Stock being hereinafter referred to in the
              aggregate as the "Performance Restricted Stock"):

<TABLE>
<CAPTION>

                            # OF       AVERAGE STOCK                NORMAL
                GRANT      SHARES      PRICE CONDITION           AWARD DATE
                -----      ------      ---------------           ----------
               <S>         <C>         <C>                   <C>
                  1                        $  10.91          January 28, 2004 *
                  2                           12.55          January 28, 2005 *
                  3                           14.43          January 28, 2006 *
</TABLE>

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<TABLE>
               <S>         <C>         <C>                   <C>
                  4                           16.60          January 28, 2007 *
                  5                           19.09          January 28, 2008 *
       Total Shares
</TABLE>

                                                o   (Refer to Paragraph 3 Below)


       3.     STOCK PERFORMANCE. No Performance Restricted Stock will be issued
              pursuant to any of the aforementioned grants unless and until the
              performance criteria set forth below in this Section 3 with
              respect to such grant have been satisfied:

                  (a) With respect to the first grant, the Average Closing Price
                  (defined to be the average closing price of the Common Stock
                  on the New York Stock Exchange for 10 consecutive trading days
                  occurring from and after the Grant Date) must equal or exceed
                  the Average Stock Price Condition for such grant (as disclosed
                  in the table in Section 2 above) on or before January 28,
                  2004.

                  (b) With respect to grants 2, 3 and 4, the Average Closing
                  Price must equal or exceed the Average Stock Price Condition
                  for such grant at some point within the twelve month period
                  beginning on the earlier to occur of (i) the Normal Award Date
                  for such grant (as disclosed in the table in Section 2 above),
                  or (ii) the date that the Average Closing Price first equaled
                  or exceeded the Average Stock Price Condition with respect to
                  the next previous grant.

                  (c) With respect to grant 5, the Average Closing Price must
                  equal or exceed the Average Stock Price Condition for such
                  grant on or before January 28, 2008.

              Subject to the provisions hereof and of the Plan, as soon as
              practicable after the performance conditions set forth above have
              been satisfied with respect to any grant the Performance
              Restricted Stock pertaining to such grant shall be issued in the
              name of Employee and held in escrow by the Company in accordance
              with Section 6 hereof. The date on which the Company becomes
              obligated to issue shares of Performance Restricted Stock with
              respect to any grant hereunder pursuant to the terms of this
              Section 3 is hereinafter referred to as the "Obligation Date" with
              respect to such Performance Restricted Stock. Should the
              Employee's employment with the Company terminate for any reason
              prior to the Obligation Date of any Performance Restricted Stock
              that is the subject of this Agreement, such Performance Restricted
              Stock shall not be issued and all rights hereunder with respect to
              such Performance Restricted Stock shall be forfeited.

              With respect to each grant, if the Average Closing Price does not
              equal or exceed the Average Stock Price Condition for such grant
              within the required time period, the shares of Performance
              Restricted Stock to which the grant pertains shall not be issued;
              provided, however, that if the Average Closing Price equals or
              exceeds the Average Stock Price Condition with respect to

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              grant 5 at any time on or before January 28, 2008, all shares of
              Performance Restricted Stock pertaining to all five grants made
              pursuant to this Agreement shall be issued in accordance with the
              provisions of the foregoing paragraph hereof. If the Average
              Closing Price does not equal or exceed the Average Stock Price
              Condition with respect to grant 5 at any time on or before January
              28, 2008, all shares of Performance Restricted Stock pertaining to
              grants made pursuant to this Agreement which have not previously
              been issued shall be forfeited by Employee.

       4.     SERVICE/EMPLOYMENT. Once issued in accordance with Section 3
              above, each Performance Restricted Stock award shall vest upon
              that date which is the earlier of (a) the fifth (5th) anniversary
              of the Obligation Date applicable to such award, or (b) the date
              Employee reaches age 65, but only if, through such date, Employee
              shall have been in the continuous employ of the Company or a
              subsidiary thereof, in a position of equivalent or greater
              responsibility as on the Grant Date. If Employee's employment with
              the Company terminates at any time prior to the vesting pursuant
              to this Section 4 of any Performance Restricted Stock issued in
              his or her name, he or she shall forfeit all such unvested
              Performance Restricted Stock, unless the Employee's employment
              terminates due to his or her death or permanent disability (as
              determined by the Committee in accordance with the Plan), in which
              case any such unvested Performance Restricted Stock shall vest
              immediately. Any Performance Restricted Stock that is issued
              pursuant to Section 3 after age 65, but before Retirement (as
              defined in the Plan), shall vest immediately upon the issuance
              thereof. The transfer of employment by Employee between the
              Company and a subsidiary thereof shall not be deemed a termination
              of employment under the Plan or this Agreement.

       5.     ESCROW; DIVIDENDS AND VOTING RIGHTS. Prior to the completion of
              the vesting period referenced in Section 4 above, all issued
              (earned) shares of Performance Restricted Stock shall be held in
              escrow by the Company for the benefit of Employee. During such
              period, prior to any forfeiture of the shares, Employee shall
              receive all cash dividends declared with respect to the shares and
              shall have the right to exercise all voting rights with respect to
              the shares. At the discretion of the Company, any share
              certificates so held in escrow shall be inscribed with a legend
              referencing the transfer restrictions contained in this Agreement
              and any other applicable transfer restrictions. Any share
              certificates issued pursuant to a stock split or as dividends with
              respect to the Performance Restricted Stock held in escrow shall
              also be held in escrow on the same terms as the Performance
              Restricted Stock and shall be released at the same time as, and
              subject to the same risk of forfeiture as, the shares with respect
              to which they were issued. Any issued Performance Restricted Stock
              which the Employee does not forfeit pursuant to Section 4 above
              shall be transferred to the Employee free of any forfeiture
              conditions under the Plan or this Agreement as soon as practicable
              after the service vesting condition under Section 4 above has been
              satisfied or no longer applies; provided, however, that if the
              Committee at any time before such transfer reasonably determines
              that the Employee might have violated any applicable criminal law,
              the Committee shall have the right to cause all of Employee's
              Performance

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              Restricted Stock then held in escrow to be forfeited, without
              regard to whether (i) Employee has satisfied the service vesting
              condition set forth in Section 4 before the date the Committee
              makes such determination, or (ii) Employee's employment is (or
              might have been) terminated as a result of such conduct.

       6.     NON-TRANSFERABILITY. No rights granted pursuant to this Agreement
              shall be assignable or transferable, and such rights shall not be
              subject to execution, attachment or other process until that date
              on which the Performance Restricted Stock vests pursuant to
              Section 4. The Company may, at its discretion, place a legend to
              such effect on the certificates representing the shares of
              Performance Restricted Stock and issue appropriate stop transfer
              instructions to the Company's transfer agent.

       7.     CHANGE IN CAPITALIZATION. In general, if the Company is merged
              into or consolidated with another corporation under circumstances
              in which the Company is not the surviving corporation, or if the
              Company is liquidated, or sells or otherwise disposes of
              substantially all of its assets to another corporation (any such
              merger, consolidation, etc. being hereinafter referred to as a
              "Non-Acquiring Transaction") while the Performance Restricted
              Stock is outstanding under the Plan, after the effective date of a
              Non-Acquiring Transaction Employee shall be entitled to receive
              such stock or other securities as the holders of the same class of
              stock as the Performance Restricted Stock shall be entitled to
              receive in such Non-Acquiring Transaction based upon the agreed
              upon conversion ratio or per share distribution. However, in the
              discretion of the Board of Directors, any vesting restrictions on
              the Performance Restricted Stock may continue in full force and
              effect, subject to whatever adjustments the Board of Directors
              deems appropriate. To the extent that the foregoing adjustments
              relate to stock or securities of the Company, such adjustments
              shall be made by the Board of Directors, whose determination in
              that respect shall be final, binding and conclusive. The Committee
              need not treat other holders of Performance Restricted Stock in
              the same manner as Employee is treated.

       8.     REQUIREMENT OF LAW. If any law, regulation of the Securities and
              Exchange Commission, or any regulation of any other commission or
              agency having jurisdiction shall require the Company or the
              Employee to take any action prior to the issuance or release from
              escrow of any shares of Performance Restricted Stock, then the
              date upon which the Company shall deliver or cause to be issued or
              released from escrow the certificate or certificates for such
              shares of Performance Restricted Stock shall be postponed until
              full compliance has been made with all such requirements or law or
              regulations. Further, at or before the time of issuance of any
              shares of Performance Restricted Stock, the Employee shall, if
              requested by the Company, deliver to the Company his/her written
              statement that he/she intends to hold such shares for investment
              and not with a view to resale or other distribution thereof to the
              public. Further, in the event the Company shall determine that, in
              compliance with the Securities Act of 1933, as amended, or other
              applicable statute or regulation, it is necessary to register any
              of the shares of Performance Restricted Stock, or to qualify any
              such shares for

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              exemption from any of the requirements of the Securities Act of
              1933, as amended, or other applicable statute or regulations, then
              the Company shall take such action at its own expense, but not
              until such action has been completed shall the shares be issued in
              the name of the Employee.

       9.     WITHHOLDING. Employee shall have the right (absent any contrary
              action by the Committee and subject to satisfying the
              requirements, if any, of Rule 16b-3 promulgated pursuant to
              Section 16 of the Securities Exchange Act of 1934, as amended) to
              elect that the minimum tax withholding requirements applicable to
              the receipt of any award pursuant to this Agreement be satisfied
              through a reduction in the number of shares of Performance
              Restricted Stock issued or transferred to him or her, and the
              Committee shall have the right to reduce the number of shares of
              Performance Restricted Stock issued or transferred to the Employee
              in order to satisfy such minimum applicable tax withholding
              requirements.

      10.     NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to
              grant Employee the right to continued employment with the Company
              or to limit or restrict the right of the Company or any of its
              subsidiaries to terminate an Employee's employment at any time,
              with or without cause, or to increase or decrease the compensation
              of the Employee from the rate in existence at the date hereof.

       11.    GOVERNING LAW. This Agreement and all awards made and actions
              taken hereunder shall be governed by and construed in accordance
              with the Delaware General Corporation Law, to the extent
              applicable, and in accordance with the laws of the State of
              Georgia in all other respects.

         IN WITNESS WHEREOF, the Company has caused this Performance Restricted
Stock Agreement to be duly executed by an authorized officer, and the Employee
has hereunto set his/her hand, all as of the day and year first above written.

                                      RPC, Inc.


                                      By:
                                         ------------------------------------
                                      Its:  President


                                      ---------------------------------------
                                      Employee Name