Exhibit 10.2

                                                                  EXECUTION COPY


                           SECURITIES PLEDGE AGREEMENT


               Securities  Pledge  Agreement  dated  as of June 17,  2008  (this
"Agreement") made by Rogers Corporation,  a Massachusetts corporation having its
principal place of business at One Technology Drive,  Rogers,  Connecticut 06263
(the "Pledgor").

RECITALS:

A.             Rogers Technologies  (Barbados) SRL, a corporation  organized and
existing  under the laws of Barbados  having its principal  place of business at
Fidelity House, Wildey Business Park, St. Michael, Barbados ("Rogers Barbados"),
and Rogers N.V., a corporation  organized and existing under the laws of Belgium
having its principal  office at Afrikalaan 188, B-9000,  Gent,  Belgium ("Rogers
Belgium")  (Rogers  Barbados,  and Rogers  Belgium  are  sometimes  referred  to
individually as a "Pledged Company" and collectively as the "Pledged Companies")
are subsidiaries of the Pledgor.

B.             The  Pledgor  is the  legal  and  beneficial  owner of 99% of the
issued and  outstanding  common  shares of Rogers  Belgium  and is the legal and
beneficial  owner of 99% of the issued and  outstanding  common shares of Rogers
Barbados.

C.             Pursuant to a certain  Multicurrency  Revolving  Credit Agreement
dated as of November 13, 2006,  as amended by Amendment  No. 1 to  Multicurrency
Revolving  Credit  Agreement  dated as of  November  10,  2007 and as amended by
Amendment  No. 2 (the "Second  Amendment")  to  Multicurrency  Revolving  Credit
Agreement  dated  as of the date  hereof  by and  between  the  Pledgor  and RBS
Citizens,  National  Association (the "Bank"),  a national banking  association,
(the "Credit  Agreement")  the Bank agreed,  subject to the terms and conditions
set forth therein, to extend credit to the Pledgor.

D.             As  security  for the  Pledgor's  obligations  under  the  Credit
Agreement,  the Bank is  requiring  the Pledgor to grant a security  interest in
certain  shares of the common stock of the Pledged  Companies  owned and held by
Pledgor, which shares constitute sixty-five percent (65%) of the common stock of
each of the Pledged Companies issued and outstanding as of the date hereof,  the
stock  certificate  numbers  of the same  being  listed on  attached  Schedule 1
hereto.

               In  consideration of the foregoing and other  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged  by the Pledgor,  the
Pledgor agrees as follows:

                                    ARTICLE 1
                                 INTERPRETATION

               Section 1.1   Capitalized Terms. All capitalized terms  used  but
not otherwise  defined in this Agreement  shall have the meanings  attributed to
them in the Credit Agreement.

               Section 1.2   Amendments,  Restatements,  etc. All references  to
agreements  (including  this  Agreement)  and to other  documents or instruments
herein shall be deemed to refer to that agreement, document or instrument as the
same may be amended,  restated,  supplemented or otherwise modified from time to
time.


                                       1
<PAGE>

               Section 1.3   Laws,  Statutes,   etc.  All  references  to  laws,
statutes,  acts or regulations in this Agreement shall be deemed to refer to the
same as such may be amended, restated, supplemented or otherwise modified and in
force from time to time.

               Section 1.4   Recitals. Each  of  the  Recitals  and  Schedule  1
shall, for all purposes hereof, form an integral part of this Agreement.

                                    ARTICLE 2
                                    SECURITY

               Section 2.1   Pledge. (1) The Pledgor hereby assigns,  mortgages,
charges, hypothecates and pledges to the Bank, and grants a security interest in
the securities in the capital of the Pledged  Companies  described on Schedule 1
hereto  and  hereby  deposits  with the Bank any and all  security  certificates
evidencing such securities (collectively,  together with the securities referred
to in Sections  2.1(2) and  2.3(3),  the  "Securities")  upon and subject to the
terms hereof.

       (2)     The  Securities   shall  include  any   substitutions   therefor,
additions  thereto  or  proceeds  thereof,  arising  out of  any  consolidation,
subdivision, reclassification, stock dividend or similar increase or decrease in
or alteration of the capital of the Pledged Companies or any other event.

       (3)     The Securities  endorsed in blank for transfer shall forthwith be
delivered to and remain in the custody of the Agent or its nominee to be held by
the Agent or its nominee for the benefit of the Bank, as general and  continuing
collateral  security for the payment and performance of the Obligations.  Any or
all Securities  may, at the option of the Bank, be registered in the name of the
Bank or its  nominee.  The Pledgor  covenants  to deliver  such stock powers and
similar  documents with respect to the Securities as the Bank or its nominee may
reasonably from time to time request,  satisfactory in form and substance to the
Bank. If the constating  documents of either of the Pledged  Companies  restrict
the transfer of the Securities,  then the Pledgor shall also deliver to the Bank
a  certified  copy of a  resolution  of the  directors  or  shareholders  of the
relevant Pledged  Companies  consenting to the transfer(s)  contemplated by this
Pledge.

               Section 2.2   Obligations   Secured.   (1)    The    assignments,
mortgages, charges, hypothecations and pledges granted hereby (collectively, the
"Pledge")  secure  the  payment  and  the  performance  by  the  Pledgor  of the
Obligations.

       (2)     All expenses,  costs and charges  incurred by or on behalf of the
Bank in connection  with, the  preservation  of the Pledge or the realization of
the  Securities,  including all legal fees,  court costs,  receiver's or agent's
remuneration and other expenses of taking possession of,  protecting,  insuring,
preparing  for  disposition,   realizing,   registering,   collecting,  selling,
transferring, delivering, enforcing or obtaining payment of the Securities shall
be added to and form a part of the Obligations.

               Section 2.3   Attachment.  (1) The  Pledgor  and the Bank  hereby
acknowledge  that (i) value has been given by the Bank to the Pledgor;  (ii) the
Pledgor  has  rights in the  Securities;  (iii) the  Pledgor  has not  agreed to
postpone the time of attachment of the Pledge; and (iv) the Pledgor has received
a duplicate original copy of this Agreement.

       (2)     If  the  Securities  are  now  or at any  time  hereafter  become
evidenced  in  whole  or in  part by  uncertificated  securities  registered  or
recorded in records  maintained by or on behalf of a Pledged Company in the name
of a clearing  agency or a  custodian  or of a nominee of  either,  the  Pledgor
shall, at the request of the Bank, cause the Pledge to be entered in the records
of the clearing agency.


                                       2
<PAGE>

       (3)     If  the  Pledgor   acquires  any   certificates   evidencing  the
Securities not already delivered to the Bank after the date hereof,  the Pledgor
will,  forthwith  upon  receipt  by  the  Pledgor,  deliver  to  the  Bank  such
certificates  and  shall,  at the  request of the Bank:  (i) cause the  transfer
thereof to the Bank to be registered wherever,  in the opinion of the Bank, such
registration  may be  required  or  advisable;  (ii) duly  endorse  the same for
transfer in blank or as the Bank may direct;  and (iii) forthwith deliver to the
Bank any and all  consents  or  other  instruments  or  documents  which  may be
necessary  to effect the  transfer  of the  Securities  to the Bank or any third
party, as the Bank may direct.

               Section 2.4   Bank's Care and Custody of Securities. (1) The Bank
shall not be bound to collect,  dispose of,  realize,  protect or enforce any of
the Pledgor's right,  title and interest in and to the Securities,  to institute
proceedings  for the purpose  thereof or to take any steps necessary to preserve
rights against prior parties in respect thereof.

       (2)     The  Bank  need  not see to the  collection  of  dividends  on or
exercise  any option or right in  connection  with the  Securities  and need not
protect or preserve them from any loss of value and is hereby  released from all
responsibility  for loss of value.  The Bank shall be bound to  exercise  in the
keeping of the Securities only the same degree of care as it would exercise with
respect to its own securities kept at the same place.

               Section 2.5   Rights of  the  Pledgor.  (1) Until (i) an Event of
Default has occurred and is continuing,  (ii) the Pledge has become enforceable,
and (iii) the Bank has delivered  written  notice to the Pledgor  suspending the
Pledgor's  right to vote the  Securities,  the Pledgor shall be entitled to vote
the Securities and to receive all dividends,  payments or other distributions in
respect thereof.

       (2)     Except as otherwise provided in the Loan Documents,  whenever the
Pledge has become  enforceable and the Bank has delivered  written notice to the
Pledgor suspending the Pledgor's right to vote the Securities, all rights of the
Pledgor to exercise  the voting and other  rights or to receive  the  dividends,
payments and other  distributions  it would otherwise be entitled to exercise or
receive shall cease,  and all such rights shall  thereupon  become vested solely
and absolutely in the Bank.

       (3)     Any dividends, payments or other distributions received hereunder
by (i) the Bank prior to the Pledge  becoming  enforceable  in  accordance  with
Section  2.5(1);  or (ii) the Pledgor  contrary  to Section  2.5(2) or any other
moneys or other property which may be received by the Pledgor at any time for or
in respect of the Securities  contrary  thereto shall, in each case, be received
by such party as  trustee  for the party  entitled  hereunder  to  receive  such
amounts and shall be forthwith paid over thereto.

                                    ARTICLE 3
                                   ENFORCEMENT

               Section 3.1   Default. The Pledge shall be and become enforceable
against the Pledgor  following the occurrence  and during the  continuance of an
Event of Default.

               Section 3.2   Remedies.    Whenever   the   Pledge   has   become
enforceable,  the Bank may at any time, in its sole discretion,  realize upon or
otherwise dispose of or contract to dispose of the Securities by sale,  transfer
or delivery or may  exercise  and enforce all rights and remedies of a holder of
the  Securities as if the Bank were the absolute  owner thereof  (including,  if
necessary,  causing the  Securities to be registered in the name of the Agent or
its nominee),  without demand of performance or other demand,  advertisement  or
notice of any kind to or upon the Pledgor  and any such remedy may be  exercised
separately or in combination and shall be in addition to and not in substitution
for any other rights the Bank, or either of them, may have, however created. The
Bank shall not be bound to exercise  any such right or remedy,  and the exercise
of such rights and remedies shall be without prejudice to the rights of the Bank
in respect of the Obligations.


                                       3
<PAGE>

               Section 3.3   Appointment   of   Attorney.   The  Pledgor  hereby
irrevocably  appoints  the Bank (and any  officer  thereof)  as  attorney of the
Pledgor  (with full power of  substitution)  to  exercise  in the name of and on
behalf of the Pledgor at any time after the Pledge has become enforceable any of
the Pledgor's right (including the right of disposal), title and interest in and
to the Securities, including the execution,  endorsement,  delivery and transfer
of the Securities to the Bank, their respective nominees or transferees, and the
Bank and its respective nominees or transferees are hereby empowered to exercise
all rights and powers and to perform all acts of  ownership  with respect to the
Securities  at any time  after the Pledge  has  become  enforceable  to the same
extent as the  Pledgor  might do.  The power of  attorney  herein  granted is in
addition to, and not in substitution for, any stock power of attorney  delivered
by the  Pledgor  and such  powers of  attorney  may be  relied  upon by the Bank
severally or in  combination.  All acts of any such attorney are hereby ratified
and approved,  and such attorney shall not be liable for any act, failure to act
or any  other  matter  or  thing in  connection  therewith,  except  for its own
negligence or willful misconduct.

               Section 3.4   Dealing with the Securities and the Pledge. (1) The
Bank shall not be obliged to exhaust  its  recourse  against  the Pledgor or any
other Person or Persons or against any other  security or guarantees it may hold
in respect of the Obligations  before  realizing upon or otherwise  dealing with
the Securities in such manner as it may consider desirable.

       (2)     The Bank may grant extensions or other indulgences, take and give
up securities, accept compositions,  grant releases and discharges and otherwise
deal with the Pledgor and with other parties, sureties or securities as the Bank
may see fit without  prejudice to the  Obligations  or the rights of the Bank in
respect of the Securities.

       (3)     The Bank shall not be (i) liable or  accountable  for any failure
to collect,  realize or obtain payment in respect of the Securities;  (ii) bound
to institute proceedings for the purpose of collecting,  enforcing, realizing or
obtaining  payment of the Securities or for the purpose of preserving any rights
of the Bank,  the  Pledgor  or any  other  parties  in  respect  thereof;  (iii)
responsible  for any  loss  occasioned  by any sale or  other  dealing  with the
Securities  or by  the  retention  of or  failure  to  sell  or  otherwise  deal
therewith,  other than loss occasioned by gross negligence or wilful misconduct;
or (iv) bound to protect the Securities  from  depreciating in value or becoming
worthless.

               Section 3.5   Standards of Sale. Without prejudice to the ability
of the  Bank  to  dispose  of  the  Securities  in any  other  manner  which  is
commercially  reasonable,   the  Pledgor  acknowledges  that  a  disposition  of
Securities by the Bank which takes place  substantially  in accordance  with the
following provisions shall be deemed to be commercially reasonable:

       (a)     Securities may be disposed of in whole or in part;

       (b)     Securities may be disposed of by public sale, private contract or
               otherwise, with or  without  advertising  and  without  any other
               formality, except as required by law;

       (c)     if permitted by law, any purchaser of such Securities  may be the
               Bank or a customer of the Bank;


                                       4
<PAGE>

       (d)     any sale conducted by the Bank shall be at such time  and  place,
               on such  notice and in  accordance  with such  procedures  as the
               Bank, in its sole discretion, may deem advantageous;

       (e)     Securities may be  disposed  of in any  manner  and on any  terms
               necessary  to  avoid  violation  of  applicable  law  (including,
               without  limitation,  compliance  with  such  procedures  as  may
               restrict  the  number  of  prospective  bidders  and  purchasers,
               require that such prospective bidders and purchasers have certain
               qualifications,   and  restrict  such  prospective   bidders  and
               purchasers to persons who will  represent and agree that they are
               purchasing  for their own account for  investment  and not with a
               view to the distribution or resale of the Securities) or in order
               to obtain any  required  approval of the  disposition  (or of the
               resulting  purchase) by any governmental or regulatory  authority
               or official;

       (f)     a disposition of Securities may be on such terms  and  conditions
               as to credit or  otherwise as the Bank,  in its sole  discretion,
               may deem advantageous; and

       (g)     the Bank may establish an  upset  or  reserve  bid  or  price  in
               respect of the Securities.

               Section 3.6   Application   of   Moneys.   Any  proceeds  of  the
Securities may be held in lieu of the  Securities  realized upon and may, as and
when the Bank sees fit,  be  applied  or  appropriated  as the Bank may elect on
account of the Obligations and the balance, if any, shall be paid to the Pledgor
or as a court  of  competent  jurisdiction  may  direct.  If  there  shall  be a
deficiency after such application, then the Pledgor shall remain liable for such
deficiency and shall pay the amount of such deficiency to the Bank forthwith.

               Section 3.7   Dealings by Third Parties. (1)  No  person  dealing
with the Bank or its agent or a receiver  shall be  required  to  determine  (i)
whether the Pledge has become  enforceable;  (ii)  whether the powers  which the
Bank or its agent is  purporting  to  exercise  have become  exercisable;  (iii)
whether any money remains due to the Bank by the Pledgor;  (iv) the necessity or
expediency of the stipulations and conditions subject to which any sale shall be
made; (v) the propriety or regularity of any sale or of any other dealing by the
Bank with the Securities; or (vi) to see to the application of any money paid to
the Bank.

       (2)     Any  purchaser  of  Securities  from  the  Bank  shall  hold  the
Securities absolutely,  free from any claim or right of whatever kind, including
any equity of redemption,  of the Pledgor,  which it hereby  specifically waives
(to the fullest  extent  permitted  by law) as against any such  purchaser,  all
rights of redemption,  stay or appraisal which the Pledgor has or may have under
any rule of law or statute now existing or hereafter adopted.

                                   ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

               Section  4.1  Representations   and   Warranties.   The   Pledgor
represents and warrants to the Bank that:

       (a)     Schedule 1 correctly  sets forth the percentage of the issued and
               outstanding  securities of each class of the equity  interests of
               the Pledged Companies represented by such Securities;

       (b)     the Securities have been duly and validly authorized  and  issued
               by each Pledged Company and are fully paid and nonassessable;


                                       5
<PAGE>

       (c)     except for the security interests  granted  hereunder the Pledgor
               (i) is and, subject to any transfers made in compliance with this
               Agreement or the Credit Agreement, will continue to be the direct
               owner, beneficially and of record, of the Securities indicated on
               Schedule 1, (ii) holds the same free  and  clear  of  all  Liens,
               (iii) will make no assignment,  pledge, hypothecation or transfer
               of, or create or  permit  to exist any  security  interest  in or
               other Lien on, the  Securities,  other than Liens created by this
               Agreement,  and transfers made in compliance with this Agreement,
               and (iv) will  cause any and all  Securities,  whether  for value
               paid by the Pledgor or otherwise,  to be forthwith deposited with
               the Bank and pledged or assigned hereunder;

       (d)     except for  restrictions  and  limitations  imposed  by the  Loan
               Documents, the constating  documents of each Pledged Company,  or
               securities laws generally, the Securities are  and  will continue
               to be  freely  transferable  and  assignable,  and  none  of  the
               Securities  are or will be subject to any option,  right of first
               refusal  or  contractual  restriction  of any  nature  that might
               prohibit,  impair,  delay or otherwise  affect the pledge of such
               Securities  hereunder,  the sale or disposition  thereof pursuant
               hereto  or the  exercise  by the  Bank  of  rights  and  remedies
               hereunder;

       (e)     the Pledgor  (i)  has the  power  and  authority  to  pledge  the
               Securities pledged by it hereunder  in the manner  hereby done or
               contemplated  and  (ii) will defend its title or interest thereto
               or therein against any and all Liens (other than the Lien created
               by this Agreement), however arising, of all Persons whomsoever;

       (f)     no consent  or  approval  of  any  governmental  authority,   any
               securities exchange or any other Person was  or is  necessary  to
               the validity of the pledge  effected  hereby  (other than such as
               have been obtained and are in full force and effect);

       (g)     subject to  any  security   interests  granted  under,  when  any
               certificates evidencing  Securities  are delivered to the Bank in
               accordance with this  Agreement,  the Bank  will  obtain a legal,
               valid  and   perfected  first-priority  lien  upon  and  security
               interest  in the  Securities  as  security  for the  payment  and
               performance of the Obligations; and

       (h)     the pledge effected  hereby is  effective to vest in the Bank the
               rights of the Bank in the Securities as set forth herein.

                                    ARTICLE 5
                                     GENERAL

               Section 5.1   Discharge.   This  Pledge  shall  be  released  and
discharged upon, but only upon (i) the irrevocable and unconditional  payment in
full of the Obligations under the Credit Agreement and the other Loan Documents;
and (ii) the  request in  writing  for such  discharge.  Upon such  release  and
discharge,  the Bank shall deliver the Securities to the Pledgor with all powers
of attorney or transfers duly signed so as to permit  completion of the transfer
of the Securities of the Pledgor. Upon request in writing by, and at the expense
of, the Pledgor,  the Bank shall  execute and deliver to the Pledgor such deeds,
releases,  discharges or other  instruments  as shall be reasonably  required to
evidence  the  discharge  and release of this Pledge and the  security  interest
hereby constituted.

               Section 5.2   No   Representations,   etc.  There  are  no  other
representations,  collateral agreements, covenants or conditions with respect to
this  Agreement or affecting the  Pledgor's  liability  hereunder  other than as
referenced  in this  Agreement or as contained in the Credit  Agreement  and the
other Loan Documents.


                                       6
<PAGE>

               Section 5.3   No Merger, etc. No judgment recovered  by the Agent
shall  operate by way of merger of or in any way affect the Pledge,  which is in
addition to and not in substitution for any other security now or hereafter held
by the Agent in respect of the Obligations.

               Section 5.4   Amendments,   Waivers,   etc. (1) No  amendment  or
waiver of any provision of this  Agreement,  nor consent to any departure by the
Pledgor from such  provisions,  shall be effective unless approved in writing by
the Bank.  Any  amendment,  waiver or  consent  shall be  effective  only in the
specific instance and for the specific purpose for which given.

       (2)     No  amendment,  waiver or consent  shall,  unless in writing  and
signed by the Bank and the Pledgor,  affect the rights or duties of the Bank and
the Pledgor under this Agreement.

       (3)     No failure on the part of the Bank to  exercise,  and no delay in
exercising,  any right under any of this Agreement  shall operate as a waiver of
such  right;  nor shall any single or partial  exercise  of any right under this
Agreement  preclude any other or further exercise thereof or the exercise of any
other right.

               Section 5.5   Further Assurances. The Pledgor  shall from time to
time, whether before or after the Pledge shall have become  enforceable,  do all
such  acts and  things  and  execute  and  deliver  all such  deeds,  transfers,
assignments  and  instruments as the Bank may reasonably  require for protecting
the  Securities  or  perfecting  the  Pledge  and  for  exercising  all  powers,
authorities  and  discretions  hereby  conferred  upon the Bank, and the Pledgor
shall,  from time to time after the Pledge has become  enforceable,  do all such
acts and things and execute and deliver all such deeds,  transfers,  assignments
and  instruments  as the  Bank  may  require  for  facilitating  the sale of the
Securities in connection with any realization thereof or otherwise giving effect
to the rights and remedies of the Bank pursuant hereto.

               Section 5.6   Successors  and  Assigns. This  Agreement  shall be
binding upon and shall enure to the benefit of the parties and their  respective
successors and permitted assigns. The Pledgor shall not have the right to assign
its rights or  obligations  hereunder or any interest  herein  without the prior
written  consent  of the  Bank.  The  Bank  may  assign  any of  its  rights  or
obligations hereunder without the prior written consent of the Pledgor.

               Section 5.7   Headings, etc. The division of this Agreement  into
articles,  sections  and  subsections  and the  insertion  of  headings  are for
convenience  of  reference  only  and  shall  not  affect  the  construction  or
interpretation thereof.

               Section 5.8   Severability. If any  provision  of this  Agreement
shall be deemed by any court of  competent  jurisdiction  to be invalid or void,
the remaining provisions shall remain in full force and effect.

               Section 5.9   Conflict.   In   the   event  of  a   conflict   or
inconsistency between the provisions of this Agreement and the provisions of the
Credit  Agreement or any other Loan  Documents,  the provisions  giving the Bank
greater  rights or remedies  shall  govern (to the maximum  extent  permitted by
applicable  law), it being  understood that the purpose of this  Agreement,  the
Credit  Agreement  and the other Loan  Documents  is to add to, and not  detract
from,  the rights  granted to the Bank under the Credit  Agreement and the other
Loan Documents.

               Section 5.10  Counterparts. This Agreement may be executed in any
number of  counterparts,  each of which will be deemed to be an original and all
of  which  taken  together  will be  deemed  to  constitute  one  and  the  same
instrument.  Counterparts  may be executed  either in original or faxed form and
the parties adopt any signatures received by a receiving fax machine as original
signatures of the parties.


                                       7
<PAGE>

               Section 5.11  Notices.   Any demand,  notice,  request,  consent,
approval or other communication required or permitted to be made or given by any
party hereto to any other party hereto in connection  with this Agreement  shall
be  made  in  accordance  with  the  notice  procedures  set  out in the  Credit
Agreement.

               Section 5.12  Governing  Law. This Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of Massachusetts.

               IN WITNESS  WHEREOF the Pledgor has duly executed this  Agreement
as of the day set forth above.

                                     ROGERS CORPORATION


                                     By:   /s/ Robert D. Wachob
                                           -------------------------------------
                                           Robert D. Wachob
                                           President and Chief Executive Officer


                                     By:   /s/ Dennis M. Loughran
                                           -------------------------------------
                                           Dennis M. Loughran
                                           Vice President - Finance and
                                           Chief Financial Officer


                                       8
<PAGE>

                                   Schedule 1
                               Pledged Securities
                               ------------------



   Security           Number of         Certificate     Percentage of Issued and
    Issuer           Securities          Number(s)         Outstanding Shares
    ------           ----------          ---------         ------------------

Rogers Barbados


Rogers Belgium