Exhibit 10.4
    

    

    

    
      ROGERS CORPORATION
VOLUNTARY
      DEFERRED COMPENSATION PLAN
FOR
      KEY EMPLOYEES
    

    

    

    
      (As Amended and Restated Effective as
      of October 24, 2007)
    

    

    

    
      THIRD AMENDMENT
    

    

    

    
      Pursuant to the powers and procedures for
      amendment of the Rogers Corporation Voluntary Deferred Compensation Plan
      For Key Employees, as amended and restated effective as of October 24,
      2007, as further amended effective on May 20, 2008, and as further
      amended effective on July 30, 2009 (the “Plan”), the Compensation and
      Organization Committee of the Board of Directors of Rogers Corporation
      (the “Committee”) hereby amends the Plan as follows:
    

    
      1.  Section 4 of the Plan is hereby
      amended in its entirety to read as follows:
    

    
      “4.       Deferral
      Elections
    

    
      (a)       A Participant’s election to
      defer payments under Section 2 above (a “Deferral Election”) shall be in
      writing and shall be deemed to have been made upon receipt and
      acceptance by the Company.  Separate Deferral Elections shall be made
      under Section 2 with respect to Salary payable as Stock Compensation,
      Salary payable as Cash Compensation, Bonus payable as Stock Compensation
      and Bonus payable as Cash Compensation, in each case payable with
      respect to amounts payable for services during a calendar year;
      provided, however, that a Participant cannot elect to defer any payment
      of any portion of his or her Stock Compensation earned with respect to
      periods of employment on or after January 1, 2010.
    

    
      (b)       Subject to Sections 4(c) and
      4(d) below, in order to be effective hereunder, a Deferral Election for
      Salary and/or Bonus payable for services during any calendar year must
      be made not later than the December 31st of the immediately preceding
      calendar year, and in any case shall specify the time and method of
      payment pursuant to Section 6 below applicable to the amount(s) deferred
      hereunder.
    

    
      (c)       Notwithstanding anything to the
      contrary in Section 4(b) above, in the case of any Bonus with a
      performance period of at least 12 months that begins on or after January
      1, 2011 and that qualifies as “performance-based compensation” (as
      defined in Treas. Reg. §1.409A-1(e)), a Participant may make a Deferral
      Election with respect to such performance-based compensation on or
      before the date that is six months before the end of such performance
      period (i.e., June 30th for a calendar year performance period),
      provided that (i) the Participant performs services continuously from
      the later of the beginning of such performance period or the date the
      performance criteria are established through the date an election is
      made under this Section 4(c), (ii) an election to defer
      performance-based compensation may not be made after such compensation
      has become readily ascertainable and (iii) the Company may determine in
      its sole discretion from time to time not to allow a Participant to
      defer Bonuses under this Section 4(c).  The requirements for a Deferral
      Election under this Section 4(c) shall be interpreted consistent with
      the requirements of Treas. Reg. §1.409A-2(a)(8).
    

    
      (d)       Notwithstanding anything to the
      contrary in Section 4(b) above, any person who becomes a Participant
      during a calendar year may make Deferral Elections for such calendar
      year with respect to Salary and/or Bonus payable solely with respect to
      services after such Deferral Elections are made at any time on or before
      the 30th day after the date he or she becomes a Participant.  The
      requirements for a Deferral Election under this Section 4(d) shall be
      interpreted consistent with the requirements of Treas. Reg.
      §1.409A-2(a)(7).
    

    
      (e)       A Deferral Election made under
      this Section 4 shall become irrevocable and may not be revised after the
      last date on which it could have been made under this Section 4.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (f)        A deferral made with respect to
      a Participant’s Salary shall be effected by reducing the Participant’s
      Salary payments (Stock Compensation, Cash Compensation or both, as
      applicable) in equal amounts or percentages for each pay period unless
      (i) the Company mandates another method of reduction, in its sole
      discretion or, (ii) the Participant elects another method of reduction
      which the Company has not determined to be administratively burdensome.”
    

    

    

    
      2.  The following is hereby added to the
      Plan as new Section 6(h):
    

    
      “(h)     If, at any time following a
      Participant’s “separation from service” (as defined under Section 409A
      of the Code), it is determined that the 409A Amount is less than the
      then applicable dollar amount under Section 402(g)(1)(B) of the Code,
      then, notwithstanding any other provision of this Section 6 (other than
      the six-month delayed payment prohibition for specified employees under
      Section 6(a) above), the Company may, in its sole discretion, distribute
      the 409A Amount as a single-sum payment.  Any exercise of such
      discretion by the Company shall be set forth in writing, and a limited
      cash out payment under this Section 6(h) shall result in the termination
      and liquidation of the entirety of the Participant’s interest under all
      agreements, methods, programs, or other arrangements with respect to
      which deferrals of compensation are treated as having been deferred
      under a single nonqualified deferred compensation plan under
      §1.409A-1(c)(2) (but not including the Grandfathered Amount).  The
      requirements for a limited cashout payment under this Section 6(h) shall
      be interpreted consistent with the requirements of Treas. Reg.
      §1.409A-3(j)(4)(v).”
    

    

    

    
      3.  The following is hereby added to the
      Plan as new Section 6(i):
    

    
      “(i)      If it is determined that a
      Participant’s Grandfathered Amount is less than the then applicable
      dollar amount under Section 402(g)(1)(B) of the Code, then,
      notwithstanding any other provision of this Section 6, the Company may,
      in its sole discretion, distribute the total balance of such
      Participant’s Grandfathered Amount as a single-sum payment.  Any
      exercise of such discretion by the Company shall be set forth in
      writing.  A limited cash out payment under this Section 6(i) shall
      result in the termination and liquidation of the entirety of the
      Grandfathered Amount and any similar benefits grandfathered under
      Section 409A.  The requirements for a limited cashout payment under this
      Section 6(i) shall be interpreted in accordance with the requirements of
      Treas. Reg. §1.409A-6(a)(4)(i)(E).”
    

    
      4.  Except as expressly amended by this
      Third Amendment, the Plan in all other respects remains in full force
      and effect and is hereby confirmed.”
    

    

    

    
      IN WITNESS WHEREOF, the Committee has
      caused this Third Amendment to the Plan to be duly executed on this 12th
      day of February, 2010.

    

    
    	
           
        	
          ROGERS CORPORATION
        
	

        	
          By:
        	
          /s/ Robert M. Soffer
        
	

        	

        	
           
        
	

        	
          Its:
        	
          Vice President and Secretary