a5541510ex10i.htm


    Exhibit
      10i

    


     

     ROGERS
      CORPORATION

    VOLUNTARY
      DEFERRED COMPENSATION PLAN

    FOR
      NON-MANAGEMENT DIRECTORS

     

    Amended
      And Restated Effective as of October 24, 2007

     

    1.           Name
      and Purpose.  The name of this plan is the Rogers Corporation
      Voluntary Deferred Compensation Plan For Non-Management Directors, as Amended
      and Restated Effective as of October 24, 2007 (the
“Plan”).  The purpose of the Plan is to permit each member of the
      Board of Directors (the “Board”) of Rogers Corporation (the “Company”) who is
      not an employee of the Company or any subsidiary of the Company (each, a
“Director”) to elect to defer all or a portion of his or her compensation from
      the Company.

    2.           Right
      to Defer.  Subject to the limitations set forth herein, for each
      calendar year beginning on or after January 1, 2000, each Director may elect
      to
      defer payment of up to 100% of each of (i) the portion of (A) the annual
      retainer fee or (B) the meeting fees, if any, payable to such Director in shares
      of capital stock, $1 par value (the “Stock”) of the Company (the “Stock Fees”)
      and/or (ii) the portion of (A) the annual retainer fee (for calendar years
      beginning on or after January 1, 2007) or (B) the meeting fees, if any, payable
      to such Director in cash (the “Cash Fees”), for service as a Director of the
      Company during such calendar year.

    3.           Deferral
      Elections.  A Director’s election to defer payments hereunder (a
“Deferral Election”) shall be in writing and shall be deemed to have been made
      upon receipt and acceptance by the Company.  In order to be effective
      hereunder, a Deferral Election for amounts payable for services during any
      calendar year must be made not later than December 31 of the preceding calendar
      year and shall specify the time and method of payment pursuant to Sections
      5(a)
      and 5(c) below applicable to the amount(s) deferred thereunder; provided,
      however, that a person who becomes a Director during a calendar year may make
      a
      Deferral Election for such calendar year with respect to amounts payable for
      services after such Deferral Election is made at any time on or before the
      30th day after
      the date he or she becomes a Director.  Notwithstanding the foregoing,
      any Deferral Election by a Director with respect to a Stock Fee shall be made
      in
      accordance with such rules and procedures as the Company deems necessary or
      appropriate to comply with the requirements of Section 16 of the Securities
      Exchange Act of 1934, as amended (the “Act”).  A Deferral Election
      made for a calendar year may not be revised after the last date on which it
      could have been made.

    
      
        
        

      

      
        1
          of
          16

        
          

        

      

      
        
        

      

    

    4.           Accounts;
      Crediting of Dividend Equivalents and Interest.

    (a)           All
      amounts deferred by a Director under this Plan shall be credited by the Company
      to a book account (a “Deferred Compensation Account”) in the name of such
      Director as of the date(s) which such amounts would have been paid to the
      Director but for his or her Deferral Election.  Separate sub-accounts
      will be maintained for deferred Stock Fees (which sub-accounts shall be
      maintained in terms of numbers of shares of Stock) and deferred Cash Fees (which
      sub-accounts shall be maintained in terms of dollars) for each calendar year;
      provided, however, that (i) deferred Stock Fees with respect to the same or
      different calendar years (including amounts converted pursuant to the next
      following paragraph) which are payable at the same time and pursuant to the
      same
      method may be combined into a single sub-account and (ii) deferred Cash Fees
      with respect to the same or different calendar years which are payable at the
      same time and pursuant to the same method and which are being credited with
      the
      same rate of interest may be combined into a single sub-account.

    
      
        
        

      

      
        2
          of
          16

        
          

        

      

      
        
        

      

    

    In
      addition to the foregoing, each Director shall be permitted to elect not later
      than December 31, 1999 to transfer as of December 31, 1999 up to 100% of the
      balance in such Director’s sub-account(s), if any, maintained in terms of
      dollars for previously deferred Cash Fees to a sub-account(s) maintained in
      terms of shares of Stock.  Such transfer shall be accomplished by
      dividing such amount to be transferred by the Fair Market Value (as defined
      in
      the Rogers Corporation 1998 Stock Incentive Plan) per share of Stock as of
      December 31, 1999, and crediting the resulting number of shares (rounded up
      to
      the next higher whole number of shares) of Stock to such new sub-account(s)
      maintained in terms of shares of Stock.  Any such conversion election
      shall be irrevocable after December 31, 1999.  All Deferral Elections
      previously made by such Director with respect to the timing and method of
      payment pursuant to Section 5(a) and Section 5(c) with respect to the amount(s)
      so converted shall remain in full force and effect.

    (b)           An
      amount, equal to the aggregate dividends that would have been paid on the number
      of shares of Stock credited to each Director’s sub-account(s) maintained in
      shares had such share credits been issued and outstanding shares of Stock,
      shall
      be credited to the Director’s Deferred Compensation Account as of the payable
      date that would have been applicable to such dividends had the related share
      credits been issued and outstanding shares of Stock.  Such dividend
      equivalent amounts (i) shall be payable to the Director at the same time and
      pursuant to the same method as the shares of Stock to which they relate, (ii)
      shall be credited to one or more sub-accounts within such Director’s Deferred
      Compensation Account, which sub-account(s) shall be maintained in terms of
      dollars, and (iii) may be combined with a sub-account for deferred Cash Fees
      which are payable at the same time and pursuant to the same method and which
      are
      being credited with the same rate of interest.

    
      
        
        

      

      
        3
          of
          16

        
          

        

      

      
        
        

      

    

    (c)           As
      of the last day of each calendar month, the Company shall credit each
      sub-account within a Director’s Deferred Compensation Account which is being
      maintained in terms of dollars with interest on the amount credited to such
      sub-account as of the end of such calendar month.  The rate of
      interest to be used for this purpose during any calendar year shall be (A)
      for
      calendar years before 2003, the 30-year U.S. Treasury bond rate in effect as
      of
      January 1 of such year, and (B) for calendar years after 2002, the sum of the
      10-year U.S. Treasury note rate in effect as of January 1 of such year, plus
      twenty basis points (i.e., 0.20 of 1%).  For calendar years before
      2003, the foregoing rate shall be determined by reference to the first January
      issue of Barron’s for such calendar year, or such other comparable publication
      as may be selected by the Company if Barron’s is no longer published or no
      longer provides such information.  For calendar years after 2002, the
      foregoing rate shall be determined by reference to any reliable source selected
      by the Company from time to time.  Notwithstanding the foregoing, the
      Company may increase (but not decrease, unless the decrease is de minimis)
      the
      rate of interest to be used under the Plan by written notice to each Director
      (including former Directors who then have a Deferred Compensation Account which
      would be affected by such change), which notice shall specify the new rate
      of
      interest to be used, the effective date of such change and the Deferred
      Compensation Accounts to which such new rate of interest shall
      apply.

    5.           Time
      and Method of Payment.

    (a)           Amounts
      standing to the credit of each sub-account within a Director’s Deferred
      Compensation Account shall be paid, or commence to be paid, in accordance with
      the Director’s Deferral Election(s).  Each Deferral Election shall
      specify whether payments will commence on January 15 (or, if such day is not
      a
      business day, the first business day thereafter) first following (i) the passage
      of the number of calendar years (not to exceed 20 (and in the case of deferred
      Stock Fees not to be less than three for elections made after November 1, 1999)
      and including the year of deferral, which counts as year one) specified by
      the
      Director in his or her Deferral Election(s) with respect to the amount credited
      to such sub-account, (ii) the calendar year in which the Director has a
“separation from service” (within the meaning of Section 409A of the Internal
      Revenue Code of 1986, as amended (the “Code”)) and ceases
      to be a member of the Board for any reason whatsoever or (iii) (A) the later
      of
      (i) or (ii) in the case of Cash Fees (including amounts converted pursuant
      to
      the last paragraph of Section 4(a)) or (B) the earlier of (i) or (ii) in the
      case of Stock Fees.

    
      
        
        

      

      
        4
          of
          16

        
          

        

      

      
        
        

      

    

    The
      amount
      of each such payment shall be determined by the amount credited to such
      sub-account as of the preceding December 31.

    (b)           All
      amounts credited to each sub-account within the Director’s Deferred Compensation
      Account which is maintained in terms of numbers of shares of Stock shall be
      distributed in shares of Stock.  All amounts credited to each
      sub-account within the Director’s Deferred Compensation Account which is
      maintained in terms of dollars shall be distributed in cash.  Each
      such sub-account shall be charged with the amount paid therefrom as of the
      date
      of payment.

    (c)           All
      amounts credited to a sub-account within the Director’s Deferred Compensation
      Account shall be paid in either a single lump sum or in annual installments
      over
      a period not to exceed five years, as the Director has specified in the Deferral
      Election(s) applicable to such sub-account.  In the case of
      installment payments, (i) dividend credits under Section 4(b) and interest
      credits under Section 4(c), whichever is applicable, shall continue to be
      credited in accordance with such sections during the payment period, and (ii)
      the amount of each payment shall be equal to the amount credited to the Deferred
      Compensation Account as of the preceding December 31 divided by the number
      of
      annual payments remaining to be made, including the current
      payment.  Notwithstanding the foregoing, the final payment out of any
      sub-account shall be equal to 100% of the amount credited to such sub-account
      at
      the time of such payment.

    
      
        
        

      

      
        5
          of
          16

        
          

        

      

      
        
        

      

    

    (d)           All
      amounts credited to a Director’s Deferred Compensation Account shall be paid as
      they become due to the Director if then living.  All amounts credited
      to a Director’s Deferred Compensation Account at the time of his or her death
      shall be paid pursuant to Section 6.

    (e)           Notwithstanding
      any provision hereof to the contrary, if a Director believes he or she is
      suffering from a “hardship,” an application may be made to the Company for an
      acceleration of payments from one or more sub-accounts within such Director’s
      Deferred Compensation Account, but only with respect to Grandfathered Amounts
      (as defined in Section 17 below).  “Hardship” for
      this purpose shall mean a need for financial assistance in meeting real
      emergencies which would cause substantial hardship to the Director or any member
      of the Director’s immediate family, and which are beyond the Director’s
      control.  If the Company determines, in its sole discretion, that the
      Director is suffering from “hardship,” the Company may accelerate payment to the
      Director of such portion of such sub-account(s) within the Director’s Deferred
      Compensation Account (but only to the extent such portion represents a
      Grandfathered Amount) as the Company may determine is
      required to alleviate such hardship, and each such sub-account shall be charged
      with the amount paid therefrom as of the date of payment.

    
      
        
        

      

      
        6
          of
          16

        
          

        

      

      
        
        

      

    

    (f)          Notwithstanding
      any provision hereof to the contrary, if a Director believes he or she is
      suffering from an “unforeseeable emergency,” an application may be made to the
      Company for an acceleration of payments from one or more sub-accounts within
      such Director’s Deferred Compensation Account, but only with respect to 409A
      Amounts (as defined in Section 17 below).  “Unforeseeable emergency”
for this purpose shall mean a severe financial hardship to the Director
      resulting from an illness or accident of the Director or his or her spouse
      or
      dependent (as defined in Section 152(a) of the Code without regard to Sections
      152(b)(1), (b)(2) and (d)(1)(B) thereof), loss of the Director’s property due to
      casualty, or other similar extraordinary and unforeseeable circumstances arising
      as a result of events beyond the control of the Director.  The
      circumstances that will constitute an unforeseeable emergency will depend upon
      the facts of each case, but, in any case, payment may not be made to the extent
      that such hardship is or may be relieved (i) through reimbursement or
      compensation by insurance or otherwise, (ii) by liquidation of the Director’s
      assets, to the extent the liquidation of such assets would not itself cause
      severe financial hardship, or (iii) by cessation of deferrals under this
      Plan.  If the Company determines, in its sole discretion, that the
      Director is suffering from an “unforeseeable emergency,” the Company may
      accelerate payment to the Director of such portion of such sub-account(s) within
      the Director’s Deferred Compensation Account (but only to the extent such
      portion represents a 409A Amount) as the Company may determine is the minimum
      amount necessary to meet the emergency, and any amount necessary to pay any
      federal, state or local income taxes or penalties reasonably anticipated to
      result from such distribution, and each such sub-account shall be charged with
      the amount paid therefrom as of the date of payment.

    
      
        
        

      

      
        7
          of
          16

        
          

        

      

      
        
        

      

    

    (g)          Notwithstanding
      any provision hereof to the contrary, but subject to the approval of the Company
      in its sole discretion, a Director may request payment of all or a portion
      of
      any sub-account within his or her Deferred Compensation Account in different
      amounts and/or over a different period or periods of time than that specified
      in
      the applicable Deferral Election.  With respect to 409A Amounts, any
      such request, if approved, (i) will not be effective until 12 months after
      the
      date such new election is made, and (ii) except in the case of death or
      unforeseeable emergency, payment must be deferred for at least five years from
      the date the distribution would otherwise be paid (or commence to be
      paid). The Director must communicate any such request to
      the Company at least 15 months prior to the initial date on which the amount
      credited to the sub-account to which such request relates would otherwise be
      paid or commence to be paid.  The Company may approve such request in
      its sole discretion at any time which is at least 12 months and 15 days prior
      to
      such initial payment date.  If any such request is so approved by the
      Company, the amount credited to the sub-account (or portion thereof) to which
      such request and approval relates shall be paid at the times and in the amounts
      specified in such request.

    6.           Payments
      After Death.  Each Director may designate, from time to time, a
      beneficiary or beneficiaries (who may be named contingently or successively)
      to
      whom any amounts which remain credited to the Director’s Deferred Compensation
      Account at the time of his or her death shall be paid.  All such
      amounts shall be paid in a single lump sum in shares of Stock and/or cash in
      accordance with Section 5(b) as soon as practicable after such Director’s
      death.  Each such designation shall revoke all prior designations by
      the same Director, except to the extent otherwise specifically noted, shall
      be
      in a form acceptable to the Company, and shall be effective only when filed
      by
      the Director in writing with the Company during his or her
      lifetime.  Any amounts which remain credited to a Director’s Deferred
      Compensation Account at the time of his or her death which are not payable
      to a
      designated beneficiary shall be paid to the estate of such Director in a single
      lump sum in shares of Stock and/or cash in accordance with Section 5(b) as
      soon
      as practicable after the death of such Director.  Following a
      Director’s death, to the extent applicable, the term “Director” hereunder shall
      include such deceased Director’s beneficiary or beneficiaries.

    
      
        
        

      

      
        8
          of
          16

        
          

        

      

      
        
        

      

    

    7.           No
      Funding Required.

    (a)           Nothing
      in this Plan will be construed to create a trust or to obligate the Company
      or
      any other person to segregate a fund, purchase an insurance contract, or in
      any
      other way to fund currently the future payment of any benefits hereunder, nor
      will anything herein be construed to give any Director or any other person
      rights to any specific assets of the Company or of any other
      person.  A Director who has elected to defer any portion of his or her
      Stock Fees hereunder or to elect a conversion pursuant to the last paragraph
      of
      Section 4(a) shall have no shareholder rights with respect to the shares of
      Stock so deferred and/or credited until such shares of Stock are actually issued
      to such Director as payment hereunder pursuant to Section
      5.   Except as provided in (b) below, any benefits which become
      payable hereunder shall be paid from the general assets of the Company in
      accordance with the terms hereof.

    (b)           The
      Company, in its sole discretion, may establish (i) a grantor or other trust
      of
      which the Company is treated as the owner under the Code and the assets of
      which
      are subject to the claims of the Company’s general creditors in the event of its
      insolvency, (ii) an insurance arrangement, or (iii) any other arrangement or
      arrangements designed to provide for the payment of benefits
      hereunder.  Any such arrangement(s) shall be subject to such other
      terms and conditions as the Company may deem necessary or advisable to ensure
      that benefits are not includible, by reason of the establishment of any such
      arrangement(s) or the funding of any such trust, in the income of the
      beneficiaries of such trust or other arrangement(s) prior to actual distribution
      or other payment.  The Chief Executive Officer, the President, the
      Vice President, Finance or the Vice President and Secretary of the Company
      may
      act to establish a trust or other arrangement(s) pursuant to this Section
      7(b).

    
      
        
        

      

      
        9
          of
          16

        
          

        

      

      
        
        

      

    

    8.           Plan
      Administration and Interpretation.  The Company shall have
      complete control over the administration of the Plan and complete control and
      authority to determine, in its sole discretion, the rights and benefits and
      all
      claims, demands and actions arising out of the provisions of the Plan of any
      Director, beneficiary, or other person having or claiming to have any interest
      under the Plan and the Company’s determinations shall be conclusive and binding
      on all such parties.  The rights of the Company hereunder shall be
      exercised by the Compensation and Organization Committee
      of the Board or by any successor committee designated as such by the
      Board.  To the extent that such committee is unable or unwilling to
      exercise any right or make any determination hereunder, however, the Board
      shall
      exercise such right or make such determination.  The administrative
      rights of the Company hereunder may be exercised by the appointed corporate
      officers of the Company.

    9.           Non-Assignable.  Amounts
      payable under this Plan shall not be subject to alienation, assignment,
      garnishment, execution or levy of any kind, and any attempt to cause any such
      amount to be so subjected shall be null, void and of no effect and shall not
      be
      recognized by the Company.

    10.           Termination
      and Modification.

    (a)          The
      Company may terminate or amend this Plan by written notice to each Director
      participating therein.  A termination of the Plan shall have no effect
      other than to eliminate the right of each Director to defer further
      compensation.  Except for such “prospective” termination, neither the
      Plan nor any Deferral Election in effect hereunder may be amended, modified,
      waived, discharged or terminated, except by mutual consent of the Company and
      the Director or Directors affected thereby, which consent shall be evidenced
      by
      an instrument in writing, signed by the party against which enforcement of
      such
      amendment, modification, waiver, discharge or termination is
      sought.  Notwithstanding the foregoing, with respect to 409A Amounts,
      no amendment, modification, waiver, discharge or termination shall accelerate
      payments under this Plan except to the extent permitted by Section 409A of
      the
      Code.

    
      
        
        

      

      
        10
          of
          16

        
          

        

      

      
        
        

      

    

    (b)          Notwithstanding
      the foregoing, if (A) the Company’s ratio of current assets to current
      liabilities as reflected on any quarterly or annual financial statements filed
      by the Company with the Securities and Exchange Commission falls below 1.4
      to 1
      for two consecutive quarters, (B) the total of the Company’s long-term debt for
      borrowed money (excluding the current portion thereof) exceeds 85% of the
      Company’s net worth as reflected in such statements filed with the Securities
      and Exchange Commission or (C) the Company is subject to a “change of control,”
the Company shall, in complete discharge of its obligations hereunder with
      respect to Grandfathered Amounts, distribute to each Director the full amount
      then credited to his or her Deferred Compensation Account that represents
      Grandfathered Amounts, such amount to be payable in shares of Stock and/or
      cash
      in accordance with Section 5(b).  For purposes of this Section 10(b),
“change of control” shall mean the occurrence of any one of the following
      events:

    (i)           any
      “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Act)
      becomes a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated
      under the Act) (other than the Company, any trustee or other fiduciary holding
      securities under an employee benefit plan of the Company, or any corporation
      owned, directly or indirectly, by the shareholders of the Company in
      substantially the same proportions as their ownership of stock of the Company),
      directly or indirectly, of securities of the Company representing 20% or more
      of
      the combined voting power of the Company’s then outstanding securities;
      or

    
      
        
        

      

      
        11
          of
          16

        
          

        

      

      
        
        

      

    

    (ii)           persons
      who, as of September 30, 2007, constituted the Company’s Board (the “Current
      Board”) cease for any reason, including without limitation as a result of a
      tender offer, proxy contest, merger or similar transaction, to constitute at
      least a majority of the Board, provided that any person becoming
      aDirector of the Company subsequent to September 30, 2007
      whose nomination or election was approved by at least a majority of the
      Directors then comprising the Current Board shall, for purposes of this Plan,
      be
      considered a member of the Current Board; or

    (iii)           the
      shareholders of the Company approve a merger or consolidation of the Company
      with any other corporation or other entity, other than (a) a merger or
      consolidation which would result in the voting securities of the Company
      outstanding immediately prior thereto continuing to represent (either by
      remaining outstanding or by being converted into voting securities of the
      surviving entity) more than 80% of the combined voting power of the voting
      securities of the Company or such surviving entity outstanding immediately
      after
      such merger or consolidation or (b) a merger or consolidation effected to
      implement a recapitalization of the Company (or similar transaction) in which
      no
“person” (as hereinabove defined) acquires more than 20% of the combined voting
      power of the Company’s then outstanding securities; or

    (iv)           the
      shareholders of the Company approve 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.

    
      
        
        

      

      
        12
          of
          16

        
          

        

      

      
        
        

      

    

    (c)          Notwithstanding
      the foregoing, if the Company is subject to a “change of control,” this Plan
      shall immediately terminate and the Company shall, in complete discharge of
      its
      obligations hereunder, distribute to each Director the full amount then credited
      to his or her Deferred Compensation Account, such amount to be payable in shares
      of Stock and/or cash in accordance with Section 5(b).  For purposes of
      this Section 10(c), “change of control” shall mean the occurrence of any one of
      the following events:

    (i)           any
      “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Act)
      becomes a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated
      under the Act) (other than the Company, any trustee or other fiduciary holding
      securities under an employee benefit plan of the Company, or any corporation
      owned, directly or indirectly, by the shareholders of the Company in
      substantially the same proportions as their ownership of stock of the Company),
      directly or indirectly, of securities of the Company representing 50% or more
      of
      the combined voting power of the Company’s then outstanding securities;
      or

    (ii)           during
      any 12-month period, persons who constituted the Company’s Board (the “Incumbent
      Board”) cease for any reason, including without limitation as a result of a
      tender offer, proxy contest, merger or similar transaction, to constitute at
      least a majority of the Board, provided that any person becoming a Director
      of
      the Company during such 12-month period whose nomination or election was
      approved by at least a majority of the Directors then comprising the Incumbent
      Board shall, for purposes of this Plan, be considered a member of the Incumbent
      Board; or

    (iii)           consummation
      of a merger or consolidation of the Company with any other corporation or other
      entity, other than (a) a merger or consolidation which would result in the
      voting securities of the Company outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being converted
      into voting securities of the surviving entity) more than 50% of the combined
      voting power of the voting securities of the Company or such surviving entity
      outstanding immediately after such merger or consolidation or (b) a merger
      or
      consolidation effected to implement a recapitalization of the Company (or
      similar transaction) in which no “person” (as hereinabove defined) acquires more
      than 50% of the combined voting power of the Company’s then outstanding
      securities; or

    
      
        
        

      

      
        13
          of
          16

        
          

        

      

      
        
        

      

    

    (iv)           consummation
      of a complete liquidation of the Company or the sale or disposition by the
      Company of all or substantially all of the Company’s assets.

    11.           Parties.  The
      terms of this Plan shall be binding upon the Company and its successors or
      assigns and each Director participating herein and his or her beneficiaries,
      heirs, executors and administrators.

    12.           Liability
      of Company.  Subject to its obligation to pay the amount credited
      to the Director’s Deferred Compensation Account at the time distribution is
      called for by the payment option in effect, neither the Company nor any person
      acting on behalf of the Company shall be liable to any Director or any other
      person for any act performed or the failure to perform any act with respect
      to
      the Plan.

    13.           Notices.  Notices,
      elections or designations by a Director to the Company hereunder shall be
      addressed to the Company to the attention of the Vice President and
      Secretary of the Company.  Notices by the
      Company to a Director shall be sufficient if in writing and delivered in person
      or by inter-office or electronic mail or sent by a nationally recognized
      overnight courier service or by U.S. mail, postage prepaid, to the Director
      at
      his or her most recent home address as reflected in the records of the Company,
      or to such other address as the Director may specify in writing to the
      Company.

    
      
        
        

      

      
        14
          of
          16

        
          

        

      

      
        
        

      

    

    14.           Unsecured
      General-Creditors.  No Director or his or her legal representative
      or any beneficiary designated by him or her shall have any right, other than
      the
      right of an unsecured general creditor, against the Company in respect of the
      Deferred Compensation Account of such Director established
      hereunder.

    15.           Severability.  In
      case any provision or provisions of this Plan shall be held illegal, invalid
      or
      otherwise unenforceable for any reason, the illegality, invalidity or
      unenforceability shall not affect the remaining provisions of the Plan, but
      shall be fully severable, and the Plan shall be construed and enforced as if
      the
      illegal, invalid or unenforceable provisions had never been inserted in the
      Plan.

    16.           Stock
      Dividends, etc.  In the event of any change in the outstanding
      shares of Stock by reason of a stock dividend or split, recapitalization,
      merger, consolidation, combination, exchange of shares or other similar
      corporate change as to which the Company is a surviving corporation, the number
      and kind of shares of Stock credited to each sub-account maintained in shares
      of
      Stock shall be appropriately adjusted by the Company, whose determination shall
      be conclusive.

    17.           Grandfathered
      and 409A Amounts.  For purposes of this Plan, with respect to any
      Director, the terms (a) “Grandfathered Amount” shall mean the portion of such
      Director’s Deferred Compensation Account (i) that is not subject to Section 409A
      of the Code, (ii) that relates to amounts deferred and vested prior to January
      1, 2005 (including future earnings thereon), and (iii) with respect to which
      this Plan and such amounts have not been materially modified after October
      3,
      2004, and (b) “409A Amount” shall mean the portion of such Director’s Deferred
      Compensation Account that is not a Grandfathered Amount.

    
      
        
        

      

      
        15
          of
          16

        
          

        

      

      
        
        

      

    

    18.           Effective
      Date.  This Plan, as amended and restated in its entirety as set
      forth herein, is effective as of October 24, 2007, and shall continue in
      existence until terminated pursuant to Section 10.  All Deferred
      Compensation Accounts established under the Plan as in effect prior to such
      effective date, all amounts credited to such accounts (and sub-accounts) as
      of
      such date, and (subject to changes made after such date in accordance with
      the
      Plan) all elections (including elections regarding the time and method of
      payment) and beneficiary designations made under the Plan prior to such date
      shall remain in effect after such effective date.

    19.           Governing
      Law.  This Plan shall be construed and enforced in accordance
      with, and governed by, the laws of the Commonwealth of
      Massachusetts.

    Executed
      as of the 6th
      day of November, 2007.

     

    
      
        	 	 	
                ROGERS
                  CORPORATION

              
	 	 	 
	 	
                By:

              	
                /s/
                  Robert M. Soffer

              
	 	 	
                Robert
                  M. Soffer

              
	 	 	
                Vice
                  President and Secretary

              


      

    

     

    16
      of
      16