a5541510ex10j.htm


    Exhibit
      10j

    


     ROGERS
      CORPORATION

    VOLUNTARY
      DEFERRED COMPENSATION PLAN

    FOR
      KEY EMPLOYEES

     

    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 Key Employees, as Amended and Restated
      Effective as of October 24, 2007 (the
“Plan”).  The purpose of the Plan is to permit each key employee of
      Rogers Corporation (the “Company”) or any subsidiary thereof (a “Subsidiary”)
      who is designated by the Chief Executive Officer of the Company and
      each appointed corporate officer of the Company (in either
      case, a “Participant”) to elect to defer a portion of his or her compensation
      from the Company or a Subsidiary.  The Plan is intended to be “a plan
      which is unfunded and is maintained by an employer primarily for the purpose
      of
      providing deferred compensation for a select group of management or highly
      compensated employees” within the meaning of Sections 201(2), 301(a)(3) and
      401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”), and shall be interpreted and administered to the extent possible in a
      manner consistent with that intent.

    2.           Right
      to Defer.  Subject to the limitations set forth herein, each
      Participant may elect, for amounts payable for services during each calendar
      year, to defer payment of (i) the portion of (A) the Participant’s salary
      otherwise payable for services rendered in such calendar year (“Salary”) or (B)
      the Participant’s bonus otherwise payable for services rendered in such calendar
      year (“Bonus”), if any, payable to such Participant in shares of capital stock,
      $1 par value (the “Stock”) of the Company (the “Stock Compensation”) and/or (ii)
      the portion of (A) the Salary or (B) the Bonus, if any, payable to such
      Participant in cash (the “Cash Compensation”), for service rendered as an
      employee of the Company or a Subsidiary during such calendar year.  A
      Participant’s election to defer a portion of his or her Salary for any calendar
      year shall be limited to 50% of such Salary, but must be for a projected minimum
      Salary deferral of at least $4,000 determined based on the Participant’s Salary
      at the time of such election.  In addition, if a Participant’s
      election to defer a portion of his or her Bonus for any calendar year does
      not
      result in a minimum Bonus deferral of at least $4,000, no portion of such Bonus
      shall be deferred.

    
      
         

      

      
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    3.           Matching
      Credits (The Company Match).

    (a)           The
      Company or Subsidiary, whichever is the employer for such Participant, shall
      as
      of the last day of each calendar month credit to a separate sub-account
      maintained under each Participant’s Deferred Compensation Account (as defined in
      Section 5(a)), an additional amount determined as follows:

    For
      purposes of such determination, “eligible compensation” is the Participant’s:
      (1) annual salary, (2) annual bonus, (3) auto allowance or imputed income
      related to autos, (4) any other imputed income included in the Participant’s
      taxable income and (5) any other compensation determined by the Company, in
      its
      sole discretion, to be “eligible compensation” for such
      purpose.  Compensation, as defined in the Rogers Employee Savings and
      Investment Plan, as amended from time to time (the
“RESIP”) and to the extent eligible to be used to
      determine an actual “matching contributions” credited
      under the RESIP, will then be subtracted from “eligible compensation” as
      determined hereunder (such difference, the “Excess Amount”).

    The
      additional amount to be credited to the Participant’s sub-account pursuant to
      this Section 3(a) will be determined in a manner consistent with how “matching
      contributions” are determined under the RESIP using the Excess Amount determined
      above as “compensation,” the amount deferred pursuant to
      the Plan as the Participant’s contribution amount, and the RESIP’s (1) “match
      levels” (i.e., such percentages of a Participant’s compensation that
      are eligible for a matching contribution under the RESIP), and (2) “applicable
      percentages” (i.e., such percentages used in determining the amount of
      matching contributions under the RESIP for the corresponding “match levels”),
      both as may be in effect from time to time and calculated without regard to
      the
      compensation limit under Section 401(a)(17) of the Code as defined in Section
      3(c) below.

    
      
         

      

      
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    To
      the
      extent such additional amount relates to deferred Stock Compensation, such
      amount shall be credited as a number of shares determined by dividing such
      amount by the Fair Market Value (as defined in the Rogers Corporation 1990
      Stock
      Option Plan (Restatement No. 3), as amended and in effect from time to time)
      per
      share of Stock as of the last day of such calendar month (rounded up to the
      next
      higher whole number of shares).  To the extent such additional amount
      relates to deferred Cash Compensation, such amount shall be credited to a
      sub-account maintained in terms of dollars as of the last day of such calendar
      month.  For purposes of the two foregoing sentences, the portion of
      such additional amount which relates to deferred Stock Compensation and the
      portion which relates to deferred Cash Compensation shall bear the same
      proportion to the total additional amount as the amount of deferred Stock
      Compensation for such calendar month and the amount of deferred Cash
      Compensation for such calendar month bear, respectively, to the Deferred Amount
      for such calendar month.

    (b)           Notwithstanding
      the foregoing, any amount in a Participant’s Deferred Compensation Account which
      is credited to a sub-account pursuant to Section 3(a) in any calendar year
      shall
      be payable to the Participant at the same time and in the same manner as the
      deferred Stock Compensation and/or Cash Compensation to which such amount
      relates.  A Participant’s sub-account(s) created under this Section 3
      may be combined with any other sub-account as long as all amounts in such
      combined sub-account are payable in the same medium (Stock or cash), at the
      same
      time and pursuant to the same method of payment and, in the case of cash, are
      being credited with the same rate of interest.  Effective as of
      January 1, 2007, Participants shall have a 100% vested interest in their
      Deferred Compensation Accounts.

    
      
         

      

      
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    (c)           The
      Plan shall be construed in a manner which is consistent with the purposes
      described herein, including without limitation, the so-called
“anti-conditioning” rules of Section 401(k)(4) of the Internal Revenue Code of
      1986, as amended (the “Code”) and the regulations promulgated
      thereunder.

    4.           Deferral
      Elections.  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.  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 31 of the 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.  Notwithstanding the foregoing, 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 for
      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.  Notwithstanding the
      foregoing, any Deferral Election made by a Participant who is or may become
      subject to Section 16 of the Securities Exchange Act of 1934, as amended (the
      “Act”), with respect to Salary or Bonus payable as Stock Compensation shall be
      made in accordance with such rules and procedures as the Company deems necessary
      or appropriate to comply with the requirements of such Act.  A
      Deferral Election made for a calendar year may not be revised after the last
      date on which it could have been made.  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.

    
      
         

      

      
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    In
      addition to the foregoing, each Participant 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 Participant’s sub-account(s), if any, maintained in terms of
      dollars 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 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 Participant with respect to the timing and method of
      payment pursuant to Section 6(a) and Section 6(c) with respect to the amount(s)
      converted shall remain in full force and effect.

    
      
         

      

      
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    5.           Accounts;
      Crediting Interest; Additional Credits.

    (a)           All
      amounts deferred by a Participant under Section 2 shall be credited by the
      Company or Subsidiary, whichever is the employer of the Participant, to a book
      account (a “Deferred Compensation Account”) in the name of such Participant as
      of the last day of the calendar month during which such amounts would have
      been
      paid to the Participant but for his or her Deferral
      Election.  Separate sub-accounts will be maintained for Salary and
      Bonus deferred for each calendar year pursuant to Section 2, and, in addition,
      separate sub-accounts will be maintained hereunder for deferred Stock
      Compensation (which sub-accounts will be maintained in terms of numbers of
      shares of Stock) and deferred Cash Compensation (which sub-accounts will be
      maintained in terms of dollars) for each calendar year; provided, however,
      that
      (i) all Salary and Bonus deferred pursuant to Section 2 as deferred Stock
      Compensation with respect to the same or different calendar years (including
      amounts converted pursuant to the last paragraph of Section 4) which are payable
      at the same time and pursuant to the same method may be combined into a separate
      sub-account and (ii) all Salary and Bonus deferred pursuant to Section 2 as
      deferred Cash Compensation 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
      account.

    
      
         

      

      
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    (b)           (i)           Dividend
      Credits.  An amount equal to the aggregate dividends that would
      have been paid on the number of shares of Stock credited to each Participant’s
      sub-account(s) maintained in shares had such share credits been issued and
      outstanding shares of Stock, shall be credited to the Participant’s Deferred
      Compensation Account as of the last day of the calendar month which includes
      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 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
      Participant’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 Compensation which is payable at the same time and pursuant to
      the
      same method and which is being credited with the same rate of
      interest.

    (ii)           Interest
      Credits.  As of the last day of each calendar month, each
      sub-account within a Participant’s Deferred Compensation Account which is being
      maintained in terms of dollars shall be credited with interest on the amount
      credited to such sub-account as of the last day of the preceding calendar month;
      provided, however, that with respect to the calendar month during which payment
      to the Participant is made, regardless of the day of the month such payment
      is
      made, one-half of the amount of interest that would have been credited had
      it
      been a full month shall be so credited.  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.

    
      
         

      

      
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    (c)           Notwithstanding
      the foregoing, the Compensation and Organization Committee of the Board of
      Directors of the Company or any successor committee designated as such by the
      Board of Directors of the Company (the “Committee”) may change the method of
      determining the rate of interest to be used under Section 5(b)(ii) above by
      written notice to each Participant (including former Participants 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 under Section 5(b)(ii),
      the effective date of such change and the Deferred Compensation Accounts to
      which such new rate of interest or method shall apply; provided, however, that
      a
      new method of determining the rate of interest to be used under Section 5(b)(ii)
      shall not apply to any amounts deferred pursuant to a Deferral Election made
      by
      a Participant prior to the receipt by such Participant of notice of such change
      unless such Participant files a written consent to such change with the Company
      within 60 days of his or her receipt of the notice of such change.

    (d)           To
      the extent that any Participant’s Deferral Election hereunder results in a
      reduction of the pension payments to be made to such Participant under the
      Company’s qualified and non-qualified defined benefit pension plans, such
      reduction will be made up for in accordance with the terms of a non-qualified
      plan established by the Company for that purpose.

    
      
         

      

      
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    6.           Time
      and Method of Payment.

    (a)           Amounts
      standing to the credit of each sub-account within a Participant’s Deferred
      Compensation Account shall be paid, or commence to be paid, in accordance with
      the Participant’s Deferral Election(s).  Each Deferral Election shall
      specify whether payments will commence following: (i) the passage of the number
      of calendar years (not to exceed twenty (and in the case of Stock Compensation
      deferrals, not to be less than three) and including the year of deferral, which
      counts as year one) specified by the Participant in his or her Deferral
      Election(s) with respect to the amount credited to such sub-account, (ii) the
      calendar year in which the Participant has a “separation from service” (within
      the meaning of Section 409A of the Code) and ceases to be an employee of the
      Company and its Subsidiaries for any reason whatsoever or (iii) (A) the later
      of
      (i) or (ii) in the case of Cash Compensation (including amounts converted
      pursuant to the last paragraph of Section 4) or (B) the earlier of (i) or (ii)
      in the case of Stock Compensation.  In the case of a payment to be
      made in a lump sum, such payment will be made on March 15 (April 15 in the
      case
      of Deferral Elections made prior to October 1, 2007) (or, if such day is not
      a
      business day, the first business day thereafter) first following the relevant
      event in the prior sentence.  In the case of payments to be made in
      quarterly installments, the first such installment will be made on the April
      15
      (or, if such day is not a business day, the first business day thereafter)
      first
      following the relevant event in the prior sentence, and subsequent installments
      will be made on each July 15, October 15, January 15 and April 15 thereafter
      until paid in full.  Notwithstanding the foregoing, in all cases
      payments may be made on the Company’s regular payroll date closest to the
      required payment date.The amount of each such payment shall be determined by
      the
      amount credited to such sub-account as of the end of the preceding
      month.

    Notwithstanding
      anything herein to the contrary, if at the time of a Participant’s “separation
      from service” (within the meaning of Section 409A of the Code) the Participant
      is a “specified employee” (within the meaning of Section 409A of the Code), no
      payment of any 409A Amounts (as defined in Section 18 below) may be made under
      this Plan if such payment is to be made as a result of such Participant’s
“separation from service” until six months and one day after the Participant’s
“separation from service.”  Any payments that would have been made to
      the Participant during the six-month delay period but for the operation of
      this
      paragraph shall (i) be made in a lump sum to the Participant in the seventh
      month after the Participant’s “separation from service,” and (ii) be credited
      with dividend and interest credits, as applicable, and shall continue to be
      credited in accordance with Section 5(b) during the six-month
      delay.

    
      
         

      

      
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    (b)           All
      amounts credited to each sub-account within the Participant’s Deferred
      Compensation Account which is maintained in terms of numbers of shares of Stock
      shall be distributed in shares of Stock by the Company.  All amounts
      credited to each sub-account within the Participant’s Deferred Compensation
      Account which is maintained in terms of dollars shall be distributed in cash
      and
      shall be made by the Company or Subsidiary which credited such amounts to the
      Participant’s Deferred Compensation Account.  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 Participant’s Deferred Compensation
      Account shall be paid in either a single lump sum or in substantially equal
      quarterly or annual installments over a period not to exceed ten years (or
      over
      a period of five years in the case of an election made
      prior to October 18, 1994), as the Participant has specified in the Deferral
      Election(s) applicable to such sub-account.  In the case of
      installment payments, (i) dividend and interest credits under Section 5(b),
      whichever is applicable, shall continue to be credited in accordance with
      Section 5(b) during the payment period, and (ii) the amount of the first payment
      and any other payments in the same year thereof shall be equal to the amount
      credited to the applicable sub-account as of the end of the preceding
      February divided by the number of payments remaining to be
      made, including the current payment, and the amount of each subsequent payment
      for subsequent years shall be equal to the amount credited to the applicable
      sub-account as of the preceding December 31 divided by the number of 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.

    
      
         

      

      
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    (d)           All
      amounts credited to a Participant’s Deferred Compensation Account shall be paid
      as they become due to the Participant if then living.  All amounts
      credited to a Participant’s Deferred Compensation Account at the time of his or
      her death shall be paid pursuant to Section 7.

    (e)           Notwithstanding
      any provision hereof to the contrary, if a Participant believes he or she is
      suffering from a “hardship,” an application may be made to the Committee for an
      acceleration of payments from one or more sub-accounts within such Participant’s
      Deferred Compensation Account, but only with respect to
      Grandfathered Amounts (as defined in Section 18 below).  “Hardship”
for this purpose shall mean a need for financial assistance in meeting real
      emergencies which would cause substantial hardship to the Participant or any
      member of the Participant’s immediate family, and which are beyond the
      Participant’s control.  If the Committee determines, in its sole
      discretion, that the Participant is suffering from a “hardship,” the Committee
      may accelerate payment to the Participant of such portion of such sub-account(s)
      within the Participant’s Deferred Compensation Account (but only to the extent
      such portion represents a Grandfathered Amount) as the
      Committee 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.

    
      
         

      

      
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    (f)           Notwithstanding
      any provision hereof to the contrary, if a Participant 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 Participant’s Deferred Compensation Account, but only with respect to 409A
      Amounts.  “Unforeseeable emergency” for this purpose shall mean a
      severe financial hardship to the Participant resulting from an illness or
      accident of the Participant 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 Participant’s property due to casualty, or other
      similar extraordinary and unforeseeable circumstances arising as a result of
      events beyond the control of the Participant.  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 Participant’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 Participant is suffering from
      an
“unforeseeable emergency,” the Company may accelerate payment to the Participant
      of such portion of such sub-account(s) within the Participant’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.

    
      
         

      

      
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    (g)           Notwithstanding
      any provision hereof to the contrary, but subject to the approval of the
      Committee in its sole discretion, a Participant 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 (but in
      any
      event, consistent with payment options provided for under Section 6(c)) 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 Participant must communicate any such request
      to the Committee at least 13 months and 15 days 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 Committee 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 Committee, 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.

    7.           Payments
      After Death.  Each Participant 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 Participant’s Deferred
      Compensation Account at the time of his or her death shall be
      paid.  Each such designation shall revoke all prior designations by
      the same Participant, 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 Participant in writing with the Company during his or her
      lifetime.  Payments shall be made to a beneficiary hereunder in the
      same manner of distribution as was elected by the Participant pursuant to
      Section 6.  Any amounts which remain credited to a Participant’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
      Participant in a single lump sum in accordance with Section 6(c) as soon as
      practicable after the death of such Participant.  Following a
      Participant’s death, to the extent applicable, the term “Participant” hereunder
      shall include such deceased Participant’s beneficiary or
      beneficiaries.

    
      
         

      

      
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    8.           No
      Funding Required.

    (a)           Nothing
      in this Plan will be construed to create a trust or to obligate the Company,
      any
      Subsidiary 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
      Participant or any other person rights to any specific assets of the Company,
      any Subsidiary or of any other person.  A Participant who has elected
      to defer any portion of his or her Stock Compensation hereunder or to elect
      a
      conversion pursuant to the last paragraph of Section 4 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 Participant as payment
      hereunder pursuant to Section 6.  Except as provided in (b) below, any
      benefits which become payable hereunder shall be paid from the general assets
      of
      the Company or Subsidiary, whichever is applicable, 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
      (i) 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 and (ii) that the existence of such arrangement(s) does not
      cause the Plan or any other arrangement(s) to be considered funded for purposes
      of Title I of ERISA.  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
      8(b).

    
      
         

      

      
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    9.           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
      Participant, 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 Company shall be deemed to be the
      Plan administrator with the responsibility for complying with any reporting
      and
      disclosure requirements of ERISA.  The rights of the Company hereunder
      which have not been delegated to the Committee shall be exercised by the
      appointed corporate officers of the Company.  To the extent that such
      officers are unable or unwilling to exercise any right or make any determination
      hereunder, then the Committee shall exercise such right or make such
      determination unless it is unable or unwilling to do so, in which case the
      Board
      of Directors of the Company (the “Board”) shall exercise such right or make such
      determination.

    10.           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 or its Subsidiaries.

    
      
         

      

      
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    11.           Termination
      and Modification.

    (a)           The
      Committee may terminate or amend this Plan by written notice to each Participant
      participating herein.  A termination of the Plan shall have no effect
      other than to eliminate the right of each Participant 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 Committee
      and
      the Participant or Participants 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.

    (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 Committee shall, in complete discharge of its obligations hereunder with
      respect to Grandfathered Amounts, distribute to each Participant 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 a single lump sum in accordance with Section 6(c).
      For
      purposes of this Section 11(b), “change of control” shall mean the occurrence of
      any one of the following events:

    
      
         

      

      
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    (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

    (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 a director 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

    
      
         

      

      
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    (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.

    (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 Participant 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 6(c).  For
      purposes of this Section 11(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

    
      
         

      

      
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    (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

    (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.

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

    13.           Liability
      of Company.  Subject to its obligation to pay the amount credited
      to the Participant’s Deferred Compensation Account at the time distribution is
      called for by the payment option in effect, none of the Company, its
      Subsidiaries nor any person acting on behalf of the Company or its Subsidiaries
      shall be liable to any Participant or any other person for any act performed
      or
      the failure to perform any act with respect to the Plan.

    
      
         

      

      
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    14.           Notices.  Notices,
      elections, requests or designations by a Participant hereunder shall be
      addressed to the Company to the attention of the Vice President and
      Secretary of the Company or his or her designee or, in the
      absence of the Vice President and Secretary or his or her
      designee, to the Vice President of Human Resources of the
      Company.  Notices by the Company to a Participant 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 Participant at his or her most recent home address
      as
      reflected in the records of the Company or to such other address as the
      Participant may specify in writing to the Company.

    15.           Unsecured
      General Creditors.  No Participant 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
      or
      any Subsidiary in respect of the Deferred Compensation Account of such
      Participant established hereunder.

    16.           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.

    17.           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 such sub-account maintained in
      shares of Stock shall be appropriately adjusted by the Company, whose
      determination shall be conclusive.

    
      
         

      

      
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    18.           Grandfathered
      and 409A Amounts.  For purposes of this Plan, with respect to any
      Participant, the terms (a) “Grandfathered Amount” shall mean the portion of such
      Participant’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 Participant’s
      Deferred Compensation Account that is not a Grandfathered Amount.

    19.           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 11.  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.

    20.           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

              


      

    

     

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