FORM 8-A

                  SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                
            FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                 PURSUANT TO SECTION 12(b) OR (g) OF THE
                     SECURITIES EXCHANGE ACT OF 1934


                           ROGERS CORPORATION
________________________________________________________________________
        (Exact name of registrant as specified in its charter)
                                


        Massachusetts                             06-0513860
- ------------------------------          --------------------------------
   (State of incorporation              (IRS Employer Identification No.)
         or organization)

P.O. Box 188, One Technology Drive, Rogers, Connecticut      06263-0188
- -------------------------------------------------------     ------------
      (Address of principal executive offices)               (Zip Code)



Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class                  Name of each exchange on which
     to be so registered                  each class is to be registered
     -------------------                 -------------------------------
Rights to purchase capital stock,         American Stock Exchange
$1.00 par value                           Pacific Stock Exchange


Securities to be registered pursuant to Section 12(g) of the Act:


                                  None
- ------------------------------------------------------------------------
                            (Title of class)
                            
                            


                                 -2-

Item 1.   Description of Registrant's Securities to be Registered.

     On February 25, 1997 the Board of Directors of Rogers
Corporation (the "Company") declared a dividend distribution of
one share purchase right (a "Right") for each outstanding share
of capital stock, $1.00 par value (the "Common Shares"), of the
Company.  The distribution is payable to the stockholders of
record on March 31, 1997 (the "Record Date").  One Right will
also be issued with each Common Share that becomes outstanding
between March 31, 1997 and the earlier of the Distribution Date
(as such term is defined below) or the redemption, exchange or
expiration of the Rights.  Each Right entitles the registered
holder to purchase from the Company one Common Share at a price
of $120 per share (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Fleet
National Bank, as Rights Agent (the "Rights Agent").

     Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or has obtained the
right to acquire, beneficial ownership of 20% or more of the then
outstanding Common Shares or (ii) 10 days following the
commencement or announcement of an intention by any person to
make a tender offer or exchange offer if, upon consummation
thereof, such person would be the beneficial owner of 20% or more
of such outstanding Common Shares, (the earlier of such dates
being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share
certificate with a copy of this Summary of Rights attached
thereto.  An Acquiring Person does not include (i) the Company,
its subsidiaries, any employee benefit or stock ownership plan of
the Company or any of its subsidiaries, or any entity holding
Common Shares for or pursuant to the terms of any such plan or
(ii) any person or group that becomes the beneficial owner of 20%
or more of the outstanding Common Shares solely as the result of
acquisition of Common Shares by the Company, unless such person
or group thereafter acquires additional Common Shares.

     The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred only with the Common Shares.
Until the Distribution Date (or earlier redemption or expiration
of the Rights), new Common Share certificates issued after the
Record Date upon transfer or new issuance of the Common Shares
will contain a notation incorporating the Rights Agreement by
reference.  Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date,
even without such notification or a copy of this Summary of
Rights attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares being transferred.  As
soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the Close
of Business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.




                                 -3-

     The Rights are not exercisable until the Distribution Date.
The Rights will expire on March 30, 2007 (the "Final Expiration
Date"), unless earlier redeemed or exchanged by the Company as
described below.  In addition, the Board of Directors of the
Company may, at its option, at any time prior to the Close of
Business on the Final Expiration Date and prior to such time as
the Rights are no longer redeemable by the Board, supplement or
amend the Rights Agreement, without approval of the holders of
any Rights or the Rights Agent, to extend or shorten the period
during which the Rights may be redeemed.  No Rights may be
exercised during such time as they may be redeemed as provided in
the Rights Agreement.

     The Purchase Price payable, and the number of Common Shares
or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to all holders of the Common Shares
of certain rights, options or warrants to subscribe for or
purchase Common Shares or convertible securities at less than the
then current market price of the Common Shares or (iii) upon the
distribution to all holders of the Common Shares of evidences of
indebtedness, assets, cash (excluding the first regular periodic
cash dividend paid after the date of the Rights Agreement and
subsequent regular periodic cash dividends at a rate not in
excess of 200% of the rate of the last regular periodic cash
dividend paid theretofore), stock (other than dividends payable
in Common Shares) or of subscription rights, options or warrants
(other than those referred to above).

     In the event that after the Distribution Date the Company
should consolidate or merge with and into any other person and
the Company is not the surviving company, or, if the Company
should be the surviving company, all or part of the Company's
Common Shares are changed or exchanged for securities of any
other person or if 50% or more of its consolidated assets or
earning power are sold, proper provision will be made so that
each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price,
that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of
two times the Purchase Price.  In the event that any person
becomes an Acquiring Person or any Acquiring Person or any
affiliate or associate of any Acquiring Person enters into a
merger, combination or certain other defined transactions with
the Company, proper provision shall be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring
Person or any affiliate or associate of an Acquiring Person
(which will thereafter be null and void), will thereafter have
the right to receive upon the exercise thereof at the then
current Purchase Price, that number of Common Shares which at
such time will have a market value of two times the Purchase
Price.

     At any time after a person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of
50% or more of the outstanding Common Shares, the Board of
Directors of the Company may exchange the Rights (other than
Rights owned by such person or group which have become null and
void), in whole or in part, at an exchange ratio of one Common
Share per Right (subject to adjustment).




                                 -4-

     With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.  No fractional
shares will be issued and in lieu thereof, an adjustment in cash
may be made based on the market price of the Common Shares on the
last trading date prior to the date of exercise.

     At any time prior to the earlier of (i) 10 days following
the date that a person or group of affiliated or associated
persons becomes an Acquiring Person (subject to extension by the
Board of Directors of the Company) or (ii) the Final Expiration
Date, the Board of Directors of the Company may redeem the Rights
in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price").  Immediately upon the action of the Board of
Directors of the Company electing to redeem the Rights, the
Company shall make announcement thereof, and upon such election,
the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption
Price.

     Prior to the Distribution Date, the terms of the Rights
Agreement may be amended by the Board of Directors of the Company
without the consent of the holders of the Rights or holders of
the Common Shares.  From and after the Distribution Date, the
terms of the Rights Agreement may be amended by the Company
without the consent of the holders of the Rights or holders of
the Common Shares in any manner which the Company may deem
necessary or desirable so long as such supplement or amendment
does not adversely affect the interest of Rights holders (other
than the Acquiring Person or any associate or affiliate), and
provided that such supplement or amendment may not lengthen the
period for redemption of the Rights if the Rights are not still
redeemable.  In no case shall any amendment or supplement at any
time change the Redemption Price, Final Expiration Date, Purchase
Price or the number of Common Shares for which a Right is then
exercisable.

     Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.

     A copy of the Rights Agreement between the Company and Fleet
National Bank, as Rights Agent, is attached hereto as an exhibit
and is incorporated herein by reference.  The foregoing
description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such exhibit.

Item 2.   Exhibits.

     Listed below are all exhibits filed as part of this
registration statement.

     Exhibit No.                             Description

          1.                  Rights Agreement which includes the
                              form of Right Certificate (and forms
                              of assignment and election to purchase
                              relating thereto) as Exhibit A and
                              the Summary of Rights to Purchase
                              Common Shares as
                              
                              

                                 -5-

                              Exhibit B.  Pursuant to the Rights
                              Agreement, Right Certificates will not
                              be mailed until as soon as practicable
                              after the earlier of the tenth day
                              after announcement that a person or
                              group has acquired beneficial
                              ownership of 20% or more of the
                              Common Shares, or the tenth day
                              after a person commences or
                              announces its intention to commence
                              a tender or exchange offer the
                              consummation of which would result
                              in a person beneficially owning 20%
                              or more of the Common Shares.



                            SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                   ROGERS CORPORATION

Date:  March 24, 1997              By  /s/ Robert M. Soffer

                                   Name:     Robert M. Soffer
                                   Title:    Treasurer
                                   
                                   


                                 -6-
                                
                          EXHIBIT INDEX


Exhibit No.         Description

      1             Rights Agreement which includes the
                    form of Right Certificate (and forms of
                    assignment and election to purchase relating
                    thereto) as Exhibit A and the Summary of Rights
                    to Purchase Common Shares as Exhibit B.



                          EXHIBIT NO. 1


                       ROGERS CORPORATION

                               and

                       FLEET NATIONAL BANK

                          Rights Agent

                        RIGHTS AGREEMENT

                  Dated as of February 25, 1997

                        
                        
                        
                        TABLE OF CONTENTS
                                                                  Page

Section 1.   Certain Definitions                                    1

Section 2.   Appointment of Rights Agent                            4

Section 3.   Issue of Right Certificates                            5

Section 4.   Form of Right Certificates                             6

Section 5.   Countersignature and Registration                      6

Section 6.   Transfer, Split Up, Combination and Exchange of
             Right Certificates; Mutilated, Destroyed, Lost or
             Stolen Right Certificates                              7

Section 7.   Exercise of Rights; Purchase Price; Expiration
             Date of Rights                                         8

Section 8.   Cancellation and Destruction of Right Certificates    10

Section 9.   Reservation and Availability of Common Shares         10

Section 10.  Common Shares Record Date                             12

Section 11.  Adjustment of Purchase Price, Number of Shares or
             Number of Rights                                      13

Section 12.  Certificate of Adjusted Purchase Price or Number of
             Shares                                                22

Section 13.  Consolidation, Merger or Sale or Transfer of Assets
             or Earning Power                                      22

Section 14.  Fractional Rights and Fractional Shares               24

Section 15.  Rights of Action                                      25

Section 16.  Agreement of Right Holders                            25

Section 17.  Right Certificate Holder Not Deemed a Stockholder     26

Section 18.  Concerning the Rights Agent                           26

Section 19.  Merger or Consolidation or Change of Name of Rights
             Agent                                                 27



                              
                              -ii-

                                                                  Page

Section 20.  Duties of Rights Agent                                28

Section 21.  Change of Rights Agent                                30

Section 22.  Issuance of New Right Certificates                    31

Section 23.  Redemption                                            31

Section 24.  Exchange                                              32

Section 25.  Notice of Certain Events                              33

Section 26.  Notices                                               34

Section 27.  Supplements and Amendments                            35

Section 28.  Successors                                            35

Section 29.  Benefits of this Agreement                            35

Section 30.  Severability                                          36

Section 31.  Governing Law                                         36

Section 32.  Counterparts                                          36

Section 33.  Descriptive Headings                                  36


EXHIBITS

Exhibit A -- Form of Right Certificate.

Exhibit B -- Form of Summary of Rights.




                         RIGHTS AGREEMENT



     This Agreement, dated as of February 25, 1997 (the
"Agreement"), between Rogers Corporation, a Massachusetts
corporation (the "Company"), and Fleet National Bank, a national
banking association (the "Rights Agent").

     The Board of Directors of the Company has authorized and
declared a dividend of one Right (individually a "Right" and
together the "Rights") for each share of capital stock, $1.00 par
value, of the Company ("Common Share") outstanding on March 31,
1997 (the "Record Date") and has authorized the issuance of one
Right with respect to each Common Share that shall become
outstanding between the Record Date and the earlier of the
Distribution Date, the Expiration Date and the Final Expiration
Date (as such terms are defined in Sections 3 and 7 hereof), each
Right representing the right to purchase one Common Share.

     Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

     Section 1.     Certain Definitions.  For purposes of this
Agreement, the following terms have the meanings indicated:

          (a)  "Acquiring Person" shall mean any Person (as such
     term is hereinafter defined) other than the Company or any
     Related Person (as such term is hereinafter defined) who or
     which, together with all Affiliates and Associates (as such
     terms are hereinafter defined) of such Person, shall be the
     Beneficial Owner (as such term is hereinafter defined) of
     20% or more of the Common Shares then outstanding.
     Notwithstanding the foregoing, no Person shall be deemed to
     have become an "Acquiring Person" solely as the result of an
     acquisition of Common Stock by the Company which, by
     reducing the number of shares outstanding, increases the
     proportionate number of shares beneficially owned by such
     Person to 20% or more of the Common Shares of the Company
     then outstanding; provided, however, that if a Person shall
     become the Beneficial Owner of 20% or more of the Common
     Shares of the Company then outstanding by reason of share
     purchases by the Company and shall, after such share
     purchases by the Company, become the Beneficial Owner of any
     additional Common Shares of the Company, or any other
     Person who is the Beneficial Owner of any
     
     


                                   2
     
     Common Shares shall thereafter become an Affiliate or Associate
     of such Person, then such Person shall be deemed to be an
     "Acquiring Person."

          (b)  "Affiliate" and "Associate" shall have the
     respective meanings ascribed to such terms in Rule 12b-2 of
     the General Rules and Regulations under the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), as in
     effect on the date of this Agreement.

          (c)  A Person shall be deemed the "Beneficial Owner"
     of, and shall be deemed to "beneficially own" and have
     "beneficial ownership" of, any securities:

               (i)  which such Person or any of such Person's
          Affiliates or Associates beneficially owns, directly or
          indirectly;

               (ii)  which such Person or any of such Person's
          Affiliates or Associates, directly or indirectly, has
          (A) the right to acquire (whether such right is
          exercisable immediately or only after the passage of
          time) pursuant to any agreement, arrangement or
          understanding, or upon the exercise of conversion
          rights, exchange rights, rights (other than the
          Rights), warrants or options, or otherwise; provided,
          however, that a Person shall not be deemed the
          Beneficial Owner of, or to beneficially own, securities
          tendered pursuant to a tender or exchange offer made by
          or on behalf of such Person or any of such Person's
          Affiliates or Associates until such tendered securities
          are accepted for purchase; or (B) the right to vote or
          dispose of, including pursuant to any agreement,
          arrangement or understanding (whether or not in
          writing); provided, however, that a Person shall not be
          deemed the Beneficial Owner of, or to beneficially own,
          any security (X) if the agreement, arrangement or
          understanding to vote such security (1) arises solely
          from a revocable proxy given to such Person in response
          to a public proxy or consent solicitation made pursuant
          to, and in accordance with, the applicable rules and
          regulations of the Exchange Act and (2) is not also
          then reportable on Schedule 13D under the Exchange Act
          (or any comparable or successor report), or (Y) if such
          beneficial ownership arises solely as a result of such
          Person's status as a "clearing agency," as defined in
          Section 3(a)(23) of the Exchange Act; or

               (iii)  which are beneficially owned, directly or
          indirectly, by any other Person with which such Person or any
          of such Person's Affiliates or Associates has any agreement,
          arrangement or understanding (whether or not in writing) for
          
          

                                   3
          
          the purpose of acquiring, holding, voting or disposing of
          any securities of the Company.

          Notwithstanding anything in this definition of
     Beneficial Ownership to the contrary, (1) the phrase "then
     outstanding," when used with reference to a Person's
     Beneficial Ownership of securities of the Company, shall
     mean the number of such securities then issued and
     outstanding together with the number of such securities not
     then actually issued and outstanding which such Person would
     be deemed to own beneficially hereunder and (2) a Person
     engaged in business as an underwriter of securities shall
     not be deemed the Beneficial Owner of any securities
     acquired through such Person's participation in good faith
     in an underwriting syndicate pursuant to an agreement to which
     the Company is a party until the expiration of 40
     calendar days after the date of such acquisition or such
     later date as the Board of Directors of the Company may
     determine in any specific case.

          (d)  "Business Day" shall mean any day other than a
     Saturday, Sunday, or a day on which banking institutions in
     the State of Connecticut (or such other state in which the
     principal office of the Rights Agent is located) are
     authorized or obligated by law or executive order to close.

          (e)  "Close of Business" on any given date shall mean
     5:00 P.M., Eastern time, on such date; provided, however,
     that if such date is not a Business Day it shall mean 5:00
     P.M., Eastern time, on the next succeeding Business Day.

          (f)  "Common Shares" when used with reference to the
     Company shall mean the shares of Capital Stock, $1.00 par
     value, of the Company.  "Common Shares" when used with
     reference to any Person other than the Company shall mean
     the capital stock with the greatest voting power of such
     Person or, if such Person is a Subsidiary (as such term is
     hereinafter defined) of another Person, the Person which
     ultimately controls such first-mentioned Person; provided,
     however, that if the Company is the continuing or surviving
     corporation in a transaction described in Section 11(a)(ii)
     or Section 13(a)(ii), "Common Shares" when used with respect
     to the Company shall mean the capital stock or equity
     security with the greatest aggregate voting power of the
     Company.

          (g)  "Distribution Date" shall mean the earlier of (i)
     the Close of Business on the tenth day (or, unless the
     Distribution Date shall have previously occurred, such later
     date as may be specified by the Board of Directors of the
     Company) after the Share Acquisition Date (as such term is
     hereinafter defined) or (ii) the Close of Business on the
     tenth day (or, unless the Distribution Date shall have
     previously occurred, such later date as may be specified by
     the Board of Directors of the Company) after the date of the
     
     
     
                                   4
     
     commencement of, or first public announcement of the intent
     of any Person (other than the Company or any employee
     benefit plan of the Company) to commence, a tender or
     exchange offer if, upon consummation thereof, such Person
     would be the Beneficial Owner of 20% or more of the
     outstanding Common Shares, including any such date which is
     after the date of this Agreement and prior to the issuance
     of the Rights.

          (h)  "Person" shall mean any individual, firm,
     corporation, partnership, limited liability company or other
     entity, and shall include any successor (by merger or
     otherwise) of such entity.

          (i)  "Purchase Price" shall mean initially $120 per
     Common Share and shall be subject to adjustment from time to
     time as provided in this Agreement.

          (j)  "Redemption Date" shall have the meaning set forth
     in Section 7 hereof.

          (k)  "Redemption Price" shall mean $0.01 per Right,
     subject to adjustment by resolution of the Board of
     Directors of the Company to reflect any stock split, stock
     dividend or similar transaction occurring after the date
     hereof.

          (l)  "Related Person" shall mean (i) any Subsidiary of
     the Company, (ii) any employee benefit or stock ownership
     plan of the Company or any of its Subsidiaries or (iii) any
     entity holding Common Shares for or pursuant to the terms of
     any such plan.

          (m)  "Securities Act" shall mean the Securities Act of
     1933, as amended.

          (n)  "Share Acquisition Date" shall mean the first date
     of public announcement (which for purposes of this
     definition, shall include, without limitation, a press
     release or a report filed pursuant to Section 13(d) of the
     Exchange Act) by the Company or an Acquiring Person that an
     Acquiring Person has become such.

          (o)  "Subsidiary" of any Person (including the Company)
     shall mean any corporation or other entity of which a
     majority of the voting power of the voting equity securities
     or equity interests is owned, directly or indirectly, by
     such Person; provided, however, that for purposes of Section
     13(b), "Subsidiary" of any Person shall mean any corporation
     or other entity of which at least 20% of the voting power of
     the voting equity securities or equity interests is owned,
     directly or indirectly, by such Person.

     Section 2.     Appointment of Rights Agent.  The Company hereby
appoints the Rights Agent to act as agent for the Company and the
holders of the Rights (who, in accordance with Section 3 hereof, shall
prior to the Distribution Date also be the holders of the Common Shares)



                                   5

in accordance with the terms and conditions hereof, and the Rights
Agent hereby accepts such appointment.  The Company may from time to
time appoint such Co-Rights Agents as it may deem necessary or desirable.

     Section 3.     Issue of Right Certificates.  (a) Until the
earlier of (i) the Close of Business on the tenth day after the
Share Acquisition Date or (ii) the Close of Business on the tenth
day after the date of the commencement of, or first public
announcement of the intent of any Person (other than the Company,
any Subsidiary of the Company or any employee benefit or stock
ownership plan of the Company or any of its Subsidiaries) to
commence, a tender or exchange offer if, upon consummation
thereof, such Person would be the Beneficial Owner of 20% or more
of the then outstanding Common Shares (including any such date
which is after the date of this Agreement and prior to the
issuance of the Rights) (the earlier of such dates being herein
referred to as the "Distribution Date"), (x) the Rights will be
evidenced (subject to the provisions of paragraph (b) of this
Section 3) by the certificates for Common Shares registered in
the names of the holders thereof (which certificates for Common
Shares shall also be deemed to be Right Certificates) and not by
separate Right Certificates, and (y) the Rights and the right to
receive Right Certificates will be transferable only in
connection with the transfer of Common Shares.  As soon as
practicable after the Distribution Date, the Rights Agent will
send, by first-class, postage prepaid mail, to each record holder
of Common Shares as of the Close of Business on the Distribution
Date, at the address of such holder shown on the records of the Company,
a Right Certificate, in substantially the form of Exhibit A hereto,
evidencing one Right for each Common Share so held.  As of and after
the Distribution Date, the Rights will be evidenced solely by such
Right Certificates.

     (b)  As soon as practicable after the Record Date, the
Company will send a copy of a Summary of Rights to Purchase
Common Shares, in substantially the form attached hereto as
Exhibit B (the "Summary of Rights"), by first-class, postage
prepaid mail, to each record holder of Common Shares as of the
Close of Business on the Record Date at the address of such
holder shown on the records of the Company.  With respect to
certificates for Common Shares outstanding as of the Record Date,
notwithstanding the fact that such certificates may contain a
legend referring to an earlier Rights Agreement which has expired
or may contain no legend, until the Distribution Date the Rights
will be evidenced by such certificates for Common Shares
registered in the names of the holders thereof (together with a
copy of the Summary of Rights).  Until the Distribution Date or
an earlier Expiration Date or Final Expiration Date (as such
terms are defined in Section 7 hereof), the surrender for
transfer of any certificate for Common Shares outstanding on the
Record Date, with or without a copy of the Summary of Rights
attached thereto, shall also constitute the transfer of the
Rights associated with the Common Shares represented thereby.




                                   6

     (c)  Rights shall be issued in respect of all Common Shares
which are issued after the Record Date but prior to the earlier
of the Distribution Date, an Expiration Date or the Final
Expiration Date.  Certificates for Common Shares issued after the
Record Date but prior to the earlier of the Distribution Date or
an Expiration Date or the Final Expiration Date (as such terms
are defined in Section 7 hereof) shall have impressed on, printed
on, written on or otherwise affixed to them substantially the
following legend:

          This certificate also evidences and entitles the holder
          hereof to certain Rights as set forth in a Rights
          Agreement between Rogers Corporation and Fleet National
          Bank, dated as of February 25, 1997 (the "Rights
          Agreement"), the terms of which are hereby incorporated
          herein by reference and a copy of which is on file at
          the principal executive offices of Rogers Corporation.
          Under certain circumstances, as set forth in the Rights
          Agreement, such Rights will be evidenced by separate
          certificates and will no longer be evidenced by this
          certificate. Rogers Corporation will mail to the holder
          of this certificate a copy of the Rights Agreement
          without charge after receipt of a written request
          therefor. Under certain circumstances, Rights owned by
          an Acquiring Person or any Affiliate or Associate of an
          Acquiring Person (as such terms are defined in the
          Rights Agreement) may become null and void.

With respect to such certificates containing the foregoing
legend, until the Distribution Date, the Rights associated with
the Common Shares represented by such certificates shall be
evidenced by such certificates alone, and the surrender for
transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares
represented thereby.

     Section 4.     Form of Right Certificates.  The Right
Certificates (and the forms of election to purchase shares and of
assignment to be printed on the reverse thereof) shall be
substantially the same as Exhibit A hereto and may have such
marks of identification or designation and such legends,
summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of
this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on
which the Rights may from time to time be listed, or to conform
to customary practice.  Subject to the provisions of Section 22
hereof, the Right Certificates, whenever issued, shall be dated
as of March 31, 1997, and on their face shall entitle the holders
thereof to purchase such number of Common Shares as shall be set
forth therein at the price per share set forth therein (the
"Purchase Price"), but the number of such shares and the Purchase
Price shall be subject to adjustment as provided herein.

     Section 5.     Countersignature and Registration.  The Right
Certificates shall be executed on behalf of the Company by its
President or any Vice President, either manually or by



                                   7

facsimile signature, and have affixed thereto the Company's seal or a
facsimile thereof which shall be attested by the Treasurer, the
Clerk or the Secretary of the Company, either manually or by
facsimile signature.  The Right Certificates shall be manually
countersigned by the Rights Agent and shall not be valid for any
purpose unless so countersigned.  In case any officer of the
Company who shall have signed any of the Right Certificates shall
cease to be such officer of the Company before countersignature
by the Rights Agent and issuance and delivery by the Company,
such Right Certificates, nevertheless, may be countersigned by
the Rights Agent, and issued and delivered by the Company with
the same force and effect as though the person who signed such
Right Certificates had not ceased to be such officer of the
Company; and any Right Certificate may be signed on behalf of the
Company by any person who, at the actual date of the execution of
such Right Certificate, shall be a proper officer of the Company
to sign such Right Certificate, although at the date of the
execution of this Rights Agreement any such person was not such
an officer.

     Following the Distribution Date, the Rights Agent will keep
or cause to be kept, at its office designated for such purpose,
records for registration and transfer of the Right Certificates
issued hereunder.  Such records shall show the names and
addresses of the respective holders of the Right Certificates,
the number of Rights evidenced on its face by each of the Right
Certificates and the date of execution of each of the Right
Certificates.

     Section 6.     Transfer, Split Up, Combination and Exchange
of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right
Certificates.  Subject to the provisions of Section 14 hereof, at
any time after the Close of Business on the Distribution Date,
and at or prior to the Close of Business on the earlier of the
Expiration Date or the Final Expiration Date, any Right
Certificate or Certificates may be transferred, split up,
combined or exchanged for another Right Certificate or Right
Certificates, entitling the registered holder to purchase a like
number of Common Shares as the Right Certificate or Right
Certificates surrendered then entitled such holder to purchase.
Any registered holder desiring to transfer, split up, combine or
exchange any Right Certificate shall make such request in writing
delivered to the Rights Agent, and shall surrender the Right Certificate
or Right Certificates to be transferred, split up, combined or exchanged
at the principal office of the Rights Agent.  Neither the
Rights Agent nor the Company shall be obligated to take any action
whatsoever with respect to the transfer of any such surrendered
Right Certificate or Right Certificates until the registered holder
shall have completed and signed the certificate following the form
of assignment on the reverse side of such Right Certificate or Right
Certificates and shall have provided such additional evidence of
the identity of the Beneficial Owner (or former Beneficial Owner)
or Affiliates or Associates thereof as the Company or the Rights
Agent shall reasonably request.  Thereupon the Rights Agent shall
countersign and deliver to the person entitled thereto a Right
Certificate or Right Certificates, as the case may be, as so
requested.  The Company may require payment of a sum



                                   8

sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split up, combination or
exchange of Right Certificates.

     Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction
or mutilation of a Right Certificate, and, in case of loss, theft
or destruction, of indemnity or security reasonably satisfactory
to them, and, at the Company's request, reimbursement to the
Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and
cancellation of the Right Certificate if mutilated, the Company
will make and deliver a new Right Certificate of like tenor to
the Rights Agent for countersignature and delivery to the
registered owner in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.

     Section 7.     Exercise of Rights; Purchase Price;
Expiration Date of Rights.

     (a)  Subject to Section 7(e) hereof, the registered holder
of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein) in whole or in part
at any time after the Distribution Date upon surrender of the
Right Certificate, with the form of election to purchase on the
reverse side thereof duly executed, to the Rights Agent at the
office of the Rights Agent designated for such purpose, together
with payment of the Purchase Price for each Common Share as to
which the Rights are exercised, at or prior to the earliest of
(i) the Close of Business on March 30, 2007 (the "Final
Expiration Date"), (ii) the time at which the Rights are redeemed
as provided in Section 23 hereof (the "Redemption Date"), or
(iii) the time at which such Rights are exchanged as provided in
Section 24 hereof (such earlier time being herein referred to as
the "Expiration Date"); provided, however, that no Rights may be
exercised during such time as they may be redeemed as provided in
Section 23 hereof.

     (b)  The Purchase Price for each Common Share pursuant to
the exercise of a Right shall initially be $120, shall be subject
to adjustment from time to time as provided in Sections 11 and 13
hereof and shall be payable in lawful money of the United States
of America in accordance with paragraph (c) below.

     (c)  Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly
executed, accompanied by payment of the Purchase Price for the
shares to be purchased and an amount equal to any applicable
transfer tax in cash or by certified check, bank draft or bank or
postal money order payable to the order of the Company, the
Rights Agent shall thereupon promptly (i) requisition from any
transfer agent of the Common Shares (or make available, if the Rights
Agent is the transfer agent) certificates for the number of Common
Shares to be purchased and the Company hereby irrevocably authorizes
its transfer agent to comply with all such requests, (ii) when
appropriate, requisition from the Company the amount of cash to be paid
in lieu of issuance of fractional shares in accordance with Section 14,



                                   9


(iii) after receipt of such certificates, cause the same to be delivered
to or upon the order of the registered holder of such Right Certificate,
registered in such name or names as may be designated by such
holder, and (iv) when appropriate, after receipt, promptly deliver
such cash to or upon the order of the registered holder of such Right
Certificate.

     (d)  In case the registered holder of any Right Certificate
shall exercise less than all the Rights evidenced thereby, a new
Right Certificate evidencing Rights equivalent to the Rights
remaining unexercised shall be issued by the Rights Agent and
delivered to the registered holder of such Right Certificate or
to his or her duly authorized assigns, subject to the provisions
of Section 14 hereof.

     (e)  Notwithstanding anything in this Agreement to the
contrary, from and after the occurrence of an event described in
Section 11(a)(ii) hereof, any Rights beneficially owned by (i) an
Acquiring Person or an Associate or Affiliate of an Acquiring
Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the
Acquiring Person becomes such, or (iii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the Acquiring
Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in such Acquiring
Person or to any Person with whom the Acquiring Person has any
continuing agreement, arrangement or understanding regarding the
transferred Rights or (B) a transfer which the Board of Directors
of the Company has determined is part of a plan, arrangement or
understanding which has as a primary purpose or effect the
avoidance of this Section 7(e), shall become null and void
without any further action, and no holder of such Rights shall
have any rights whatsoever with respect to such Rights, whether
under any provision of this Agreement or otherwise.  The Company
shall use all reasonable efforts to insure that the provisions of
this Section 7(e) are complied with, but shall have no liability
to any holder of Right Certificates or any other Person as a
result of its failure to make any determinations with respect to
an Acquiring Person or any of its Affiliates, Associates or
transferees hereunder.

     (f)  Notwithstanding anything in this Agreement to the
contrary, neither the Rights Agent nor the Company shall be
obligated to undertake any action with respect to a registered
holder of Rights upon the occurrence of any purported exercise as
set forth in this Section 7 unless such registered holder shall
have (i) completed and signed the certificate following the form
of election to purchase set forth on the reverse side of the
Right Certificate surrendered for such exercise, and (ii)
provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company shall reasonably request.



                                   10


     Section 8.     Cancellation and Destruction of Right
Certificates.  All Right Certificates surrendered for the purpose
of exercise, transfer, split up, combination or exchange shall, if
surrendered to the Company or to any of its agents, be
delivered to the Rights Agent for cancellation or in cancelled
form, or, if surrendered to the Rights Agent, shall be cancelled
by it, and no Right Certificates shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this
Right Agreement.  The Company shall deliver to the Rights Agent
for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or
acquired by the Company otherwise than upon the exercise thereof.
The Rights Agent shall deliver all cancelled Right Certificates
to the Company, or shall, at the written request of the Company,
destroy such cancelled Right Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company.

     Section 9.     Reservation and Availability of Common
Shares.

     (a)  The Company covenants and agrees that it will cause to
be reserved and kept available out of its authorized and unissued
Common Shares or any authorized and issued Common Shares held in
its treasury, the number of Common Shares that will be sufficient
to permit the exercise in full of all outstanding Rights; such
number of Common Shares reserved and kept available shall be
adjusted from time to time, if and to the extent required, upon
the occurrence of any of the events described in Sections 11 or
13 hereof.

     (b)  In the event that the number of Common Shares which is
authorized by the Company's certificate of incorporation but not
outstanding or reserved for issuance for purposes other than upon
exercise of the Rights is not sufficient to permit the exercise
in full of a Right in accordance with Section 7 hereof and the
Rights shall become so exercisable, the Company shall, within
thirty (30) days after the surrender of such Right, and to the
extent permitted by applicable law and any material agreements in
effect on the date hereof to which the Company is a party:  (A)
with respect to each Right, upon exercise of such Right, issue
Common Shares to the extent available for the exercise in full of
such Right and, to the extent Common Shares are not so available,
make adequate provision to substitute for the Common Shares in
question not received upon exercise of such Right (1) other
equity securities of the Company which are deemed in good faith
by the Board of Directors of the Company to have substantially
the same value as Common Shares (such other equity securities are
herein called "common share equivalents"), (2) debt securities of
the Company, (3) cash, (4) other assets, (5) a reduction in the
Purchase Price, or (6) any combination of the foregoing, having a
value which, when added to the value of the Common Shares
actually issued upon exercise of such Right, shall have an
aggregate value equal to the then current value of the Common
Shares issuable upon the exercise of a Right, where such
aggregate value has been determined in good faith by the Board of
Directors of the Company based upon the advice of an independent
investment banking firm selected in good faith by the Board of
Directors of the Company.  If the Board of Directors of



                                   11

the Company shall determine in good faith that it is likely that
sufficient additional Common Shares could be authorized for
issuance upon exercise in full of the Rights, the thirty (30) day
period set forth above may be extended to the extent necessary,
but no more than ninety (90) days after the surrender of the
Right, in order that the Company may seek stockholder approval
for the authorization of such additional shares (such thirty (30)
day period, as it may be extended, is herein called the
"Substitution Period").  To the extent that the Company determines
that some action must be taken pursuant to the first and/or second
sentence of this paragraph, the Company (x) shall provide that such
action shall apply uniformly to all outstanding Rights, and (y) may
suspend the exercisability of the Rights until the expiration of the
Substitution Period in order to seek any authorization of
additional shares and/or to decide the appropriate form of
distribution to be made pursuant to such first sentence and to
determine the value thereof.  In the event of any such suspension,
the Company shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as
well as a public announcement at such time as the suspension is
no longer in effect.  For purposes of this paragraph, the value
of a Common Share shall be the current per share market price of
the Common Shares on the date that a Right is exercised pursuant
to Section 7 hereof and the per share or per unit value of any
common share equivalent shall be deemed to equal the current per
share market price of the Common Shares on such date.  The Board
of Directors of the Company may, but shall not be required to,
establish procedures to allocate the right to receive Common Shares
upon the exercise of the Rights among holders of the Rights pursuant
to this paragraph.  If and to the extent that the Board of Directors
of the Company shall have determined that any legal or contractual
restrictions prevent the Company from paying any amounts required to
be paid hereunder in accordance with this Section 9(b), the Company
shall pay to the holders of Rights as to which such payments are
being made all amounts which are not then restricted on a pro rata
basis.  The Company shall continue to make payments on a pro rata
basis as funds become available until such payments have been
paid in full.

     (c)  So long as the Common Shares issuable upon the exercise
of Rights may be listed on any national securities exchange, the
Company shall use its best efforts to cause, from and after such
time as the Rights become exercisable, all shares reserved for
such issuance to be listed on such exchange upon official notice
of issuance upon such exercise.

     (d)  The Company covenants and agrees that it will take all
such action as may be necessary to ensure that all Common Shares
delivered upon exercise of Rights shall, at the time of delivery
of the certificates for such shares (subject to payment of the
Purchase Price), be duly and validly authorized and issued and
fully paid and nonassessable shares.

     (e)  The Company further covenants and agrees that it will,
if required by law, use its best efforts to (i) file on an
appropriate form, following the Distribution Date, a registration
statement under the Securities Act with respect to the securities
purchasable upon exercise of the



                                   12


Rights, (ii) cause such registration statement to become effective
as soon as practicable after such filing, and (iii) cause such
registration statement to remain effective (with a prospectus at all
times meeting the requirements of the Securities Act) until the
earlier of (A) the date as of which the Rights are no longer exercisable
for such securities, and (B) the Final Expiration Date.  The Company
will also take such action as may be appropriate under, or to ensure
compliance with, the securities or "blue sky" laws of the various
states in connection with the exercisability of the Rights.  The
Company may temporarily suspend the exercisability of the Rights
in order to prepare and file such registration statement and
permit it to become effective, and, upon any such suspension, the
Company will issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as
well as a public announcement at such time as the suspension is
no longer in effect.

     (f)  In the event that the Company is obligated to issue
other securities of the Company, pay cash and/or distribute other
property pursuant to Sections 11, 13 and 14 hereof, the Company
further covenants and agrees that it will make all arrangements
necessary so that such other securities, cash and/or property are
available for distribution by the Rights Agent, if and when
appropriate.

     (g)  The Company further covenants and agrees that it will
pay when due and payable any and all federal and state transfer
taxes and charges which may be payable in respect of the issuance
or delivery of the Right Certificates or of any Common Shares
upon the exercise of Rights.  The Company shall not, however, be
required to pay any transfer tax which may be payable in respect
of any transfer or delivery of Right Certificates to a person
other than, or the issuance or delivery of certificates for the
Common Shares in a name other than that of, the registered holder
of the Right Certificate evidencing Rights surrendered for
exercise or to issue or deliver any certificates for Common
Shares upon the exercise of any Rights until any such tax shall
have been paid (any such tax being payable by the holder of such
Right Certificate at the time of surrender) or until it has been
established to the Company's satisfaction that no such tax is
due.

     (h)  Notwithstanding anything in this Agreement to the
contrary, the Company further covenants and agrees that, after
the Distribution Date, it will not, except as permitted by
Section 23 or Section 27 hereof, take (or permit any Subsidiary
to take) any action if at the time such action is taken it is
reasonably foreseeable that such action will diminish or
otherwise eliminate the benefits intended to be afforded by the
Rights.

     Section 10.    Common Shares Record Date.  Each person in
whose name any certificate for Common Shares is issued upon the
exercise of Rights shall for all purposes be deemed to have
become the holder of record of the Common Shares represented
thereby on, and such certificate shall be dated, the date upon
which the Right Certificate evidencing such Rights was



                                   13


duly surrendered and payment of the Purchase Price (and any applicable
transfer taxes) was made; provided, however, that if the date of
such surrender and payment is a date upon which the Common Shares
transfer books of the Company are closed, such person shall be
deemed to have become the record holder of such shares on, and
such certificate shall be dated, the next succeeding Business Day
on which the Common Shares transfer books of the Company are
open.

     Prior to the exercise of the Rights evidenced thereby, the
holder of a Right Certificate shall not be entitled to any rights
of a stockholder of the Company with respect to shares for which
the Rights shall be exercisable, including, without limitation,
the right to vote, to receive dividends or other distributions or
to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as
provided herein.

     Section 11.    Adjustment of Purchase Price, Number of
Shares or Number of Rights.  The Purchase Price, the number and
kind of securities covered by each Right and the number of Rights
outstanding are subject to adjustment from time to time as
provided in this Section 11.

          (a)  (i)   In the event the Company shall at any time
     after the date of this Agreement (A) declare a dividend on
     the Common Shares payable in Common Shares, (B) subdivide the
     outstanding Common Shares,  (C) combine the outstanding Common
     Shares into a smaller number of shares or (D) issue any shares
     of its capital stock in a reclassification of the Common Shares
     (including any such reclassification in connection with a
     consolidation or merger in which the Company is the continuing
     or surviving corporation), except as otherwise provided in this
     Section 11(a) and Section 7(e) hereof, the Purchase Price in effect
     at the time of the record date for such dividend or of the
     effective date of such subdivision, combination or
     reclassification, and the number and kind of shares of capital
     stock issuable on such date, shall be proportionately adjusted
     so that the holder of any Right exercised after such time shall
     be entitled to receive the aggregate number and kind of shares
     of capital stock which, if such Right had been exercised immediately
     prior to such date and at a time when the Common Shares
     transfer books of the Company were open, he or she would
     have owned upon such exercise and been entitled to receive
     by virtue of such dividend, subdivision, combination or
     reclassification; provided, however, that in no event shall
     the consideration to be paid upon the exercise of one Right
     be less than the aggregate par value of the shares of
     capital stock of the Company issuable upon the exercise of
     one Right.  If an event occurs which would require an
     adjustment under both Section 11(a)(i) and Section 11(a)(ii)
     or Section 13, the adjustment provided for in this Section
     11(a)(i) shall be in addition to, and shall be made prior
     to, any adjustment required pursuant to Section 11(a)(ii) or
     Section 13.



                                   14

          (ii) In the event that

               (A)  any Person (other than the Company or any
          Related Person), alone or together with all Affiliates
          and Associates of such Person, shall at any time after
          the date of this Agreement, become the Beneficial Owner
          of 20% or more of the Common Shares then outstanding
          (other than pursuant to any transaction set forth in
          Section 13(a)); provided, however, that a Person shall
          not be deemed to have become the Beneficial Owner of
          20% or more of the Common Shares then outstanding for
          the purposes of this Section 11(a)(ii)(A) solely as a
          result of a reduction in the number of Common Shares
          outstanding, unless and until (1) such Person or any
          Affiliate or Associate of such Person shall thereafter
          become the Beneficial Owner of any additional Common
          Shares other than as a result of a stock dividend,
          stock split or similar transaction effected by the
          Company in which all holders of Common Shares are
          treated equally or (2) any other Person who is the
          Beneficial Owner of any Common Shares shall thereafter
          become an Affiliate or Associate of such Person, or

               (B)  any Acquiring Person or any Associate or
          Affiliate of any Acquiring Person, at any time after
          the date of this Agreement at which for any reason the
          adjustments provided for in this Section 11(a)(ii)
          shall not have been theretofore effected and then be
          continuing in effect pursuant to Section 11(a)(ii)(A),
          directly or indirectly, shall (1) merge into the
          Company or otherwise combine with the Company and the
          Company shall be the continuing or surviving
          corporation of such merger or combination (other than
          in a transaction subject to Section 13), (2) merge or
          otherwise combine with any Subsidiary of the Company,
          (3) in one or more transactions (other than in connection
          with the exercise of Rights or the exercise or conversion of
          securities exercisable for or convertible into capital
          stock of the Company or any of its Subsidiaries) transfer
          any assets to the Company or any of its Subsidiaries
          in exchange (in whole or in part) for shares of any class
          of capital stock of the Company or any of its Subsidiaries
          or for securities exercisable for or convertible into
          shares of any class of capital stock of the Company or any
          of its Subsidiaries, or otherwise obtain from the Company or
          any of its Subsidiaries, with or without consideration,
          any additional shares of any class of capital stock of
          the Company or any of its Subsidiaries or securities
          exercisable for or convertible into shares of any class
          of capital stock of the Company or any of its
          Subsidiaries (other than as part of a pro rata
          distribution to all holders of such shares of any class
          of capital stock of the Company or any of its
          Subsidiaries), (4) sell, purchase, lease, exchange,
          mortgage, pledge, transfer or otherwise dispose of (in
          one or more transactions) any assets (including
          securities), to, from, with or of, as the case
          
          

                                   15
          
          may be, the Company or any of its Subsidiaries (other than
          in a transaction subject to Section 13), (5) receive any
          compensation from the Company or any of its
          Subsidiaries other than compensation as a Director or
          for full-time employment as a regular employee, in
          either case, at rates in accordance with the Company's
          (or its Subsidiaries') past practices, (6) receive the
          benefit, directly or indirectly (except proportionately
          as a stockholder), of any loans, advances, guarantees,
          pledges or other financial assistance or any tax
          credits or other tax advantage provided by the Company
          or any of its Subsidiaries, or (7) through its nominees
          or representatives or otherwise, cause the Company to
          effect any reclassification of securities (including
          any reverse stock split) or recapitalization of the
          Company, or any merger or consolidation of the Company
          with any of its Subsidiaries or any other transaction
          or series of transactions involving the Company or any
          of its Subsidiaries (whether or not with or into or
          otherwise involving an Acquiring Person), other than a
          transaction subject to Section 13 hereof, which has the
          effect, directly or indirectly, of increasing by more
          than 1% the proportionate share of the outstanding
          shares of any class of equity securities or of
          securities exercisable for or convertible into equity
          securities of the Company or any of its Subsidiaries of
          which an Acquiring Person or any Associate or Affiliate
          of an Acquiring Person is the Beneficial Owner,

     then, and in each such case, proper provision shall be made
     so that each holder of a Right, except as provided below,
     shall thereafter have a right to receive, upon exercise
     thereof in accordance with the terms of this Agreement at an
     exercise price per Right equal to the product of the then
     current Purchase Price multiplied by the number of Common
     Shares for which a Right is then exercisable, in accordance
     with the terms of this Agreement, such number of Common
     Shares as shall equal the result obtained by (x) multiplying
     the then current Purchase Price by the number of Common
     Shares for which a Right is then exercisable and dividing
     that product by (y) 50% of the then current per share market
     price of the Common Shares (determined pursuant to Section
     11(d)) on the date on which any Person shall become an
     Acquiring Person.  In the event that any Person shall become
     an Acquiring Person and the Rights shall then be
     outstanding, the Company shall not take any action which
     would eliminate or diminish the benefits intended to be afforded
     by the Rights.

          Notwithstanding the foregoing, any Rights that are or
     were acquired or beneficially owned by any Acquiring Person
     (or any Associate or Affiliate of such Acquiring Person)
     shall be null and void and any holder of such Rights shall
     thereafter have no right to exercise such Rights under any
     provision of this Agreement.  No Right Certificate shall be
     issued pursuant to Section 3 that represents Rights
     beneficially owned by an Acquiring Person or any Associate
     or Affiliate thereof whose Rights would be null
     
     


                                   16

     and void pursuant to the preceding sentence, and no Right
     Certificate shall be issued at any time upon the transfer of
     any Rights to an Acquiring Person or any Associate or Affiliate
     thereof or to any nominee of such Acquiring Person, Associate or
     Affiliate whose Rights would be null and void pursuant to
     the preceding sentence, and any Right Certificate delivered
     to the Rights Agent for transfer to an Acquiring Person or
     any Associate or Affiliate thereof whose Rights would be
     null and void pursuant to the preceding sentence shall be
     cancelled.

          (b)  In the event the Company shall fix a record date
     for the issuance of rights, options or warrants to all
     holders of Common Shares entitling them (for a period
     expiring within 45 calendar days after such record date) to
     subscribe for or purchase Common Shares (or shares having
     the same rights, privileges and preferences as Common Shares
     ("equivalent common shares")) (or securities convertible
     into Common Shares or equivalent common shares) at a price
     per Common Share or equivalent common share (or having a
     conversion price per share, if a security convertible into
     Common Shares or equivalent common shares) less than the
     current per share market price of the Common Shares (as
     defined in Section 11(d)) on such record date, the Purchase
     Price to be in effect after such record date shall be
     determined by multiplying the Purchase Price in effect
     immediately prior to such record date by a fraction, the
     numerator of which shall be the number of Common Shares
     outstanding on such record date plus the number of Common
     Shares which the aggregate offering price of the total
     number of Common Shares and/or equivalent common shares so
     to be offered (and/or the aggregate initial conversion price
     of the convertible securities so to be offered) would
     purchase at such current market price and the denominator of
     which shall be the number of Common Shares outstanding on
     such record date plus the number of additional Common Shares
     and/or equivalent common shares to be offered for
     subscription or purchase (and/or into which the convertible
     securities so to be offered are initially convertible).  In
     case such subscription price may be paid in a consideration
     part or all of which shall be in a form other than cash, the
     value of such consideration shall be as determined in good
     faith by the Board of Directors of the Company, whose
     determination shall be described in a statement filed with
     the Rights Agent.  Common Shares owned by or held for the
     account of the Company shall not be deemed outstanding for
     the purpose of any such computation.  Such adjustment shall
     be made successively whenever such a record date is fixed;
     and in the event that such rights, options or warrants are
     not so issued, the Purchase Price shall be adjusted to be
     the Purchase Price which would then be in effect if such
     record date had not been fixed.

          (c)  In the event the Company shall fix a record date
     for the making of a distribution to all holders of the
     Common Shares (including any such distribution made in
     connection with a consolidation or merger in which the
     Company is the continuing or
     
     

                                   17
     
     surviving corporation) of evidences of indebtedness, assets,
     cash (other than the first regular periodic cash dividend paid
     after the date of this Agreement and a subsequent regular
     periodic cash dividend at a rate not in excess of 200% of the
     rate of the last regular periodic cash dividend theretofore paid),
     stock (other than a dividend payable in Common Shares) or
     subscription rights, options or warrants (excluding those
     referred to in Section 11(b)), the Purchase Price to be in
     effect after such record date shall be determined by
     multiplying the Purchase Price in effect immediately prior
     to such record date by a fraction, the numerator of which
     shall be the current per share market price of the Common
     Shares (as defined in Section 11(d)) on such record date,
     less the fair market value (as determined in good faith by
     the Board of Directors of the Company, whose determination
     shall be described in a statement filed with the Rights
     Agent and shall be conclusive for all purposes) of the
     portion of the evidences of indebtedness, assets, cash or
     stock so to be distributed (in the case of periodic cash
     dividends, excluding the first regular periodic cash
     dividend paid after the date of this Agreement and, with
     respect to subsequent regular periodic cash dividends,
     including only that portion in excess of 200% of the rate of
     the last regular periodic cash dividend theretofore paid) or
     of such subscription rights, options or warrants applicable
     to one Common Share and the denominator of which shall be
     such current per share market price of the Common Shares;
     provided, however, that in no event shall the consideration
     to be paid upon the exercise of one Right be less than the
     aggregate par value of the shares of capital stock of the
     Company issuable upon the exercise of one Right.  Such
     adjustments shall be made successively whenever such a
     record date is fixed; and in the event that such
     distribution is not so made, the Purchase Price shall again
     be adjusted to be the Purchase Price which would then be in
     effect if such record date had not been fixed.

          (d)  For the purpose of any computation hereunder, the
     "current per share market price" of any security (a
     "Security" for purposes of this Section 11(d)) on any date
     shall be deemed to be the average of the daily closing
     prices per share of such Security for the 30 consecutive
     Trading Days (as such term is hereinafter defined)
     immediately prior to such date; provided, however, that in
     the event that the current per share market price of the
     Security is determined during a period following the
     announcement by the issuer of such Security of (i) a
     dividend or distribution on such Security payable in such
     Security or securities convertible into such Security or
     (ii) any subdivision, combination or reclassification of
     such Security, and prior to the expiration of 30 Trading
     Days after the ex-dividend date for such dividend or
     distribution, or the record date for such subdivision,
     combination or reclassification, then, and in each such
     case, the "current market price" shall be appropriately
     adjusted to reflect the current market price per share
     equivalent of such Security.  The closing price for each day
     shall be the last sale price, regular way, or, in case no
     such sale takes place on such day, the
     
     

                                   18
     
     average of the closing bid and asked prices, regular way, in
     either case as reported in the principal consolidated transaction
     reporting system with respect to securities listed or admitted to
     trading on the American Stock Exchange or, if the Security
     is not listed or admitted to trading on the American Stock Exchange,
     as reported in the principal consolidated transaction reporting
     system with respect to securities listed on the principal national
     securities exchange on which the Security is listed or admitted
     to trading or, if the Security is not listed or admitted to
     trading on any national securities exchange, the last quoted price
     or, if not so quoted, the average of the high bid and low asked
     prices in the over-the-counter market, as reported by the
     National Association of Securities Dealers, Inc. Automated
     Quotation System ("NASDAQ") or such other system then in
     use, or, if on any such date the Security is not quoted by
     any such organization, the average of the closing bid and
     asked prices as furnished by a professional market maker
     making a market in the Security selected by the Board of
     Directors of the Company.  If on any such date no market
     maker is making a market in the Security, the fair value of
     such shares on such date as determined in good faith by the
     Board of Directors of the Company shall be used.  The term
     "Trading Day" shall mean a day on which the principal
     national securities exchange on which the Security is listed
     or admitted to trading is open for the transaction of
     business or, if the Security is not listed or admitted to
     trading on any national securities exchange, a Business Day.
     For the purposes of any computation hereunder, if the
     Security is not publicly held or not so listed or traded,
     "current per share market price" shall mean the fair value
     per share as determined in good faith by the Board of
     Directors of the Company, whose determination shall be
     described in a statement filed with the Rights Agent and
     shall be conclusive for all purposes.

          (e)  No adjustment in the Purchase Price shall be
     required unless such adjustment would require an increase or
     decrease of at least 1% in such price; provided, however,
     that any adjustments which by reason of this Section l1(e)
     are not required to be made shall be carried forward and
     taken into account in any subsequent adjustment.  All
     calculations under this Section 11 shall be made to the
     nearest cent or to the nearest one ten-thousandth of a
     Common Share or other share or security as the case may be.
     Notwithstanding the first sentence of this Section 11(e),
     any adjustment required by this Section 11 shall be made no
     later than the earlier of (i) three years from the date of
     the transaction which requires such adjustment or (ii) the
     date of the expiration of the right to exercise any Rights.

          (f)  If as a result of an adjustment made pursuant to
     Section 11(a), the holder of any Right thereafter exercised
     shall become entitled to receive any shares of capital stock
     of the Company other than Common Shares, thereafter the
     number of such other shares so receivable upon exercise of
     any Right shall be subject to adjustment from time to time
     in a manner and on terms as nearly equivalent as practicable
     to the provisions
     


                                   19
     
     with respect to the shares contained in Section 11(a) through
     (c), inclusive, and the provisions of Sections 7, 9, 10, 13 and
     14 hereof with respect to the Common Shares shall apply on like
     terms to any such other shares.

          (g)  All Rights originally issued by the Company
     subsequent to any adjustment made to the Purchase Price
     hereunder shall evidence the right to purchase, at the
     adjusted Purchase Price, the number of Common Shares
     purchasable from time to time hereunder upon exercise of the
     Rights, all subject to further adjustment as provided
     herein.

          (h)  Unless the Company shall have exercised its
     election as provided in Section 11(i), upon each adjustment
     of the Purchase Price as a result of the calculations made
     in Section 11(b) and (c), each Right outstanding immediately
     prior to the making of such adjustment shall thereafter
     evidence the right to purchase, at the adjusted Purchase
     Price, that number of shares (calculated to the nearest ten-
     thousandth) obtained by (i) multiplying (x) the number of
     shares covered by a Right immediately prior to this
     adjustment by (y) the Purchase Price in effect immediately
     prior to such adjustment of the Purchase Price and (ii)
     dividing the product so obtained by the Purchase Price in
     effect immediately after such adjustment of the Purchase
     Price.

          (i)  The Company may elect on or after the date of any
     adjustment of the Purchase Price to adjust the number of
     Rights, in substitution for any adjustment in the number of
     Common Shares issuable upon the exercise of a Right.  Each
     of the Rights outstanding after such adjustment of the
     number of Rights shall be exercisable for the number of
     Common Shares for which a Right was exercisable immediately
     prior to such adjustment.  Each Right held of record prior
     to such adjustment of the number of Rights shall become that
     number of Rights (calculated to the nearest ten-thousandth)
     obtained by dividing the Purchase Price in effect
     immediately prior to adjustment of the Purchase Price by the
     Purchase Price in effect immediately after adjustment of the
     Purchase Price.  The Company shall make a public
     announcement of its election to adjust the number of Rights,
     indicating the record date for the adjustment, and, if known
     at the time, the amount of the adjustment to be made.  This
     record date may be the date on which the Purchase Price is
     adjusted or any day thereafter, but, if the Right
     Certificates have been issued, shall be at least 10 days
     later than the date of the public announcement.  If Right
     Certificates have been issued, upon each adjustment of the
     number of Rights pursuant to this Section 11(i), the Company
     shall, as promptly as practicable, cause to be distributed
     to holders of record of Right Certificates on such record
     date Right Certificates evidencing, subject to Section 14
     hereof, the additional Rights to which such holders shall be
     entitled as a result of such adjustment, or, at the option
     of the Company, shall cause to be distributed to such
     holders of record in substitution and replacement for the
     Right Certificates held by such holders prior to the date of
     adjustment, and upon
     
     

                                   20
     
     surrender thereof, if required by the Company, new Right
     Certificates evidencing all the Rights to which such holders
     shall be entitled after such adjustment.  Right Certificates so
     to be distributed shall be issued, executed and countersigned
     in the manner provided for herein (and may bear, at the option
     of the Company, the adjusted Purchase Price) and shall be
     registered in the names of the holders of record of Right
     Certificates on the record date specified in the public
     announcement.

          (j)  Irrespective of any adjustment or change in the
     Purchase Price or the number of Common Shares issuable upon
     the exercise of the Rights, the Right Certificates
     theretofore and thereafter issued may continue to express
     the Purchase Price per share and the number of shares which
     were expressed in the initial Right Certificates issued
     hereunder.

          (k)  Before taking any action that would cause an
     adjustment reducing the Purchase Price below the then par
     value, if any, of the Common Shares issuable upon exercise
     of the Rights, the Company shall take any corporate action
     which may, in the opinion of its counsel, be necessary in
     order that the Company may validly and legally issue fully
     paid and nonassessable Common Shares at such adjusted
     Purchase Price.

          (l)  In any case in which this Section 11 shall require
     that an adjustment in the Purchase Price be made effective
     as of a record date for a specified event, the Company may
     elect to defer until the occurrence of such event the
     issuing to the holder of any Right exercised after such
     record date the Common Shares and other capital stock or
     securities of the Company, if any, issuable upon such
     exercise over and above the Common Shares and other capital
     stock or securities of the Company, if any, issuable upon
     such exercise on the basis of the Purchase Price in effect
     prior to such adjustment; provided, however, that the
     Company shall deliver to such holder a due bill or other
     appropriate instrument evidencing such holder's right to
     receive such additional shares upon the occurrence of the
     event requiring such adjustment.

          (m)  Anything in this Section 11 to the contrary
     notwithstanding, the Company shall be entitled to make such
     reductions in the Purchase Price, in addition to those
     adjustments expressly required by this Section 11, as and to
     the extent that it in its sole discretion shall determine to
     be advisable in order that any consolidation or subdivision
     of the Common Shares, issuance wholly for cash of any of the
     Common Shares at less than the current market price,
     issuance wholly for cash of Common Shares or securities
     which by their terms are convertible into or exchangeable
     for Common Shares, stock dividends or issuance of rights,
     options or warrants referred to hereinabove in this Section
     11, hereafter made by the Company to holders of its Common
     Shares shall not be taxable to such stockholders.
          


                                   21


          (n)  Notwithstanding anything in this Agreement to the
     contrary, in the event that at any time after the date of
     this Agreement and prior to the Distribution Date, the
     Company shall (i) declare or pay any dividend on the Common
     Shares payable in Common Shares or (ii) effect a
     subdivision, combination or consolidation of the Common
     Shares by reclassification otherwise than by payment of
     dividends in Common Shares into a greater or lesser number
     of Common Shares, then in any such case (i) the number of
     Common Shares purchasable after such event upon proper
     exercise of each Right shall be determined by multiplying
     the number of Common Shares so purchasable immediately prior
     to such event by a fraction, the numerator of which is the
     number of Common Shares outstanding immediately before such
     event and the denominator of which is the number of Common
     Shares outstanding immediately after such event, and (ii)
     each Common Share outstanding immediately after such event
     shall have issued with respect to it that number of Rights
     which each Common Share outstanding immediately prior to
     such event had issued with respect to it.  The adjustments
     provided for in this Section 11(n) shall be made
     successively whenever such a dividend is declared or paid or
     such a subdivision, combination or consolidation is
     effected.

          (o)  The Company covenants and agrees that it shall
     not, at any time after the Distribution Date, (i)
     consolidate with any other Person (other than a Subsidiary
     of the Company in a transaction which complies with Section
     11(p) hereof), (ii) merge with or into any other person
     (other than a Subsidiary of the Company in a transaction
     which complies with Section 11(p) hereof), or (iii) sell or
     transfer (or permit any Subsidiary to sell or transfer), in
     one transaction, or a series of related transactions, assets
     or earning power aggregating more than 50% of the assets or
     earning power of the Company and its Subsidiaries (taken as
     a whole) to any other Person or Persons (other than the
     Company and/or any of its Subsidiaries in one or more
     transactions each of which complies with Section 11(p)
     hereof), if (x) at the time of or immediately after such
     consolidation, merger or sale there are any rights, warrants
     or other instruments or securities outstanding or agreements
     in effect which would substantially diminish or otherwise
     eliminate the benefits intended to be afforded by the Rights
     or (y) prior to, simultaneously with or immediately after
     such consolidation, merger or sale, the stockholders of the
     Person who constitutes, or would constitute, the "Issuer"
     for purposes of Section 13(a) hereof shall have received a
     distribution of Rights previously owned by such Person or
     any of its Affiliates and Associates.

          (p)  The Company covenants and agrees that, after the
     Distribution Date, it will not, except as permitted by
     Section 23 or Section 27 hereof, take (or permit any
     Subsidiary to take) any action if at the time such action is
     taken it is reasonably foreseeable that such action will
     diminish substantially or otherwise eliminate the benefits
     intended to be afforded by the Rights.
     
     

                                   22

     
     Section 12.    Certificate of Adjusted Purchase Price or
Number of Shares.  Whenever an adjustment is made as provided in
Sections 11 and 13 hereof, the Company shall (a) promptly prepare
a certificate setting forth such adjustment, and a brief
statement of the facts accounting for such adjustment, (b)
promptly file with the Rights Agent and with each transfer agent
for the Common Shares a copy of such certificate and (c) mail a
brief summary thereof to each holder of a Right Certificate in
accordance with Section 25 hereof.  The Rights Agent shall be
fully protected in relying on any such certificate and on any
adjustment therein contained and shall not be deemed to have
knowledge of any adjustment unless and until it shall have
received such certificate.

     Section 13.    Consolidation, Merger or Sale or Transfer of
Assets or Earning Power.

     (a)  In the event that, following the Share Acquisition
Date, directly or indirectly, (i)  the Company shall consolidate
with, or merge with or into, any other Person and the Company
shall not be the continuing or surviving corporation of such
consolidation or merger, (ii) any Person shall consolidate with
the Company, or merge with and into the Company and the Company
shall be the continuing or surviving corporation of such
consolidation or merger and, in connection with such
consolidation or merger, all or part of the Common Shares shall
be changed into or exchanged for stock or other securities of any
other Person or cash or any other property, or (iii) the Company
shall sell or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise transfer), in one or more
transactions, assets or earning power aggregating more than 50%
of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person, then, and in
each such case, proper provision shall be made so that (A) each holder
of a Right shall thereafter have the right to receive, upon the
exercise thereof at the then-current Purchase Price in accordance with
the terms of this Agreement, such number of validly authorized and
issued, fully paid, nonassessable and freely tradeable Common Shares
of the Issuer (as such term is defined in Section 13(b)), free and
clear of any liens, encumbrances and other adverse claims and not
subject to any rights of call or first refusal as shall be equal to
the result obtained by (x) multiplying the then current Purchase Price
by the number of Common Shares for which a Right is then exercisable
and dividing that product by (y) 50% of the current per share
market price of the Common Shares (determined pursuant to Section
11(d) hereof) of the Issuer on the date of consummation of such
consolidation, merger, sale or transfer; (B) the Issuer of such
Common Shares shall thereafter be liable for, and shall assume,
by virtue of such consolidation, merger, sale or transfer, all
the obligations and duties of the Company pursuant to this
Agreement; (C) the term "Company" shall thereafter be deemed to
refer to such Issuer; and (D) such Issuer shall take such steps
(including, but not limited to, the reservation of a sufficient
number of its Common Shares to permit the exercise in full of all
outstanding Rights which have not become null and void in
accordance with Section 11(a)(ii)) in connection with such
consummation as may be necessary to assure that the provisions
hereof shall thereafter be



                                   23

applicable, as nearly as reasonably may be, in relation to its
Common Shares thereafter deliverable upon the exercise of the Rights.

     (b)  For purposes of this Section 13, "Issuer" shall mean
(i) in the case of any event described in Sections 13(a)(i) or
(ii) above, the Person that is the continuing, surviving,
resulting or acquiring Person (including the Company as the
continuing or surviving corporation of a transaction described in
Section 13(a)(ii) above), and (ii) in the case of any event
described in Section 13(a)(iii) above, the Person that is the
party receiving the greatest portion of the assets or earning
power (including, without limitation, securities creating any
obligation on the part of the Company and/or any of its
Subsidiaries) transferred pursuant to such transaction or
transactions; provided, however, that, in any such case, (A) if
(1) the Common Shares of such Person are not at the time of such
merger, consolidation or transaction and have not been
continuously over the preceding 12-month period, registered
pursuant to Section 12 of the Exchange Act, and (2) such Person
is a Subsidiary, directly or indirectly, of another Person, the
Common Shares of which are and have been so registered, the term
"Issuer" shall mean such other Person; and (B), in case such
Person is a Subsidiary, directly or indirectly, of more than one
Person, the Common Shares of two or more of which are and have
been so registered, the term "Issuer" shall mean whichever of
such Persons is the issuer of the Common Shares having the
greatest aggregate market value.

     Notwithstanding the foregoing, if the Issuer in any of the
events described in Section 13(a) is not a corporation or other
legal entity having outstanding equity securities, then, and in
each such case, (i) if the Issuer is directly or indirectly
wholly owned by a corporation or other legal entity having
outstanding equity securities, then all references to Common
Shares of the Issuer shall be deemed to be references to Common
Shares of the corporation or other legal entity having
outstanding equity securities which ultimately controls the
Issuer, and (ii) if there is no such corporation or other legal
entity having outstanding equity securities, (Y) proper provision
shall be made so that the Issuer shall create or otherwise make
available for purposes of the exercise of the Rights in
accordance with the terms of this Agreement, a type or types of
security or securities having a fair market value at least equal
to the economic value of the Common Shares which each holder of a
Right would have been entitled to receive if the Issuer had been
a corporation or other legal entity having outstanding equity
securities and (Z) all other provisions of this Agreement shall
apply to the issuer of such securities as if such securities were
Common Shares.

     (c)  The Company shall not consummate any consolidation,
merger, sale or transfer described in Section 13(a) unless the
Issuer shall have a sufficient number of authorized Common Shares
(or other securities as contemplated in Section 13(b) above)
which have not been issued or reserved for issuance to permit the
exercise in full of the Rights in accordance with this Section 13
and unless prior to such consummation the Company and the Issuer
shall have executed and delivered to the Rights Agent a
supplemental agreement (i) providing for the



                                   24

terms set forth in subsections (a) and (b) of this Section 13 and
(ii) further providing that as soon as practicable after the
consummation of any such consolidation, merger, sale or transfer
described in Section 13(a), the Issuer will (A), if legally required,
prepare and file a registration statement under the Securities Act
with respect to the Rights and the securities purchasable upon
exercise of the Rights on an appropriate form, and will use its
best efforts to cause such registration statement to (1) become
effective as soon as practicable after such filing and (2) remain
effective (with a prospectus at all times meeting the
requirements of the Securities Act) until the Expiration Date;
(B), if legally required, take all such actions as may be
appropriate under, or to ensure compliance with, the securities
or "blue sky" laws of the various states in connection with the
exercisability of the Rights; and (C) deliver to holders of the
Rights historical financial statements for the Issuer and each of
its Affiliates which comply in all respects with the requirements
for registration on Form 10 under the Exchange Act.

     (d)  The provisions of this Section 13 shall similarly apply
to successive mergers or consolidations or sales or other
transfers.

     Section 14.    Fractional Rights and Fractional Shares.

     (a)  The Company shall not be required to issue fractions of
Rights or to distribute Right Certificates which evidence
fractional Rights.   In lieu of such fractional Rights, there
shall be paid to the registered holders of the Right Certificates
with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the
current market value of a whole Right.  For the purposes of this
Section 14(a), the current market value of a whole Right shall be
the closing price of the Rights for the Trading Day immediately
prior to the date on which such fractional Rights would have been
otherwise issuable.  The closing price for any day shall be the
last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to
securities listed or admitted to trading on the American Stock
Exchange or, if the Rights are not listed or admitted to trading
on the American Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange
on which the Rights are listed or admitted to trading or, if the Rights
are not listed or admitted to trading on any national securities exchange,
the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported
by NASDAQ or such other system then in use or, if on any such date
the Rights are not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional
market maker making a market in the Rights selected by the Board of
Directors of the Company.  If on any such date no such market maker
is making a market in the Rights, the fair value of the Rights on
such date as determined in good faith by the Board of Directors of the
Company shall




                                   25


be used and such determination, which shall be described in a statement
filed with the Rights Agent, shall be conclusive.

     (b)  The Company shall not be required to issue fractions of
shares upon exercise of the Rights or to distribute certificates
which evidence fractional shares.  In lieu of fractional shares,
the Company may pay to the registered holders of Right
Certificates at the time such Rights are exercised as herein
provided an amount in cash equal to the same fraction of the
current market value of one Common Share.  For purposes of this
Section 14(b), the current market value of a Common Share shall
be the closing price of a Common Share (as determined pursuant to
Section 11(d)) for the Trading Day immediately prior to the date
of such exercise.

     (c)  The holder of a Right by the acceptance of the Rights
expressly waives his or her right to receive any fractional
Rights or any fractional shares upon exercise of a Right.

     Section 15.    Rights of Action.  All rights of action in
respect of this Agreement, other than the rights of the Rights
Agent arising under Section 18 hereof, are vested in the
respective registered holders of the Right Certificates (and,
prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right
Certificate (or, prior to the Distribution Date, of the Common
Shares), without the consent of the Rights Agent or of the holder
of any other Right Certificate (or, prior to the Distribution
Date, of the Common Shares), may, on his or her own behalf and
for his or her own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, his or her right to
exercise the Rights evidenced by such Right Certificate in the
manner provided in such Right Certificate and in this Agreement.
Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the
holders of Rights would not have an adequate remedy at law for
any breach of this Agreement and will be entitled to specific
performance of the obligations under, and injunctive relief
against actual or threatened violations of the obligations of any
Person subject to, this Agreement.

     Section 16.    Agreement of Right Holders.  Every holder of
a Right by accepting the same consents and agrees with the
Company and the Rights Agent and with every other holder of a
Right that:

          (a)  prior to the Distribution Date, the Rights will be
     transferable only in connection with the transfer of the
     Common Shares;

          (b)  after the Distribution Date, the Right
     Certificates are transferable only on the registry books of
     the Rights Agent if surrendered at the office of the Rights Agent
     


                                   26
     
     designated for such purpose, duly endorsed or
     accompanied by a proper instrument of transfer and with the
     appropriate forms and certificates fully executed;

          (c)  the Company and the Rights Agent may deem and
     treat the person in whose name the Right Certificate (or,
     prior to the Distribution Date, the associated Common Shares
     certificate) is registered as the absolute owner thereof and
     of the Rights evidenced thereby (notwithstanding any
     notations of ownership or writing on the Right Certificates
     or the associated Common Shares certificate made by anyone
     other than the Company or the Rights Agent) for all purposes
     whatsoever, and neither the Company nor the Rights Agent
     shall be affected by any notice to the contrary; and

          (d)  notwithstanding anything in this Agreement to the
     contrary, neither the Company nor the Rights Agent shall
     have any liability to any holder of a Right or other Person
     as a result of its inability to perform any of its
     obligations under this Agreement by reason of any
     preliminary or permanent injunction or other order, decree
     or ruling issued by a court of competent jurisdiction or by
     a governmental, regulatory or administrative agency or
     commission, or any statute, rule, regulation or executive
     order promulgated or enacted by any governmental authority,
     prohibiting or otherwise restraining performance of such
     obligation; provided, however, that the Company must use its
     best efforts to have any such order, decree or ruling lifted
     or otherwise overturned as soon as possible.

     Section 17.    Right Certificate Holder Not Deemed a
Stockholder.  No holder, as such, of any Right Certificate shall
be entitled to vote, receive dividends or be deemed for any
purpose the holder of the Common Shares or any other securities
of the Company which may at any time be issuable on the exercise
of the Rights represented thereby, nor shall anything contained
herein or in any Right Certificate be construed to confer upon
the holder of any Right Certificate, as such, any of the rights
of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings
or other actions affecting stockholders (except as provided in
Section 25 hereof), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by such
Right Certificate shall have been exercised in accordance with
the provisions hereof.

     Section 18.    Concerning the Rights Agent.  The Company
agrees to pay to the Rights Agent reasonable compensation for all
services rendered by it hereunder and, from time to time, on
demand of the Rights Agent, its reasonable expenses and counsel
fees and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of
its duties hereunder.  The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss,
liability, or expense, incurred without neg-



                                   27


ligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted by the Rights Agent in connection
with the acceptance and administration of this Agreement, including the
costs and expenses of defending against any claim of liability in
the premises.

     The Rights Agent shall be protected and shall incur no
liability for or in respect of any action taken, suffered or
omitted by it in connection with its administration of this
Agreement in reliance upon any Right Certificate or certificate for
the Common Shares or for other securities of the Company, instrument
of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction, consent, certificate, statement, or other
paper or document believed by it to be genuine and to be signed,
executed and, where necessary, verified or acknowledged, by the proper
person or persons.

     Section 19.    Merger or Consolidation or Change of Name of
Rights Agent.  Any corporation with or into which the Rights
Agent or any successor Rights Agent may be merged or with which
it may be consolidated, or any corporation resulting from any
merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any corporation
succeeding to the stock transfer or corporate trust business of
the Rights Agent or any successor Rights Agent, shall be the
successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part
of any of the parties hereto, provided that such corporation
would be eligible for appointment as a successor Rights Agent
under the provisions of Section 21 hereof.  In case, at the time
such successor Rights Agent shall succeed to the agency created
by this Agreement, any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights Agent
may adopt the countersignature of the predecessor Rights Agent
and deliver such Right Certificates so countersigned; and in case
at that time any of the Right Certificates shall not have been
countersigned, any successor Rights Agent may countersign such
Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights Agent; and in all
such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Agreement.

     In case at any time the name of the Rights Agent shall be
changed and at such time any of the Right Certificates shall have
been countersigned but not delivered, the Rights Agent may adopt
the countersignature under its prior name and deliver Right
Certificates so countersigned; and in case at that time any of
the Right Certificates shall not have been countersigned, the
Rights Agent may countersign such Right Certificates either in
its prior name or in its changed name; and in all such cases such
Right Certificates shall have the full force provided in the
Right Certificates and in this Agreement.



                                   28

     
     Section 20.    Duties of Rights Agent.  The Rights Agent
undertakes the duties and obligations imposed by this Agreement
upon the following terms and conditions, by all of which the
Company and the holders of Right Certificates, by their
acceptance thereof, shall be bound:

          (a)  The Rights Agent may consult with legal counsel
     (who may be legal counsel for the Company), and the opinion
     of such counsel shall be full and complete authorization and
     protection to the Rights Agent as to any action taken or
     omitted by it in good faith and in accordance with such
     opinion.

          (b)  Whenever in the performance of its duties under
     this Agreement the Rights Agent shall deem it necessary or
     desirable that any fact or matter be proved or established
     by the Company prior to taking or suffering any action hereunder,
     such fact or matter (unless other evidence in respect thereof
     be herein specifically prescribed) may be deemed to be conclusively
     proved and established by a certificate signed by any one of the
     President, any Vice President, the Treasurer, the Clerk or
     the Secretary of the Company and delivered to the Rights Agent;
     and such certificate shall be full authorization to the Rights
     Agent for any action taken or suffered in good faith by it under
     the provisions of this Agreement in reliance upon such
     certificate.

          (c)  The Rights Agent shall be liable hereunder only
     for its own negligence, bad faith or willful misconduct.

          (d)  The Rights Agent shall not be liable for or by
     reason of any of the statements of fact or recitals
     contained in this Agreement or in the Right Certificates
     (except as to its countersignature thereof) or be required
     to verify the same (except as to its countersignature on
     Right Certificates), but all such statements and recitals
     are and shall be deemed to have been made by the Company
     only.

          (e)  The Rights Agent shall not be under any
     responsibility in respect of the validity of this Agreement
     or the execution and delivery hereof (except the due
     execution hereof by the Rights Agent) or in respect of the
     validity or execution of any Right Certificate (except its
     countersignature thereof); nor shall it be responsible for
     any breach by the Company of any covenant or condition
     contained in this Agreement or in any Right Certificate; nor
     shall it be responsible for any change in the exercisability
     of the Rights (including Rights becoming void pursuant to
     Section 11(a)(ii)) or any adjustment required under the
     provisions of Sections 11, 13, 23 or 24 hereof or
     responsible for the manner, method or amount of any such
     adjustment or the ascertaining of the existence of facts
     that would require any such change or adjustment (except
     with respect to the exercise of Rights evidenced by Right
     Certificates after receipt of a certificate furnished
     pursuant to Section 12, describing such change or adjustment
     or actual knowledge of
     
     

                                   29
     
     such voidance); nor shall it by any act hereunder be deemed to
     make any representation or warranty as to the authorization or
     reservation of any Common Shares to be issued pursuant to this
     Agreement or any Right Certificate or as to whether any Common
     Shares will, when so issued, be validly authorized and issued,
     fully paid and nonassessable.

          (f)  The Company agrees that it will perform, execute,
     acknowledge and deliver or cause to be performed, executed,
     acknowledged and delivered all such further and other acts,
     instruments and assurances as may reasonably be required by
     the Rights Agent for the carrying out or performing by the
     Rights Agent of the provisions of this Agreement.

          (g)  The Rights Agent is hereby authorized and directed
     to accept instructions with respect to the performance of
     its duties hereunder from any one of the persons reasonably
     believed by the Rights Agent to be the President, a Vice
     President, the Secretary, the Clerk or the Treasurer of the
     Company, and to apply to such officers for advice or
     instructions in connection with its duties, and it shall not
     be liable for any action taken or suffered to be taken by it
     in good faith in accordance with instructions of a person
     reasonably believed by the Rights Agent to be any such
     officer or for any delay in acting while waiting for those
     instructions.

          (h)  The Rights Agent and any stockholder, director,
     officer or employee of the Rights Agent may buy, sell or
     deal in any of the Rights or other securities of the Company
     or become pecuniarily interested in any transaction in which
     the Company may be interested, or contract with or lend
     money to the Company or otherwise act as fully and freely as
     though it were not Rights Agent under this Agreement.
     Nothing herein shall preclude the Rights Agent from acting
     in any other capacity for the Company or for any other legal
     entity.

          (i)  The Rights Agent may execute and exercise any of
     the rights or powers hereby vested in it or perform any duty
     hereunder either itself or by or through its attorneys or
     agents, and the Rights Agent shall not be answerable or
     accountable for any act, default, neglect or misconduct of
     any such attorneys or agents or for any loss to the Company
     resulting from any such act, default, neglect or misconduct;
     provided, however, that reasonable care was exercised in the
     selection and continued employment thereof.  The Rights
     Agent shall not be under any duty or responsibility to
     ensure compliance with any applicable federal or state
     securities laws in connection with the issuance, transfer or
     exchange of Rights.

          (j)  If, with respect to any Right Certificate
     surrendered to the Rights Agent for exercise or transfer,
     the certificate following the form of assignment or form of
     
     

                                   30
     
     election to purchase, as the case may be, has either not
     been completed or indicates an affirmative response to
     clause (1) and/or (2) thereof, the Rights Agent shall not
     take any further action with respect to such requested
     exercise or transfer without first consulting with the
     Company.

     Section 21.    Change of Rights Agent.  The Rights Agent or
any successor Rights Agent may resign and be discharged from its
duties under this Agreement upon 30 days' notice in writing
mailed by registered or certified mail or delivered by recognized
overnight delivery service to the Company and to each transfer
agent of the Common Shares, and to the holders of the Right
Certificates by first-class mail; provided, however, that if the
Company or a successor Rights Agent mails notice to the holders
of the Rights Certificates by first-class mail of the appointment
of a successor Rights Agent, then the predecessor Rights Agent
shall not be required to mail any notice to the holders of the
Rights Certificates.  The Company may remove the Rights Agent or
any successor Rights Agent upon 30 days' notice in writing,
mailed by registered or certified mail or delivered by recognized
overnight delivery service to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of
the Common Shares, and to the holders of the Right Certificates
by first-class mail.  If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent.  If the
Company shall fail to make such appointment within a period of 30
days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a
Right Certificate (who shall, with such notice, submit his or her
Right Certificate for inspection by the Company), then the
registered holder of any Right Certificate may apply to any court
of competent jurisdiction for the appointment of a new Rights
Agent.  Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be a corporation organized and
doing business under the laws of the United States or any State
of the United States, in good standing, which is authorized under
such laws to exercise corporate trust or stock transfer powers
and is subject to supervision or examination by federal or state
authority, and which has, or is a Subsidiary of another entity
which has, at the time of its appointment as Rights Agent a
combined capital and surplus of at least fifty million dollars
($50,000,000).  After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights
Agent shall deliver and transfer to the successor Rights Agent
any property at the time held by it hereunder, and execute and
deliver any further assurance, conveyance, act or deed necessary
for the purpose.  Not later than the effective date of any such
appointment the Company shall file notice thereof in writing with
the predecessor Rights Agent and each transfer agent of the
Common Shares, and mail a notice thereof in writing by first-
class mail to the registered holders of the Right Certificates.
Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality or
validity of the



                                   31


resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.

     Section 22.    Issuance of New Right Certificates.
Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Company may, at its option, issue new
Right Certificates evidencing Rights in such form as may be
approved by its Board of Directors to reflect any adjustment or
change in the Purchase Price per share and the number or kind or
class of shares or other securities or property purchasable under
the Right Certificates made in accordance with the provisions of
this Agreement.

     Section 23.    Redemption.

     (a)  The Rights may be redeemed by action of the Board of
Directors of the Company pursuant to Section 23(b) and shall not
be redeemed in any other manner.

     (b)  The Board of Directors of the Company may, at its
option, redeem all but not less than all of the then-outstanding
Rights at the Redemption Price at any time prior to the Close of
Business on the later of (i) the Distribution Date and (ii) the
Share Acquisition Date.  At any time following the Share
Acquisition Date, the Board of Directors of the Company may
relinquish the right to redeem the Rights under this Section
23(b) by duly adopting a resolution to that effect.  Immediately
upon adoption of such resolution, the right of the Board of
Directors of the Company to redeem the Rights under this Section
23(b) shall terminate without further action and without any
notice.  Promptly after adoption of such a resolution, the
Company shall publicly announce such action; provided, however,
that the failure to give, or any defect in, any such notice shall
not affect the validity of the action of the Board of Directors
of the Company.

     (c)  Notwithstanding anything contained in this Agreement to
the contrary, the Board of Directors of the Company may, at its
option and as provided herein, at any time prior to the Close of
Business on the Final Expiration Date and prior to such time
as the Rights are no longer redeemable by the Board of the
Directors of the Company, from time to time supplement or amend the
Rights Agreement, without approval of the holders of any Rights or
the Rights Agent, to extend or shorten the period during which the
Rights may be redeemed.

     (d)  Immediately upon the action of the Board of Directors
of the Company ordering the redemption of the Rights, and without
any further action and without any notice, the right to exercise
the Rights will terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price.
Promptly after the action of the Board of Directors of the
Company ordering the redemption of the Rights, the Company shall
publicly announce such action and shall give notice of such
redemption to the Rights Agent, and within 15 days after the
action of the Board of Directors the Company shall give notice of
such redemption to the holders



                                   32


of the then outstanding Rights by mailing such notice to all such
holders at their last addresses as they appear upon the registry
books of the Rights Agent or, prior to the Distribution Date, on the
registry books of the Transfer Agent for the Common Shares.  Any
notice which is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives the notice; provided,
however, that the failure to give, or any defect in, any such notice
shall not affect the validity of the redemption of the Rights.  Each
such notice of redemption will state the method by which the payment
of the Redemption Price will be made.

     Section 24.    Exchange.

     (a)  The Board of Directors of the Company may, at its
option, at any time after any Person becomes an Acquiring Person,
exchange all or part of the then outstanding and exercisable
Rights (which shall not include Rights that have become void
pursuant to the provisions of Section 11(a)(ii)) for Common
Shares at an exchange ratio of one Common Share per Right,
appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date hereof (such
exchange ratio being hereinafter referred to as the "Exchange
Ratio").  Common Shares issued pursuant to this Section 24(a)
shall be validly authorized and issued, fully paid, nonassessable
and fully tradeable shares, free and clear of any liens,
encumbrances and other adverse claims and not subject to any
rights of call or first refusal.  Notwithstanding the foregoing,
the Board of Directors of the Company shall not be empowered to
effect such exchange at any time after any Person (other than the
Company or any Related Person), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of 50% or
more of the shares of Common Stock then outstanding.

     (b)  Immediately upon the action of the Board of Directors
of the Company ordering the exchange of any Rights pursuant to
subsection (a) of this Section 24 and without any further action
and without any notice, the right to exercise such Rights shall
terminate and the only right thereafter of a holder of such
Rights shall be to receive that number of Common Shares equal to
the number of such Rights held by such holder multiplied by the
Exchange Ratio.  The Company shall promptly publicly announce
such exchange and shall give notice thereof to the Rights Agent;
provided, however, that the failure to give, or any defect in,
such announcement or notice shall not affect the validity of such
exchange.  The Company promptly shall mail a notice of any such
exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights
Agent.  Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the
notice; provided, however, that the failure to give, or any defect
in, any such notice shall not affect the validity of the exchange of
the Rights.  Each such notice of exchange will state the method by
which the exchange of the Common Shares for Rights will be effected
and, in the event of any partial exchange, the number of Rights which
will be exchanged.  Any partial exchange shall be effected pro rata



                                   33

based on the number of Rights (other than Rights which have become
null and void pursuant to the provisions  of Section 11(a)(ii)) held
by each holder of Rights.

     (c)  In the event that there shall not be sufficient Common
Shares issued but not outstanding or authorized but unissued to
permit any exchange of Rights as contemplated in accordance with
this Section 24, the Company shall take all such action as may be
necessary to authorize additional Common Shares for issuance upon
exchange of the Rights.

     (d)  The Company shall not be required to issue fractional
Common Shares or to distribute certificates which evidence
fractional Common Shares pursuant to this Section 24.  In lieu of
fractional Common Shares, the Company shall pay to the registered
holders of the Right Certificates with regard to which such
fractional shares would otherwise be issuable, an amount in cash
equal to the same fraction of the current market value of a whole
Common Share.  For the purposes of this paragraph (d), the
current market value of a whole Common Share shall be the closing
price of one Common Share (as determined pursuant to Section
11(d)) for the Trading Day immediately prior to the date of
exchange pursuant to this Section 24.

     Section 25.     Notice of Certain Events.

     (a)  In case, after the Distribution Date, the Company shall
propose (i) to pay any dividend payable in stock of any class to
the holders of Common Shares or to make any other distribution to
the holders of Common Shares (other than the first regular
periodic cash dividend paid after the date of this Agreement and
a subsequent regular periodic cash dividend at a rate not in
excess of 200% of the rate of the last regular periodic cash
dividend theretofore paid), (ii) to offer to all holders of
Common Shares rights, options or warrants to subscribe for or to
purchase any additional Common Shares or shares of stock of any
class or any other securities, rights or options, (iii) to effect
any reclassification of its Common Shares (other than a
reclassification involving only the subdivision of outstanding
Common Shares), (iv) to effect any consolidation or merger into
or with, or to effect any sale or other transfer (or to permit
one or more of its Subsidiaries to effect any sale or other
transfer), in one or more transactions, of more than 50% of the
assets or earning power of the Company and its Subsidiaries
(taken as a whole) to, any other Person, or (v) to effect the
liquidation, dissolution or winding up of the Company, then, in
each such case, the Company shall give to each holder of a Right
Certificate, in accordance with Section 26 hereof, a notice of
such proposed action, which shall specify the record date for the
purposes of such stock dividend or other distribution or such
distribution of rights, options or warrants, or the date on which
such reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the
date of participation therein by the holders of the Common
Shares, if any such date is to be fixed, and such notice shall be so
given in the case of any action covered by clause (i) or (ii) above at
least 20 days prior to the record date for determining holders of the
Common Shares for purposes of such



                                   34

action, and in the case of any such other action, at least 20 days
prior to the date of the taking of such proposed action or the date
of participation therein by the holders of the Common Shares, whichever
shall be the earlier.

     (b)  In case any of the events set forth in Section
1l(a)(ii) of this Agreement shall occur, then, in any such case,
the Company shall as soon as practicable thereafter give to the
Rights Agent and each holder of a Right Certificate, in
accordance with Section 26 hereof, a notice of the occurrence of
such event, which shall specify the event and the consequences of
the event to holders of Rights.

     Section 26.    Notices.  Notices or demands authorized by
this Agreement to be given or made by the Rights Agent or by the
holder of any Right Certificate to or on the Company shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, or by recognized overnight delivery service, delivery
charges prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:


                    Rogers Corporation
                    One Technology Drive
                    P.O. Box 188
                    Rogers, Connecticut  06263-0188

                    Attention:     Treasurer

Subject to the provisions of Section 21 hereof, any notice or
demand authorized by this Agreement to be given or made by the
Company or by the holder of any Right Certificate to or on the
Rights Agent shall be sufficiently given or made if sent by first-
class mail, postage prepaid, or by recognized overnight delivery
service, delivery charges prepaid, addressed (until another
address is filed in writing with the Company) as follows:

                    Fleet National Bank
                    Corporate Trust Department
                    CT OP T06A
                    One Talcott Plaza
                    Hartford, CT 06106

Notices or demands authorized by this Agreement to be given or
made by the Company or the Rights Agent to the holder of any
Right Certificate shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at
the address of such holder as shown on the registry books of the
Rights Agent.



                                   35
     
     
     Section 27.    Supplements and Amendments.  Prior to the
Distribution Date and subject to the penultimate sentence of this
Section 27, the Company and the Rights Agent shall, if the Company
so directs, supplement or amend any provision of the Agreement without
the approval of any holders of Common Shares and associated Rights.
From and after the Distribution Date and subject to the penultimate
sentence of this Section 27, if the Company so directs, the Company and
the Rights Agent shall supplement or amend this Agreement without the
approval of any holders of Right Certificates in order (i) to cure
any ambiguity, (ii) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions
herein, (iii) to shorten or lengthen any time period herein or
(iv) to supplement or amend the provisions contained herein in
any manner which the Company may deem necessary or desirable,
including without limitation the addition of other events
requiring adjustment to the Rights under Section 11, or Section
13 or procedures relating to the redemption of the Rights, which
supplement or amendment shall not adversely affect the interests
of the holders of Right Certificates (other than an Acquiring
Person or an Affiliate or Associate of an Acquiring Person);
provided, however, that this Agreement may not be supplemented or
amended to lengthen, pursuant to clause (iii) of this sentence,
(A) a time period relating to when the Rights may be redeemed at
such time as the Rights are not then redeemable, or (B) any other
time period unless such lengthening is for the purpose of
protecting, enhancing or clarifying the rights of, and/or the
benefits to, the holders of Rights.  Upon the delivery of a
certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance
with the terms of this Section 27, the Rights Agent shall execute
such supplement or amendment.  Notwithstanding anything contained
in this Agreement to the contrary, no supplement or amendment
shall be made which changes the stated Redemption Price, the
Final Expiration Date, the Purchase Price or the number of Common
Shares for which a Right is exercisable.  Prior to the
Distribution Date, the interests of the holders of Rights shall
be deemed coincident with the interests of the holders of Common
Shares.

     Section 28.    Successors.  All the covenants and provisions
of this Agreement by or for the benefit of the Company or the
Rights Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.

     Section 29.    Benefits of this Agreement.  Nothing in this
Agreement shall be construed to give to any person or corporation
other than the Company, the Rights Agent and the registered
holders of the Right Certificates (and, prior to the Distribution
Date, the Common Shares) any legal or equitable right, remedy or
claim under this Agreement; but this Agreement shall be for the
sole and exclusive benefit of the Company, the Rights Agent and
the registered holders of the Right Certificates (and, prior to
the Distribution Date, the Common Shares).



                                   36


     Section 30.    Severability.   If any term, provision,
covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.

     Section 31.    Governing Law.  This Agreement, each Right
and each Right Certificate issued hereunder shall be deemed to be
a contract made under the internal substantive laws of the
Commonwealth of Massachusetts and for all purposes shall be
governed by and construed in accordance with the internal substantive
laws of such State applicable to contracts to be made and performed
entirely within such State.

     Section 32.    Counterparts.  This Agreement may be executed
in any number of counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.

     Section 33.    Descriptive Headings.  Descriptive headings
of the several Sections of this Agreement are inserted for
convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.

                                   ROGERS CORPORATION


                                   By  /s/ Robert M. Soffer
                                   
                                   Name:   Robert M. Soffer
                                   Title:  Treasurer

                                   FLEET NATIONAL BANK
                              

                                   By  /s/ Rosemarie Pavao

                                   Name:   Rosemarie Pavao
                                   Title:  Vice President 
                                   
                                   


                                                            Exhibit A



                   [Form of Right Certificate]

Certificate No. R-                                     ________Rights

          NOT EXERCISABLE AFTER MARCH 30, 2007 OR
          EARLIER IF NOTICE OF REDEMPTION IS GIVEN.
          THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE
          OPTION OF THE COMPANY, AT $.01 PER RIGHT ON
          THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
          THIS RIGHT CERTIFICATE AND THE RIGHTS
          REPRESENTED HEREBY MAY BECOME NULL AND VOID
          IN THE CIRCUMSTANCES SPECIFIED IN SECTION
          11(a)(ii) OF THE RIGHTS AGREEMENT.


                        Right Certificate

                       ROGERS CORPORATION

     This certifies that                   , or registered assigns,
is the registered owner of the number of Rights set forth above,
each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement dated as of
February 25, 1997 (the "Rights Agreement") between Rogers Corporation,
a Massachusetts corporation (the "Company"), and Fleet National Bank
(the "Rights Agent"), to purchase from the Company at any time after
the Distribution Date (as such term is defined in the Rights Agreement)
and prior to 5:00 P.M. Eastern time on March 30, 2007, at the office of
the Rights Agent, or its successors as Rights Agent, designated for
such purpose, one fully paid, nonassessable share of the Capital
Stock (the "Common Shares") of the Company, at a purchase price
of $120 per share (the "Purchase Price"), upon presentation and
surrender of this Right Certificate with the Form of Election to
Purchase and related Certificate duly executed.  The number of
Rights evidenced by this Right Certificate (and the number of
shares which may be purchased upon exercise thereof) and the
Purchase Price set forth above, are the number and the Purchase
Price as of March 31, 1997, based on the Common Shares as
constituted at such date.

     Upon the occurrence of an event described in Section
11(a)(ii) of the Rights Agreement, if the Rights evidenced by
this Right Certificate are beneficially owned by (i) an Acquiring
Person or an Affiliate or Associate (as such terms are defined in
the Rights Agreement) of any such Acquiring Person, (ii) a
transferee of any such Acquiring Person, Associate or Affiliate, or



(iii) under certain circumstances specified in the Rights
Agreement, a transferee of a person who, after such transfer,
became an Acquiring Person or an Affiliate or Associate of an
Acquiring Person, such Rights shall become null and void and no
holder hereof shall have any rights whatsoever with respect to
such Rights from and after the occurrence of such event.

     As provided in the Rights Agreement, the Purchase Price and
the number and kind of securities which may be purchased upon the
exercise of the Rights evidenced by this Right Certificate are
subject to modification and adjustment upon the happening of
certain events, and the rights are subject to amendment,
redemption and certain other events.

     This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Rights Agreement
reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the
Right Certificates, which limitations of rights include the
temporary suspension of the exercisability of the Rights under
the specific circumstances set forth in the Rights Agreement.
Copies of the Rights Agreement are on file at the principal
executive office of the Company and the office of the Rights
Agent.

     This Right Certificate, with or without other Right
Certificates, upon surrender at the office of the Rights Agent
designated for such purpose, may be exchanged for another Right
Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like
aggregate number of Common Shares as the Rights evidenced by the
Right Certificate or Right Certificates surrendered shall have
entitled such holder to purchase.  If this Right Certificate
shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Right Certificate or Right
Certificates for the number of whole Rights not exercised.

     Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate (i) may be redeemed by the
Company at its option at a redemption price of $.01 per Right or
(ii) may be exchanged in whole or in part for Common Shares.

     No fractional Common Shares will be issued upon the exercise
of any Right or Rights evidenced hereby, but in lieu thereof a
cash payment may be made by the Company, as provided in the
Rights Agreement.

     No holder of this Right Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any
purpose the holder of the Common Shares or of any other
securities of the Company which may at any time be issuable on
the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder
hereof, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent

                                  A-2




to any corporate action, or to receive notice of meetings or other
actions affecting stockholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or
otherwise, until the Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in the Rights
Agreement.

     This Right Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights
Agent.

     WITNESS the facsimile signature of the proper officers of
the Company and its corporate seal.  Dated as of
________________.

ATTEST:                            ROGERS CORPORATION



_______________________________    By  ______________________________
Name:                                  Name:
Title:                                 Title:



Countersigned:


FLEET NATIONAL BANK


By __________________________________________
   Authorized Signature
           
                                  A-3




           [Form of Reverse Side of Right Certificate]

                       FORM OF ASSIGNMENT

     (To be executed by the registered holder if such holder
desires to transfer the Right Certificate.)

     FOR VALUE RECEIVED ________________________________ hereby sells,
assigns and transfers unto____________________________________________
                          (Please print name and address of transferee)


______________________________________________________________________
this Right Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
_________________________ Attorney, to transfer the within Right
Certificate on the books of the within-named Company, with full power
of substitution.

Dated: __________________________   __________________________________
                                    Signature
Signature Guaranteed:


                             NOTICE

     The signature to the foregoing Assignment must correspond to
the name as written upon the face of this Right Certificate in
every particular, without alteration or enlargement or any change
whatsoever.

                                  A-4




                  FORM OF ELECTION TO PURCHASE

         (To be executed if registered holder desires to

     exercise Rights represented by the Right Certificate.)



To ROGERS CORPORATION:


     The undersigned hereby irrevocably elects to exercise
_________________________ Rights represented by this Right
Certificate to purchase the Common Shares issuable upon the
exercise of such Rights and requests that certificates for such
shares be issued in the name of:

Please insert social security
or other identifying number

__________________________________________________________________
                   (Please print name and address)

__________________________________________________________________

If such number of Rights shall not be all the Rights evidenced by
this Right Certificate, a new Right Certificate for the balance
remaining of such Rights shall be registered in the name of and
delivered to:

Please insert social security
or other identifying number

_________________________________________________________________
                (Please print name and address)

_________________________________________________________________

Dated: ______________________      ______________________________
                                   Signature

Signature Guaranteed:


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                             NOTICE

    The signature to the foregoing Election to Purchase must
  correspond to the name as written upon the face of this Right
  Certificate in every particular, without alteration or 
  enlargement or any change whatsoever.
                           
                                  A-6




                           CERTIFICATE


     The undersigned hereby certifies by checking the appropriate
boxes that:



     (1)  the Rights evidenced by this Right Certificate [  ] are
[  ] are not being sold, assigned, transferred, split up,
combined, exchanged or exercised by or on behalf of a Person who
is or was an Acquiring Person or an Affiliate or Associate of any
such Person (as such terms are defined pursuant to the Rights
Agreement);

     (2)  after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights evidenced
by this Right Certificate from any Person who is, was or
subsequently became an Acquiring Person or an Affiliate or
Associate of any such Person.

Dated _________________________


____________________________ Signature

Signature Guaranteed:
                                                        
                                  A-7
                                  

                                                        
                                                        
                                                        Exhibit B


                  SUMMARY OF RIGHTS TO PURCHASE
                          COMMON SHARES


     On February 25, 1997 the Board of Directors of Rogers
Corporation (the "Company") declared a dividend distribution of
one share purchase right (a "Right") for each outstanding share
of capital stock, $1.00 par value (the "Common Shares"), of the
Company.  The distribution is payable to the stockholders of
record on March 31, 1997 (the "Record Date").  One Right will
also be issued with each Common Share that becomes outstanding
between March 31, 1997 and the earlier of the Distribution Date
(as such term is defined below) or the redemption, exchange or
expiration of the Rights.  Each Right entitles the registered
holder to purchase from the Company one Common Share at a price
of $120 per share (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Fleet
National Bank, as Rights Agent (the "Rights Agent").

     Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or has obtained the
right to acquire, beneficial ownership of 20% or more of the then
outstanding Common Shares or (ii) 10 days following the
commencement or announcement of an intention by any person to
make a tender offer or exchange offer if, upon consummation
thereof, such person would be the beneficial owner of 20% or more
of such outstanding Common Shares, (the earlier of such dates
being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share
certificate with a copy of this Summary of Rights attached
thereto.  An Acquiring Person does not include (i) the Company,
its subsidiaries, any employee benefit or stock ownership plan of
the Company or any of its subsidiaries, or any entity holding
Common Shares for or pursuant to the terms of any such plan or
(ii) any person or group that becomes the beneficial owner of 20%
or more of the outstanding Common Shares solely as the result of
acquisition of Common Shares by the Company, unless such person
or group thereafter acquires additional Common Shares.

     The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred only with the Common Shares.
Until the Distribution Date (or earlier redemption or expiration
of the Rights), new Common Share certificates issued after the
Record Date upon transfer or new issuance of the Common Shares
will contain a notation incorporating the Rights Agreement by
reference.  Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date,
even without such notification or a copy of this Summary of
Rights attached




thereto, will also constitute the transfer of the Rights associated
with the Common Shares being transferred.  As soon as practicable
following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of
record of the Common Shares as of the Close of Business on the
Distribution Date and such separate Right Certificates alone will
evidence the Rights.

     The Rights are not exercisable until the Distribution Date.
The Rights will expire on March 30, 2007 (the "Final Expiration
Date"), unless earlier redeemed or exchanged by the Company as
described below.  In addition, the Board of Directors of the
Company may, at its option, at any time prior to the Close of
Business on the Final Expiration Date and prior to such time as
the Rights are no longer redeemable by the Board, supplement or
amend the Rights Agreement, without approval of the holders of
any Rights or the Rights Agent, to extend or shorten the period
during which the Rights may be redeemed.  No Rights may be
exercised during such time as they may be redeemed as provided in
the Rights Agreement.

     The Purchase Price payable, and the number of Common Shares
or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to all holders of the Common Shares
of certain rights, options or warrants to subscribe for or
purchase Common Shares or convertible securities at less than the
then current market price of the Common Shares or (iii) upon the
distribution to all holders of the Common Shares of evidences of
indebtedness, assets, cash (excluding the first regular periodic
cash dividend paid after the date of the Rights Agreement and
subsequent regular periodic cash dividends at a rate not in
excess of 200% of the rate of the last regular periodic cash
dividend paid theretofore), stock (other than dividends payable
in Common Shares) or of subscription rights, options or warrants
(other than those referred to above).

     In the event that after the Distribution Date the Company
should consolidate or merge with and into any other person and
the Company is not the surviving company, or, if the Company
should be the surviving company, all or part of the Company's
Common Shares are changed or exchanged for securities of any
other person or if 50% or more of its consolidated assets or
earning power are sold, proper provision will be made so that
each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price,
that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of
two times the Purchase Price.  In the event that any person
becomes an Acquiring Person or any Acquiring Person or any
affiliate or associate of any Acquiring Person enters into a
merger, combination or certain other defined transactions with
the Company, proper provision shall be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring
Person or any affiliate or associate of an Acquiring Person
(which will thereafter be null and void), will thereafter have
the right to receive upon the

                                  B-2




exercise thereof at the then current Purchase Price, that number of
Common Shares which at such time will have a market value of two times
the Purchase Price.

     At any time after a person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of
50% or more of the outstanding Common Shares, the Board of
Directors of the Company may exchange the Rights (other than
Rights owned by such person or group which have become null and
void), in whole or in part, at an exchange ratio of one Common
Share per Right (subject to adjustment).

     With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.  No fractional
shares will be issued and in lieu thereof, an adjustment in cash
may be made based on the market price of the Common Shares on the
last trading date prior to the date of exercise.

     At any time prior to the earlier of (i) 10 days following
the date that a person or group of affiliated or associated
persons becomes an Acquiring Person (subject to extension by the
Board of Directors of the Company) or (ii) the Final Expiration
Date, the Board of Directors of the Company may redeem the Rights
in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price").  Immediately upon the action of the Board of
Directors of the Company electing to redeem the Rights, the
Company shall make announcement thereof, and upon such election,
the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption
Price.

     Prior to the Distribution Date, the terms of the Rights
Agreement may be amended by the Board of Directors of the Company
without the consent of the holders of the Rights or holders of
the Common Shares.  From and after the Distribution Date, the
terms of the Rights Agreement may be amended by the Company
without the consent of the holders of the Rights or holders of
the Common Shares in any manner which the Company may deem
necessary or desirable so long as such supplement or amendment
does not adversely affect the interest of Rights holders (other
than the Acquiring Person or any associate or affiliate), and
provided that such supplement or amendment may not lengthen the
period for redemption of the Rights if the Rights are not still
redeemable.  In no case shall any amendment or supplement at any
time change the Redemption Price, Final Expiration Date, Purchase
Price or the number of Common Shares for which a Right is then
exercisable.

     Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.

     This summary description of the Rights does not purport to
be complete and is qualified in its entirety by reference to the
Rights Agreement, which is hereby incorporated herein by
reference.  A copy of the Rights Agreement has been filed with
the Securities and Exchange Commission.

                                  B-3




     A copy of the Rights Agreement is available free of charge
from the Company for all of its stockholders.  Requests should be
made to:

                    Treasurer
                    Rogers Corporation
                    One Technology Drive
                    P.O. Box 188
                    Rogers, CT 06263-0188

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