Exhibit 10r-1

          AMENDMENT NO. 1 TO SUMMARY OF DIRECTOR AND EXECUTIVE OFFICER
                                 COMPENSATION.

                                As of May 9, 2005

Section I of Summary of Director and Executive Officer Compensation is hereby
amended and restated in its entirety:

I. DIRECTOR COMPENSATION. The following table sets forth current rates of
compensation for non-employee directors.


Annual Retainer
---------------
Audit Committee Chairperson                                        $30,000
Compensation and Organization Committee Chairperson                $30,000
Lead Director                                                      $30,000
Each Other Non-Employee Director                                   $25,000

Board Meeting Attendance Fees
-----------------------------
Non-Employee Directors                                              $1,260

Committee Meeting Attendance Fees
---------------------------------
Committee Chairpersons                                              $1,500
Committee Members                                                   $1,000

Telephone Meetings                                             50% of the fee
                                                               entitled had the
                                                               meeting been held
                                                               in person

Under the 2005 Equity  Compensation  Plan, the annual retainer for  non-employee
directors is paid  semi-annually  in shares of Rogers  capital  stock,  with the
number of shares of stock granted  based on their then fair market value.  Stock
options are also granted to each non-employee  director twice a year. Currently,
such semi-annual  stock option grants are for 2,250 shares each with an exercise
price equal to the fair market  value of a share of Rogers  capital  stock as of
the date of grant. Such options are immediately exercisable and expire ten years
from the date of grant.

On a yearly basis,  non-employee  directors can choose  whether to receive their
meeting fees in cash, stock or a combination thereof. In addition,  under Rogers
Voluntary   Deferred   Compensation  Plan  for  Non-Employee   Directors,   such
individuals  may elect to defer all or a portion of their  annual  retainer  and
meeting fees, regardless of whether such amounts would have been paid in cash or
in Rogers capital stock.

For 2005, certain of Rogers' non-employee directors made the following
elections:

    Eileen S. Kraus:  Receive meeting fees in Rogers stock on a current basis.
    Gregory B. Howey:  Receive meeting fees in Rogers stock, but defer receipt.
    William E. Mitchell:  Defer receipt of Rogers stock for the annual retainer.
    Robert G. Paul:  Defer receipt of Rogers stock for the annual retainer.

Rogers' other non-employee  directors,  Leonard M. Baker,  Edward L. Diefenthal,
and Leonard R. Jaskol, by not making any special  election,  will receive Rogers
stock for the  annual  retainer  on a current  basis (as will Ms.  Kraus and Mr.
Howey) and will receive  their  meeting fees in cash on a current basis (as will
Mr. Mitchell and Mr. Paul).