10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 2, 2006

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to _______________________

Commission file number 1-4347

ROGERS CORPORATION

(Exact name of Registrant as specified in its charter)

Massachusetts	06-0513860
(State or other jurisdiction of	(I. R. S. Employer
incorporation or organization)	Identification No.)
P.O. Box 188, One Technology Drive, Rogers, Connecticut	06263-0188
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (860) 774-9605

_______________________________

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No___

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ___ Accelerated Filer X Non-accelerated filer ____

Indicate by check mark whether the registrant is a shell company (as defined in Ruler 12b-2 of the Exchange Act). Yes__ No X

The number of shares outstanding of the Registrant's common stock as of April 28, 2006 was 17,426,777.

1

ROGERS CORPORATION

FORM 10-Q

April 2, 2006

TABLE OF CONTENTS
Part I - Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Statements of Income	3
	Condensed Consolidated Statements of Financial Position	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
Part II - Other Information
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 4.	Submission of Matters to a Vote of Security Holders	25
Item 6.	Exhibits	26
Signatures		28
Exhibits:

Exhibit 10m-4	Fourth Amendment to Multicurrency Revolving Credit Agreement
Exhibit 10r-5	Fifth Amendment to Summary of Director and Officer Compensation
Exhibit 10ag-1	Revised Form of Incentive Stock Option Agreement under the 2005 Plan
Exhibit 10ah-2	Revised Form of Non-Qualified Stock Option Agreement (for Officers and Employees) under the 2005 Plan
Exhibit 10al-2	Revised Form of Non-Qualified Stock Option Agreement (for Officers and Employees) under the 2005 Plan
Exhibit 10am-1	Revised Form of Non-Qualified Stock Option Agreement (for Non-Employee Directors) under the 2005 Plan
Exhibit 23.1	Consent of National Economic Research Associates, Inc.
Exhibit 23.2	Consent of Marsh, U.S.A.
Exhibit 31(a)	Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31(b)	Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32	Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 10aq	Form of Non-Qualified Stock Option Agreement (without vesting) under the 1988 Plan
Exhibit 10ar	Form of Non-Qualified Stock Option Agreement (with vesting) under the 1988 Plan
Exhibit 10as	Form of Non-Qualified Stock Option Agreement (with vesting) under the 1988 Plan
Exhibit 10at	Form of Non-Qualified Stock Option Agreement (for Officers, Employees, and Other Key Persons, with vesting) under the 1988 Plan
Exhibit 10au	Form of Non-Qualified Stock Option Agreement (for Officers, Employees, and Other Key Persons, without vesting) under the 1988 Plan
Exhibit 10av	Form of Non-Qualified Stock Option Agreement (without vesting) under the 1990 Plan
Exhibit 10aw	Form of Non-Qualified Stock Option Agreement (for Employees, with vesting) under the 1994 Plan
Exhibit 10ax	Form of Non-Qualified Stock Option Agreement (for Employees, without vesting) under the 1994 Plan
Exhibit 10ay	Form of Non-Qualified Stock Option Agreement (for Officers and Employees, with vesting) under the 2005 Plan
Exhibit 10az	Form of Incentive Stock Option Agreement (with vesting) under the 2005 Plan

2

Part I - Financial Information

Item 1. Financial Statements

ROGERS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands, except per share amounts)

	Three Months Ended
	April 2, 2006			April 3, 2005
Net sales	$	103,131		$	88,103
Cost of sales		66,844			64,699
Gross margin		36,287			23,404
Selling and administrative expenses		17,385			14,400
Research and development expenses		5,961			5,060
Operating income		12,941			3,944
Equity income in unconsolidated joint ventures		2,889			1,732
Other income (expense), net		(17	)		841
Interest income, net		350			228
Income before income taxes		16,163			6,745
Income tax expense		3,556			1,620
Net income	$	12,607		$	5,125
Net income per share:
Basic	$	0.76		$	0.31
Diluted		0.74			0.30
Shares used in computing:
Basic		16,486,068			16,404,381
Diluted		16,928,026			16,878,856

The accompanying notes are an integral part of the condensed financial statements.

3

ROGERS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited)

(Dollars in thousands, except per share amounts)

	April 2, 2006		January 1, 2006
Assets
Current assets
Cash and cash equivalents	$	57,914	$	46,401
Short-term investments		7,281		--
Accounts receivable, less allowance for doubtful accounts of $2,071 and $1,768		70,657		62,850
Accounts receivable from joint ventures		4,966		5,570
Note receivable, current		2,100		2,100
Inventories		53,002		43,502
Current deferred income taxes		10,976		10,823
Asbestos-related insurance receivables		7,023		7,023
Other current assets		3,114		2,761
Total current assets		217,033		181,030
Notes receivable		2,100		2,100
Property, plant and equipment, net of accumulated depreciation of $126,438 and $120,721		129,693		131,616
Investments in unconsolidated joint ventures		22,186		20,260
Pension asset		6,667		6,667
Goodwill		21,928		21,928
Other intangible assets		728		764
Asbestos-related insurance receivables, noncurrent		30,581		30,581
Other assets		6,094		5,654
Total assets	$	437,010	$	400,600
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	22,272	$	18,992
Accrued employee benefits and compensation		18,607		13,916
Accrued income taxes payable		8,567		7,209
Asbestos-related liabilities		7,023		7,023
Other accrued liabilities		10,735		10,226
Total current liabilities		67,204		57,366
Deferred income taxes		6,516		6,359
Pension liability		15,380		16,973
Retiree health care and life insurance benefits		7,048		7,048
Asbestos-related liabilities		30,867		30,867
Other long-term liabilities		1,330		1,737
Commitments and contingencies		-		-
Shareholders’ Equity
Capital Stock - $1 par value; 50,000,000 authorized shares; 16,610,740 and 16,255,024 shares issued and outstanding		16,611		16,255
Additional paid-in capital		44,064		31,220
Retained earnings		243,593		230,986
Accumulated other comprehensive income		4,397		1,789
Total shareholders' equity		308,665		280,250
Total liabilities and shareholders' equity	$	437,010	$	400,600

The accompanying notes are an integral part of the condensed financial statements.

4

ROGERS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands, except per share amounts)

	April 2, 2006			April 3, 2005
Operating Activities
Net income	$	12,607		$	5,125
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		5,347			5,279
Stock-based compensation expense		516			-
Deferred income taxes		(153	)		-
Equity in undistributed income of unconsolidated joint ventures, net		(2,889	)		(1,732	)
Dividends received from unconsolidated joint ventures		784			-
Pension and postretirement benefits		(1,780	)		1,317
Other, net		501			(1,366	)
Changes in operating assets and liabilities excluding effects of acquisition and disposition of businesses:
Accounts receivable		(6,859	)		3,932
Inventories		(8,428	)		3,682
Other current assets		(388	)		46
Accounts payable and other accrued liabilities		8,683			(9,523	)
Net cash provided by operating activities		7,941			6,760
Investing Activities
Capital expenditures		(2,367	)		(4,160	)
(Purchase) Proceeds from short-term investments		(7,161	)		2,000
Investment in unconsolidated joint ventures, net		-			2,813
Net cash used in investing activities		(9,528	)		653
Financing Activities
Proceeds from sale of capital stock, net		10,150			2,048
Tax benefit related to stock award plans		2,109			-
Proceeds from issuance of shares to employee stock purchase plan		473			399
Purchase of stock		-			(6,995	)
Net cash provided by (used in) financing activities		12,732			(4,548	)
Effect of exchange rate fluctuations on cash		368			(125	)
Net increase in cash and cash equivalents		11,513			2,740
Cash and cash equivalents at beginning of year		46,401			37,967
Cash and cash equivalents at end of quarter	$	57,914		$	40,707
Supplemental disclosure of noncash investing activities
Contribution of shares to fund employee stock purchase plan	$	467		$	369

The accompanying notes are an integral part of the condensed financial statements.

5

ROGERS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying balance sheets and related interim statements of income and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in accordance with U.S. generally accepted accounting principles. All significant intercompany transactions have been eliminated.

Interim results are not necessarily indicative of results for a full year. For further information regarding Rogers Corporation’s (the “Company” or “Rogers”) accounting policies, refer to the audited consolidated financial statements and footnotes thereto included in the Company's Form 10-K for the fiscal year ended January 1, 2006.

The Company uses a 52- or 53-week fiscal calendar ending on the Sunday closest to the last day in December of each year. Fiscal 2006 is a 52-week year ending on December 31, 2006.

Certain prior period amounts have been reclassified to conform to the current period classification.

Income Taxes

The Company’s effective tax rate was 22% and 24% for the three-month periods ended April 2, 2006 and April 3, 2005, respectively. In 2006, the effective tax rate benefited from favorable tax rates on certain foreign business activity and foreign tax credits that reduced the effective tax rate by 13 percentage points and 1 percentage point, respectively. In 2005, the effective tax rate benefited from favorable tax rates on certain foreign business activity, foreign tax credits and research and development credits, which reduced the effective tax rate by 7, 3 and 2 percentage points, respectively. There were no income tax payments made during the first three months of 2006 and payments of $21,000 were made in the first three months of 2005.

Inventories

Inventories were as follows:

(Dollars in thousands)	April 2, 2006		January 1, 2006
Raw materials	$	15,200	$	12,450
Work-in-process		10,512		8,750
Finished goods		27,290		22,302
	$	53,002	$	43,502

6

Comprehensive Income

Comprehensive income for the periods ended April 2, 2006 and April 3, 2005 was as follows:

(Dollars in thousands)		April 2, 2006		April 3, 2005
Net income	$	12,607	$	5,125
Foreign currency translation adjustments		2,608		(1,837	)
Comprehensive income	$	15,215	$	3,288

Accumulated balances related to each component of Accumulated other comprehensive income as of April 2, 2006 and January 1, 2006 were as follows:

(Dollars in thousands)		April 2, 2006			January 1, 2006
Foreign currency translation adjustments	$	8,351		$	5,743
Minimum pension liability		(3,954	)		(3,954	)
Accumulated other comprehensive income	$	4,397		$	1,789

Recent Accounting Standards

Inventory Costs

In November 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 151, Inventory Costs - An Amendment of ARB No. 43, Chapter 4 (SFAS 151). SFAS 151 amends the guidance in Accounting Research Bulletin No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and spoilage. Among other provisions, the new rule requires that these items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal” as stated in ARB No. 43. Additionally, SFAS 151 requires that the allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 was adopted by the Company in the first quarter of fiscal 2006 and did not have a material impact on its consolidated results of operations or financial position.

Accounting Changes and Error Corrections

In June 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (SFAS 154), which requires entities that voluntarily make a change in accounting principle to apply that change retrospectively to prior periods’ financial statements unless it is impracticable to do so. SFAS 154 also requires that a change in method of depreciation, amortization or depletion for long-lived, non-financial assets be accounted for as a change in accounting estimate. FAS 154 supersedes Accounting Principles Board (APB) Opinion No. 20, Accounting Changes (APB 20).The Company adopted SFAS 154 in the first quarter of 2006.

Note 2 - Stock-Based Compensation

On December 16, 2004, the FASB issued SFAS No. 123 (Revised), Share-Based Payment (SFAS 123R), which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123). SFAS 123R supersedes APB No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS 123R is similar to the approach described in SFAS 123. However, SFAS 123R requires all share-based payments, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. SFAS 123R was initially effective for periods beginning after June 15, 2005; however, in April of 2005, the SEC delayed the effective date to the first annual period that begins after June 15, 2005.

On January 2, 2006 (the first day of the 2006 fiscal year), the Company adopted SFAS 123R using the modified prospective application as permitted under SFAS 123R. Under this transition method, compensation cost recognized in the first quarter of fiscal 2006 includes the following: (i) compensation cost for all share-based payments granted prior to but not yet vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123; and (ii) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. In accordance with the modified prospective method of adoption, the Company’s results of operations and financial position for prior periods have not been restated. See footnote 2 to the condensed consolidated financial statements for further discussion on SFAS 123R.

7

Equity Compensation Awards

Stock Options

The Company currently grants stock options under various equity compensation plans. While the Company may grant to employees options that become exercisable at different times or within different periods, the Company has generally granted to employees options that vest and become exercisable in 1/3^rd increments on the 2^nd, 3^rd and 4^th anniversary of the grant dates. The maximum contractual term for all options is ten years.

In 2004, prior to the adoption of SFAS 123R, the Company immediately vested options for a total of 316,000 shares that were granted that year. The effect of this vesting increased 2004 pro-forma stock-based compensation expense by approximately $5.8 million. In November 2005, the Company accelerated the vesting of certain out-of-the money unvested non-qualified stock options granted in 2003, which increased 2005 pro-forma stock-based compensation expense by approximately $2.3 million. Also in 2005, the Company accelerated certain outstanding in-the-money unvested non-qualified stock options granted in 2002, which increased 2005 pro-forma stock-based compensation expense by approximately $0.5 million and resulted in an immaterial charge to earnings in 2005. Additionally, the Company immediately vested options for a total of 419,000 shares that were granted in 2005, which increased pro-forma stock-based compensation expense by approximately $6.9 million. For those stock options that were immediately vested in 2004 and 2005, shares obtained through these grants cannot be sold until after the fourth anniversary of the respective grant date, unless the individual’s employment is ended due to retirement, disability, death or involuntary termination. For those stock options with vesting schedules that were accelerated in 2005, any shares acquired pursuant to such accelerated vesting schedules cannot be sold until the original vesting date. Options issued to the Company’s Belgian employees and incentive stock options (ISOs) issued prior to the adoption of FAS 123R were not accelerated. The primary purpose for modifying the terms of these options to accelerate their vesting was to eliminate future compensation expense that the Company would otherwise have been required to recognize in its statements of income beginning in the first quarter of 2006 in accordance with SFAS 123R.

The Company uses the Black-Scholes option-pricing model to calculate the grant-date fair value of an option. The fair value of options granted during the first quarter of 2006 and the first quarter of 2005 were calculated using the following weighted average assumptions:

	Three-months ended
		April 2, 2006		April 3, 2005
Options granted		145,250		6,021
Weighted average exercise price		48.00		42.86
Weighted-average grant date fair value		19.00		18.66
Assumptions:
Expected volatility		29.82		39.20
Expected term (in years)		6.25		6.25
Risk-free interest rate		4.60	%	2.96	%
Expected dividend yield		--		--

Expected volatility - The Company is responsible for estimating volatility and has considered a number of factors, including historical volatility, implied volatility, and peer group volatility, when estimating volatility. For options granted prior to 2006, the Company used historical volatility to estimate grant-date fair value of stock options. The Company changed its method of estimating expected volatility for all stock options granted after 2005 from exclusively relying on historical volatility to relying on a blended rate of historical and implied volatility. The Company believes that this blended volatility measure results in a more accurate estimate of grant-date fair value of stock options because it takes into account the market’s expectations of future volatility.

Expected term - The Company qualifies for the simplified method of calculating the expected term on its stock options. Since the Company’s option awards normally vest in tranches, the expected life is determined utilizing the mid-point for each of the tranches, which are averaged to provide an overall expected term.

Risk-free interest rate - The Company uses the yield on zero-coupon U.S. Treasury securities for a period commensurate with the expected term assumption as its risk-free interest rate.

Expected dividend yield - The Company does not issue dividends on its common stock; therefore, no expected dividend yield was used in the Black-Scholes model.

8

The Company recognizes expense using the straight-line attribution method for both pre- and post-adoption grants. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. SFAS 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered option. The Company currently expects, based on an analysis of its historical forfeitures, a forfeiture rate of approximately 5% and applied that rate to grants issued subsequent to adoption of SFAS 123R. This assumption will be reviewed periodically and the rate will be adjusted as necessary based on these reviews. Ultimately, the actual expense recognized over the vesting period will only be for those shares that vest.

A summary of the activity under the Company’s stock option plans as of April 2, 2006 and changes during the three-month period then ended, is presented below:

	Options Outstanding			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Options outstanding at January 1, 2006		2,566,313		$	34.63
Options granted		145,250			48.00
Options exercised		(344,249	)		29.98
Options cancelled		(4,067	)		50.03
Options outstanding at April 2, 2006		2,363,247		$	36.10		6.9		43,436,985
Options exercisable at April 2, 2006		2,157,039		$	35.35		6.8		41,263,663
Options vested or expected to vest at April 2, 2006 (1)		2,357,061		$	36.08		6.9		43,371,785

(1)   In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future. Options expected to vest is calculated by applying an estimated forfeiture rate to the unvested options.

During the three months ended April 2, 2006, the total intrinsic value of options exercised (i.e. the difference between the market price at exercise and the price paid by the individual to exercise the options) was $5.6 million and the total amount of cash received from the exercise of these options was $10.3 million. The total grant-date fair value of stock options that vested during the three months ended April 2, 2006 was approximately $268,000.

As of April 2, 2006, there was $3.7 million of total unrecognized compensation cost related to unvested stock option awards. That cost is expected to be recognized over a weighted-average period of 2.4 years.

Restricted Stock

In the first quarter of 2006, the Company started granting restricted stock to certain key executives. This restricted stock program is a performance based plan that awards shares of common stock of the Company at the end of a three-year measurement period. Awards associated with this program cliff vest at the end of the three-year period and eligible participants can be awarded shares ranging from 0% to 200% of the original award amount, based on defined performance measures associated with earnings per share.

The Company will recognize compensation expense on these awards ratably over the vesting period. The fair value of the award will be determined based on the market value of the underlying stock price at the grant date. The amount of compensation expense recognized over the vesting period will be based on the Company’s projections of the performance of earnings per share over the requisite service period and, ultimately, how that performance compares to the defined performance measure. If, at any point during the vesting period, the Company concludes that the ultimate result of this measure will change from that originally projected, the Company will adjust the compensation expense accordingly and recognize the difference ratably over the remaining vesting period. In the first quarter of 2006, the Company granted restricted stock awards for 65,800 shares under this program and recognized approximately $100,000 in compensation cost. The compensation cost for the remaining quarters of 2006 related to the restricted stock awards is approximately $600,000 per quarter.

Also in the first quarter of 2006, the Company granted an additional one-time award to a certain executive that vests based on the completion of a three-year requisite service period measured from the grant date. This award cliff vests at the end of the three-year period and compensation expense will be recognized ratably over the requisite service period. The Company recognized an immaterial amount of compensation expense associated with this award in the first quarter of 2006.

9

Employee Stock Purchase Plan

The Company has an employee stock purchase plan (ESPP) that allows eligible employees to purchase, through payroll deductions, options to purchase shares of the Company’s common stock at 85% of the fair market value at the end of the respective offering period. The Company offers two six-month offering periods per year, the first beginning in January and ending in June and the second beginning in July and ending in December. The ESPP plan contains a look-back feature that allows the employee to acquire stock at the underlying market price at the beginning or end of the respective period; whichever is lower, at a 15% discount from the market price. Under SFAS 123R, the Company will recognize compensation expense on these options ratably over the offering period based on the fair value of the anticipated number shares that will be issued at the end of each respective period. Compensation expense will be adjusted at the end of each offering period for the actual number of shares issued. Fair value is determined based on two factors: (i) the 15% discount amount on the underlying stock’s market value on the first day of the respective plan period, and (ii) the fair value of the look-back feature determined by using the Black-Scholes model. In the first quarter of 2006, the Company recognized approximately $110,000 of compensation expense associated with the plan.

Liability Based Awards

Stock Appreciation Rights

The Company offers stock appreciation rights (SARs) to certain employees. These rights vest in 1/3^rd increments on the 2^nd, 3^rd and 4^th anniversary dates of the grant and expire on the 10^th anniversary of the grant date or three months after termination, whichever occurs first. These rights can only be settled in cash and, therefore, qualify as liability-based awards under SFAS 123R. The Company will recognize compensation expense on these rights ratably over the vesting period. The fair value of the award will be determined using the Black-Scholes option-pricing model and, since these awards are liability awards, the awards will be revalued at each reporting period and compensation expense will be adjusted accordingly. Assumptions used in the Black-Scholes model are consistent with those disclosed in the stock option discussion above. The Company recognized approximately $40,000 of compensation expense in the first quarter of 2006 associated with the rights.

Impact on Earnings

The adoption of SFAS 123R in the first quarter of 2006 had the following impact on the first quarter of fiscal 2006 results: operating profit was lower by $0.5 million, net income was lower by $0.4 million, and basic and diluted earnings per share were lower by $0.02.

The following table details the effect on net income and earnings per share had stock-based compensation expense been recorded for the first three-months of 2005 based on the fair-value method under SFAS 123, Accounting for Stock-Based Compensation. The reported and pro-forma net income and earnings per share for the first quarter of fiscal 2006 are the same since stock-based compensation expense was calculated under the provisions of SFAS 123R.

(Dollars in thousands, except per share amounts)	April 3, 2005
Net income, as reported	$	5,125
Less: Total stock-based compensation expense determined under Black-Scholes option pricing model, net of related tax effect		804
Pro-forma net income	$	4,321
Basic earnings per share
As reported	$	0.31
Pro-forma		0.26
Diluted earnings per share
As reported	$	0.30
Pro-forma		0.26

10

Note 3 - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share in conformity with SFAS No. 128, “Earnings per Share”, for the periods indicated:

(Dollars in thousands, except per share amounts)	Three Months Ended
	April 2, 2006		April 3, 2005
Numerator:
Net Income	$	12,607	$	5,125
Denominator:
Denominator for basic earnings per share - Weighted-average shares		16,486,068		16,404,381
Effect of dilutive stock options		441,958		474,475
Denominator for diluted earnings per share - Adjusted weighted-average shares and assumed conversions		16,928,026		16,878,856
Basic earnings per share	$	0.76	$	0.31
Diluted earnings per share		0.74		0.30

Note 4 - Pension Benefit and Other Postretirement Benefit Plans

Components of Net Periodic Benefit Cost

The components of net periodic benefit cost for the periods indicated are:

(Dollars in thousands)	Pension Benefits						Retirement Health and Life Insurance Benefits
	April 2, 2006			April 3, 2005			April 2, 2006		April 3, 2005
Change in benefit obligation:
Service cost	$	1,185		$	1,044		$	188	$	173
Interest cost		1,710			1,605			143		156
Expected return on plan assets		(2,137	)		(1,982	)		-		-
Amortization of prior service cost		115			124			-		-
Amortization of net loss		169			114			44		83
Net periodic benefit cost	$	1,042		$	905		$	375	$	412

Employer Contributions

The Company made a $1.8 million voluntary contribution to its qualified defined benefit pension plans in the first quarter of 2006 (voluntary contributions approximated $2.0 million for the full year 2005). The Company also made approximately $200,000 in contributions (benefit payments) to its non-qualified defined benefit plans during the first quarter of 2006 (contributions were approximately $325,000 in 2005).

Medicare Prescription Drug, Improvement and Modernization Act of 2003

In December 2003, the US Congress passed and the President signed into law the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Act). The Act includes a prescription drug benefit under Medicare Part D as well as a federal subsidy beginning in 2006. This subsidy will be paid to sponsors of postretirement health care benefit plans that provide a benefit that is at least actuarially equivalent (as defined in the Act) to Medicare Part D.

In May 2004, the FASB issued FSP FAS 106-2, which provides accounting guidance to sponsors of postretirement health care plans that are impacted by the Act. The FSP is effective for interim or annual periods beginning after June 15, 2004. Although detailed regulations necessary to implement the Act have not yet been finalized, the Company believes that drug benefits offered to the salaried retirees under postretirement welfare plans will qualify for subsidy under Medicare Part D. The reduction in expense for 2005 related to the Act was approximately $336,000. The reduction for anticipated expenses during 2006 related to the Act is approximately $363,000, of which approximately $91,000 was recognized during the first quarter of 2006. The amount of the subsidy during 2006 is expected to be approximately $36,000.

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Note 5 - Equity

Common Stock Repurchase

From time to time, the Company’s Board of Directors authorizes the repurchase, at management’s discretion, of shares of the Company’s common stock. On October 28, 2004, the Board of Directors authorized the repurchase of up to an aggregate of $25 million in market value of such common stock. This repurchase plan was scheduled to expire on October 28, 2005; however, on October 27, 2005, the Board of Directors cancelled the unused portion of this plan and approved a new buyback program, under which the Company is authorized to repurchase up to an aggregate of an additional $25 million in market value of common stock over a 12 month period. Under the current buyback program the Company has repurchased approximately 93,800 shares of common stock. There were no repurchases made in the first quarter of 2006.

Note 6 - Segment Information

The following table sets forth the information about the Company’s operating segments in conformity with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” for the three-month periods ended April 2, 2006 and April 3, 2005:

(Dollars in millions)	2006			2005
Printed Circuit Materials
Net sales	$	36,346		$	36,780
Operating income		4,895			4,067
High Performance Foams
Net sales	$	25,468		$	21,883
Operating income		6,709			5,646
Custom Electrical Components
Net sales	$	28,785		$	17,995
Operating income (loss)		1,648			(509	)
Other Polymer Products
Net sales	$	12,532		$	11,445
Operating loss		(311	)		(5,260	)

Inter-segment sales have been eliminated from the sales data in the previous table.

Note 7 - Joint Ventures

As of April 2, 2006, the Company had four joint ventures, each 50% owned, which are accounted for under the equity method of accounting. Equity income of $2.9 million and $1.7 million for the quarterly periods ended April 2, 2006 and April 3, 2005 is included in the consolidated statements of income. Each of the joint ventures is described below:

Joint Venture	Location		Reportable Segment		Fiscal Year-End
Rogers Inoac Corporation		Japan		High Performance Foams		October 31
Rogers Inoac Suzhou Corporation		China		High Performance Foams		December 31
Rogers Chang Chun Technology Co., Ltd.		Taiwan		Printed Circuit Materials		December 31
Polyimide Laminate Systems, LLC		U.S.		Printed Circuit Materials		December 31

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The summarized financial information for these joint ventures for the three-month periods ended April 2, 2006 and April 3, 2005 is as follows:

(Dollars in thousands)	April 2, 2006		April 3, 2005
Net sales	$	30,088	$	24,692
Gross profit		9,998		7,696
Net income		6,252		3,921

The effect of transactions between the Company and its unconsolidated joint ventures were appropriately accounted for on a consolidated basis. Receivables from joint ventures arise during the normal course of business from transactions between Rogers and the joint ventures, typically from the joint venture purchasing raw materials from Rogers to produce end products, which are sold to third parties.

Note 8 - Commitments and Contingencies

The Company is currently engaged in the following environmental and legal proceedings:

Environmental Remediation in Manchester, Connecticut

In the fourth quarter of 2002, the Company sold its Moldable Composites Division (MCD) located in Manchester, Connecticut to Vyncolit North America, Inc., a subsidiary of the Perstorp Group, located in Sweden. Subsequent to the divestiture, certain environmental matters were discovered at the Manchester location and Rogers determined that under the terms of the arrangement, the Company would be responsible for estimated remediation costs of approximately $500,000 and recorded this reserve in 2002 in accordance with SFAS No. 5 (FAS 5), Accounting for Contingencies. In the fourth quarter of 2004, the Connecticut Department of Environmental Protection (CT DEP) accepted the Company’s plan of remediation, which was also subsequently accepted by the Town of Manchester. In the second half of 2005, the Company commenced remediation procedures at the site and, as of the end of 2005, the remediation procedures were substantially complete. Billings to date have reduced the original accrual to approximately $350,000 as of April 2, 2006, which is adequate to cover the cost of any future required remediation procedures. The Company will be responsible for monitoring the site for at least two years after completion of the remediation, and the costs of monitoring, which is not expected to be material, will be treated as period expenses as incurred.

Superfund Sites

The Company is currently involved as a potentially responsible party (PRP) in four active cases involving waste disposal sites. In certain cases, these proceedings are at a stage where it is still not possible to estimate the ultimate cost of remediation, the timing and extent of remedial action that may be required by governmental authorities, and the amount of liability, if any, of the Company alone or in relation to that of any other PRPs. However, the costs incurred since inception for these claims have been immaterial and have been primarily covered by insurance policies, for both legal and remediation costs. In one particular case, the Company has been assessed a cost sharing percentage of 2.47% in relation to the range for estimated total cleanup costs of $17 to $24 million. The Company has confirmed sufficient insurance coverage to fully cover this liability and has recorded a liability and related insurance receivable of approximately $0.5 million, which approximates its share of the low end of the range. The Company believes that this remediation will continue for many years.

In all its superfund cases, the Company believes it is a de minimis participant and has only been allocated an insignificant percentage of the total PRP cost sharing responsibility. Based on facts presently known to it, the Company believes that the potential for the final results of these cases having a material adverse effect on its results of operations, financial position or cash flows is remote. These cases have been ongoing for many years and the Company believes that they will continue on for the indefinite future. No time frame for completion can be estimated at the present time.

PCB Contamination

The Company has been working with the CT DEP and Environmental Protection Agency (EPA) Region I related to certain polychlorinated biphenyl (PCB) contamination in the soil beneath a section of cement flooring at its Woodstock, Connecticut facility. The Company completed clean-up efforts in 2000 in accordance with a previously agreed upon remediation plan. This Groundwater Remedial Action Plan was prepared to address PCB’s that are present in the shallow groundwater and competent bedrock. The Company is in the process of determining the extent of PCB contamination in the groundwater prior to implementing the Groundwater Remedial Action Plan. In the first quarter of 2006, additional contamination was found in well clusters installed along the edge of the building. The Company is currently working with the DEP to determine the direction of the plume and if any additional remediation will be required. The Company cannot estimate the range of future remediation costs based on facts and circumstances known to it at the present time and has not recorded a reserve as of April 2, 2006 related to this issue. The Company believes that this situation will continue for several more years and no time frame for completion can be estimated at the present time. Since inception, the Company has spent approximately $2.5 million in remediation and monitoring costs related to the site.

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Asbestos Litigation

· Overview

Over the past several years, there has been a significant increase in certain U.S. states in asbestos-related product liability claims brought against numerous industrial companies where the third-party plaintiffs allege personal injury from exposure to asbestos-containing products. The Company has been named, along with hundreds of other industrial companies, as a defendant in some of these claims. In virtually all of these claims filed against the Company, the plaintiffs are seeking unspecified damages or, if an amount is specified, it merely represents jurisdictional amounts or amounts to be proven at trial. Even in those situations where specific damages are alleged, the claims frequently seek the same amount of damages, irrespective of the disease or injury. Plaintiffs’ lawyers often sue dozens or even hundreds of defendants in individual lawsuits on behalf of hundreds or even thousands of claimants. As a result, even when specific damages are alleged with respect to a specific disease or injury, those damages are not expressly identified as to the Company.

The Company did not mine, mill, manufacture or market asbestos; rather, the Company made some limited products, which contained encapsulated asbestos. Such products were provided to industrial users. The Company stopped the manufacture of these products in 1987.

· Claims

The Company has been named in asbestos litigation primarily in Illinois, Pennsylvania, and Mississippi. As of April 2, 2006, there were approximately 224 pending claims compared to 215 pending claims at January 1, 2006. The number of open claims during a particular time can fluctuate significantly from period to period depending on how successful the Company has been in getting these cases dismissed or settled. In addition, most of these lawsuits do not include specific dollar claims for damages, and many include a number of plaintiffs and multiple defendants. Therefore, the Company cannot provide any meaningful disclosure about the total amount of the damages sought.

The rate at which plaintiffs filed asbestos-related suits against a number of defendants, including the Company, increased in 2001, 2002 and the first half of 2003 because of increased activity on the part of plaintiffs to identify those companies that sold asbestos containing products, but which did not directly mine, mill or market asbestos. In addition, a significant increase in the volume of asbestos-related bodily injury cases arose in Mississippi beginning in 2002 and extended through mid-year 2003. This increase in the volume of claims in Mississippi was apparently due to the passage of tort reform legislation (applicable to asbestos-related injuries), which became effective on September 1, 2003 and which resulted in a large number of claims being filed in Mississippi by plaintiffs seeking to ensure their claims would be governed by the law in effect prior to the passage of tort reform. The number of asbestos-related suits filed against the Company increased in 2004, then decreased in 2005. It is too early in 2006 to determine if the rate of such filings against the Company will continue to decline.

· Defenses

In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable loss as a result of exposure to the Company’s asbestos-containing products. Management continues to believe that a majority of the claimants in pending cases will not be able to demonstrate exposure or loss. This belief is based in large part on two factors: the limited number of asbestos-related products manufactured and sold by the Company and the fact that the asbestos was encapsulated in such products. In addition, even at sites where the presence of an alleged injured party can be verified during the same period those products were used, liability of the Company cannot be presumed because even if an individual contracted an asbestos-related disease, not everyone who was employed at a site was exposed to the Company’s asbestos-containing products. Based on these and other factors, the Company has and will continue to vigorously defend itself in asbestos-related matters.

· Dismissals and Settlements

Cases involving the Company typically name 50-300 defendants, although some cases have had as few as 1 and as many as 833 defendants. The Company has obtained dismissals of many of these claims. In the first quarter of 2006, the Company was able to have approximately 22 claims dismissed and settled 6 claims. For the full year 2005, approximately 99 claims were dismissed and 12 were settled. The majority of costs have been paid by the Company’s insurance carriers, including the majority of costs associated with the small number of cases that have been settled. Payments related to such settlements totaled an aggregate of less than $1 million in the first quarter of 2006 and $4.4 million in all of 2005. Although these figures provide some insight into the Company’s experience with asbestos litigation, no guarantee can be made as to the dismissal and settlement rate the Company will experience in the future.

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Settlements are made without any admission of liability. Settlement amounts may vary depending upon a number of factors, including the jurisdiction where the action was brought, the nature and extent of the disease alleged and the associated medical evidence, the age and occupation of the alleged injured party, the existence or absence of other possible causes of the alleged illness of the alleged injured party, and the availability of legal defenses, as well as whether the action is brought alone or as part of a group of claimants. To date, the Company has been successful in obtaining dismissals for many of the claims and has settled only a limited number. The majority of settled claims were settled for immaterial amounts, and the Company’s insurance carriers have paid the majority of such costs. In addition, to date, the Company has not been required to pay any punitive damage awards.

· Potential Liability

National Economic Research Associates, Inc. (NERA), a consulting firm with expertise in the field of evaluating mass tort litigation asbestos bodily-injury claims, was engaged to assist the Company in projecting the Company’s future asbestos-related liabilities and defense costs with regard to pending claims and future unasserted claims. Projecting future asbestos costs is subject to numerous variables that are extremely difficult to predict, including the number of claims that might be received, the type and severity of the disease alleged by each claimant, the long latency period associated with asbestos exposure, dismissal rates, costs of medical treatment, the financial resources of other companies that are co-defendants in claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, and the impact of potential changes in legislative or judicial standards, including potential tort reform. Furthermore, any predictions with respect to these variables are subject to even greater uncertainty as the projection period lengthens. In light of these inherent uncertainties, the Company’s limited claims history and consultations with NERA, the Company believes that five years is the most reasonable period for recognizing a reserve for future costs, and that costs that might be incurred after that period are not reasonably estimable at this time. As a result, the Company also believes that its ultimate net asbestos-related contingent liability (i.e., its indemnity or other claim disposition costs plus related legal fees) cannot be estimated with certainty.

· Insurance Coverage

The Company’s applicable insurance policies generally provide coverage for asbestos liability costs, including coverage for both resolution and defense costs. Following the initiation of asbestos litigation, an effort was made to identify all of the Company’s primary and excess insurance carriers that provided applicable coverage beginning in the 1950s through the mid-1980s. There appear to be three such primary carriers, all of which were put on notice of the litigation. Marsh Risk Consulting (Marsh), a consulting firm with expertise in the field of evaluating insurance coverage and the likelihood of recovery for asbestos-related claims, has been engaged to work with the Company to project the insurance coverage of the Company for asbestos-related claims. Marsh’s conclusions were based primarily on a review of the Company’s coverage history, application of reasonable assumptions on the allocation of coverage consistent with industry standards, an assessment of the creditworthiness of the insurance carriers, analysis of applicable deductibles, retentions and policy limits, and the experience of NERA and a review of NERA’s report.

· Cost Sharing Agreement

To date, the Company’s primary insurance carriers have provided for substantially all of the legal and defense costs associated with its asbestos-related claims. However, as claims continue, the Company and its primary insurance carriers have determined that it would be appropriate to enter into a cost sharing agreement to clearly define the cost sharing relationship among such carriers and the Company. As of November 5, 2004, an interim cost sharing agreement was established that provided that the primary insurance carriers would continue to pay legal and defense costs associated with these claims until a definitive cost sharing arrangement was consummated. The Company expects a definitive cost sharing agreement to be finalized during the second quarter of 2006, at which time the respective parties would agree to the final terms of the cost sharing relationship.

· Impact on Financial Statements

Given the inherent uncertainty in making future projections, the Company plans to have the projections of current and future asbestos claims periodically re-examined, and the Company will update them if needed based on the Company’s experience, changes in the underlying assumptions that formed the basis for NERA’s and Marsh’s models, and other relevant factors, such as changes in the tort system and the success in resolving claims against the Company. Based on the assumptions employed by and the report prepared by NERA and other variables, in the fourth quarter of 2004 the Company recorded a reserve for its estimated bodily injury liabilities for asbestos-related matters, including projected indemnity and legal costs, for the five-year period through 2009 in the undiscounted amount of $36.2 million. Likewise, based on the analysis prepared by Marsh, the Company recorded a receivable for its estimated insurance recovery of $36.0 million. This resulted in the Company recording a pre-tax charge to earnings of approximately $230,000 in 2004. At year-end 2005, NERA and Marsh were asked to update their respective analyses, which they did, and the Company adjusted its estimated liability and estimated insurance recovery to $37.9 million and $37.6 million, respectively, resulting in a cumulative pre-tax charge to earnings of approximately $300,000, of which approximately $70,000 was recognized in 2005. These amounts are currently reflected in the Company’s financial statements at April 2, 2006 as no material changes occurred during the quarter that would cause the Company to believe that an additional update to the analysis was required. The Company plans to have the analysis updated again at the end of 2006.

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The amounts recorded by the Company for the asbestos-related liability and the related insurance receivables described above were based on currently known facts and a number of assumptions. However, projecting future events, such as the number of new claims to be filed each year, the average cost of disposing of such claims, coverage issues among insurers, and the continuing solvency of various insurance companies, as well as the numerous uncertainties surrounding asbestos litigation in the United States, could cause the actual liability and insurance recoveries for the Company to be higher or lower than those projected or recorded.

There can be no assurance that the Company’s accrued asbestos liabilities will approximate its actual asbestos-related settlement and defense costs, or that its accrued insurance recoveries will be realized. The Company believes that it is reasonably possible that it will incur additional charges for its asbestos liabilities and defense costs in the future, which could exceed existing reserves, but such excess amount cannot be estimated at this time. The Company will continue to vigorously defend itself and believes it has substantial unutilized insurance coverage to mitigate future costs related to this matter.

Other Environmental and Legal Matters

In 2004, the Company became aware of a potential environmental matter at its facility in Korea involving possible soil contamination. The initial assessment on the site has been completed and has confirmed that there is contamination. The Company believes that such contamination is historical and occurred prior to its occupation of the facility. Based on this information, the Company believes it is under no current obligation to remediate the site, but will continue to monitor the issue.

The Company is also aware of a potential environmental matter involving soil contamination at one of its European facilities. The Company is currently assessing this matter and believes that it is probable that a loss contingency exists relating to this site. In the first quarter of 2006, the Company increased its estimates of the potential remediation costs to a range of between $0.3 million and $1.0 million from its previous estimates of between $200,000 and $400,000. The Company increased its reserve in the first quarter of 2006 to approximate the low end of its updated range.

In 2005, the Company began to market its manufacturing facility in South Windham, Connecticut to find potential interested buyers. This facility was formerly the location of the manufacturing operations of the Company’s elastomer component and float businesses prior to the relocation of these businesses to Suzhou, China in the fall of 2004. As part of its due diligence in preparing the site for sale, the Company determined that there were several environmental issues at the site and, although under no legal obligation to voluntarily remediate the site, the Company believes that remediation procedures will have to be performed in order to successfully sell the property. Therefore, the Company obtained an assessment, which determined that the potential remediation cost range would be approximately $0.4 million to $1.0 million. In accordance with SFAS 5, the Company determined that the potential remediation would most likely approximate the mid-point of this range and recorded a $0.7 million charge in the fourth quarter of 2005. The Company plans to commence remediation efforts sometime in 2006. This facility was designated as held-for-sale in the second quarter of 2005; however, as it became apparent to the Company that the remediation efforts would need to be completed in order to successfully sell this facility, the Company removed this designation in the fourth quarter of 2005. No material changes related to this site occurred in the first quarter of 2006.

In addition to the above issues, the nature and scope of the Company's business bring it in regular contact with the general public and a variety of businesses and government agencies. Such activities inherently subject the Company to the possibility of litigation, including environmental and product liability matters that are defended and handled in the ordinary course of business. The Company has established accruals for matters for which management considers a loss to be probable and reasonably estimable. It is the opinion of management that facts known at the present time do not indicate that such litigation, after taking into account insurance coverage and the aforementioned accruals, will have a material adverse impact on the results of operations, financial position, or cash flows of the Company.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This information should be read in conjunction with the unaudited financial statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and results of Operations contained in the Company’s Form 10-K for the year-ended January 1, 2006.

Certain statements in this Form 10-Q may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “intends,” “believes,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results or performance of the Company to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such factors include, but are not limited to, changing business, economic, and political conditions both in the United States and in foreign countries; increasing competition; changes in product mix; the development of new products and manufacturing processes and the inherent risks associated with such efforts; the outcome of current and future litigation; the accuracy of the Company’s analysis of its potential asbestos-related exposure and insurance coverage; changes in the availability and cost of raw materials; fluctuations in foreign currency exchange rates; and any difficulties in integrating acquired businesses into the Company’s operations. Such factors also apply to the Company’s joint ventures. The Company makes no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statements.Additional information about certain factors that could cause actual results to differ from such forward-looking statements include, but are not limited to, those items described in Item 1A, Risk Factors, to the Company’s Form 10-K for the year-ended January 1, 2006.

Business Overview

Rogers Corporation is a global enterprise that provides its customers with innovative solutions and industry leading products in a variety of markets that include portable communications devices, communications infrastructure, computer and office equipment, ground transportation, aerospace and defense, and consumer markets. The Company generates revenues and cash flows through the development, manufacture, and distribution of specialty material-based products that are sold to multiple customers, primarily original equipment manufacturers (OEM’s) and contract manufacturers that, in turn, produce component products that are sold to end-customers for use in various applications. As such, Rogers’ business is highly dependent, although indirectly, on market demand for these end-user products. The Company’s ability to forecast future sales growth is largely dependent on management’s ability to anticipate changing market conditions and how the Company’s customers will react to these changing conditions. It is also highly limited due to the short lead times demanded by the Company’s customers and the dynamics of serving as a relatively small supplier in the overall supply chain for these end-user products. In addition, the Company’s sales represent a number of different products across a wide range of price points and distribution channels that do not always allow for meaningful quantitative analysis of changes in demand or price per unit with respect to the effect on net sales.

The Company’s current focus is on worldwide markets that have an increasing percentage of materials being used to support growing high technology applications, such as cellular base stations and antennas, handheld wireless devices, satellite television receivers, hard disk drives and automotive electronics. The Company continues to focus on business opportunities around the globe and particularly in the Asian marketplace, as evidenced by the continued investment in and expansion of its manufacturing facilities in Suzhou, China, which serve as the Company’s manufacturing base to serve its customers in Asia. Rogers’ goal is to become the supplier of choice for its customers in all of the various markets in which the Company participates. To achieve this goal, the Company strives to make the best products in these respective markets and to deliver the highest level of service to its customers.

The Company’s focus in the past few years has been to better align its business with its customers, which includes having manufacturing capacity close to its customers in order to be responsive to their needs and to manufacture the highest quality products. To reach these goals, the Company invested substantially in its operations in China, as many of its products, including electroluminescent lamps, busbars, and elastomer components and floats are now being manufactured at its facilities in Suzhou. Many of the expected operational issues associated with the growth of these facilities are now behind the Company and many of the anticipated benefits that were expected from these investments are now starting to be realized. The Company also restructured its polyolefin business in 2005 to better align it with the Company’s overall strategy and to allow the Company to focus its resources on growing its business in the future. These initiatives helped contribute to the record quarterly sales and profit levels the Company achieved in the first quarter of 2006. The first quarter results continue the positive trend that began in the second half of 2005 and that the Company expects to continue during the rest of 2006. The Company continues to work diligently to constantly improve its processes and to continue to expand its presence in the markets in which it participates. To help drive these improvements, the Company continues to invest in its Six Sigma® initiatives to help streamline and improve its processes - from manufacturing to transactional and from product to service. The Company continuously has projects in progress as it is focused on gaining both operational and transactional efficiencies as a result of its Six Sigma® efforts. Since inception of the initiative in 2001, the Company’s estimated cost savings and value creation has been greater than two-times its investment. The Company is also planning to further expand its manufacturing capacity in China for both the products that already are manufactured there, as well as other products, including high frequency materials, to further position itself to be close to its customers to enable the Company to be more responsive and serve them better. As with its past initiatives, the Company expects that these future undertakings better position the Company for the long-term, but will most likely result in certain short-term issues that the Company will need to work through to achieve the desired benefits.

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First quarter 2006 sales were $103.1 million, an increase of over 17% from the first quarter of 2005 and 5% from the fourth quarter of 2005. Also, this quarter marked the first time in Company history that quarterly sales levels exceeded the $100 million threshold. Earnings per diluted share for the quarter was $0.74 as compared to $0.30 for the comparable quarter in 2005. This growth in both sales and earnings were driven by the Company’s High Performance Foam and Custom Electrical Components segments, which experienced sales increases of approximately 16% and 60%, respectively. Operating profits from all of its segments were up as compared to the first quarter of 2005, resulting in an increase of almost $9 million as compared to the first quarter of 2005 (an over 200% increase) and its joint ventures contributed $1 million more than in the first quarter of 2005 (an over 60% increase).

Rogers’ management team believes that it is well positioned to continue to take advantage of the significant market opportunities available to it during the remainder of 2006 and beyond, as experienced in the second half of 2005 and the first quarter of 2006. The efforts the Company has made in the last few years to establish and expand production in China to enable it to have manufacturing close to its customers; to restructure certain businesses to better align them with the Company’s strategic vision; and to invest in research and development; have all laid the foundation for the growth of Rogers in 2006 and beyond. Rogers is continuously working to be the supplier of choice for the specialty materials-based products it produces and will continue to invest generously in research and development to maintain that market-leadership position. The Company is focused on current growing markets and new emerging markets and will continue to invest in the highest quality human capital to position itself to take advantage of opportunities in the global marketplace. Rogers believes that its technology and ongoing investment in research and development gives the Company its greatest competitive advantage and will work to keep and grow its intellectual property in order to maintain its position in the markets in which it participates. Based on all these factors, the Company believes it is in a position to experience record results over the remainder of 2006; however, as with any business, the Company’s sales volumes are impacted and can swing significantly based on a variety of factors, including, but not limited to: end user market trends, the activities of suppliers and competitors, availability of raw materials, commercial success of new products, and market development activities. For further discussion of the Company’s risk factors, see the Risk Factors section in Item 1A of the Company’s 2005 Form 10-K. In the past, the Company has experienced upturns and downturns in its various businesses due to these varied factors and, while the Company has projected sales volumes for resource planning and strategic considerations, the Company anticipates these factors will continue to impact actual results and its ability to accurately forecast and plan resources and initiatives accordingly.

Results of Operations

The following table sets forth, for the periods indicated, selected Company operations data expressed as a percentage of net sales.

	Three-Months Ended
	April 2, 2006			April 3, 2005
Net sales		100.0	%		100.0	%
Manufacturing margins		35.2	%		26.6	%
Selling and administrative expenses		16.9	%		16.3	%
Research and development expenses		5.8	%		5.7	%
Operating profit		12.5	%		4.5	%
Equity income in unconsolidated joint ventures		2.8	%		2.0	%
Other income		0.3	%		1.2	%
Income before income taxes		15.7	%		7.7	%
Income taxes		3.4	%		1.8	%
Net income		12.2	%		5.8	%

The above table may not foot due to rounding.

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Net Sales

Net sales for the first quarter of 2006 were $103.1 million as compared to $88.1 million in the first quarter of 2005, an increase of $15.0 million, or 17%. The High Performance Foams, Custom Electrical Components and Other Polymer Products segments reported sales increases of 16%, 60%, and 10%, respectively. Sales in the Printed Circuit Materials segment declined slightly from the first quarter of 2005. See “Segment Analysis” below for further discussion on segment performance.

Manufacturing Margins

Manufacturing margins as a percentage of sales increased from 26.6% in the first quarter of 2005 to 35.2% in the first quarter of 2006. The Company’s margins improved across all reportable segments, but most notably in its Custom Electrical Components segment where margins improved approximately 9 percentage points due primarily to operational efficiencies generated from the improvements in its China operations. In its Other Polymer Products segment, margins improved significantly as a result of the previous restructuring of the polyolefin business and the improvements realized in China in its elastomer components and floats business, and in its Printed Circuit Materials segment, where margins improved by approximately 15 percentage points, primarily as a result of improved efficiencies experienced in materials used in infrastructure and satellite television markets; however these improvements were partially offset by slight erosion of margins in materials used in portable communications, among other applications. Many of these margin improvements are primarily attributable to the operational initiatives undertaken by the Company and the improvement of its manufacturing processes, particularly in China.

Stock-Based Compensation Expense

During the first quarter of 2006, the Company adopted Statement of Financial Accounts Standard No. 123 (revised 2004) Share-Based Payment (SFAS 123R), using the modified prospective application. The Company has four types of stock-based compensation instruments affected by the adoption: stock options, restricted stock, an employee stock purchase plan (ESPP), and stock appreciation rights. Compensation cost for each of these plans is calculated on the date of grant using the fair value of the underlying compensation instrument, which is determined by the Black-Scholes valuation model for stock options, stock appreciation rights, and options to acquire shares under the ESPP, and the underlying fair value of the Company’s stock on the grant date for restricted stock awards. The Black-Scholes valuation model requires the Company to make several assumptions. One of the key assumptions is expected volatility. For options granted prior to 2006, the Company used historical volatility to estimate the grant-date fair value of stock options. The Company changed its method of estimated expected volatility for the appropriate stock-based compensation awards issued subsequent to the adoption of SFAS 123R to a blended volatility rate comprised of historical and implied volatility rates. The Company believes that this blended volatility measure results in a more accurate estimate of grant-date fair value of stock options because it takes into account the market’s expectations of future volatility.

In the first quarter of 2006, the Company recognized $0.5 million of total stock-based compensation expense as a result of the adoption of SFAS 123R. The adoption of SFAS 123R impacted diluted earnings per share for the first quarter of 2006 by $0.02.

Prior to the adoption of SFAS 123R, the Company accounted for share-based payments to employees using the intrinsic value method proscribed under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and, as such, generally recognized no compensation cost for employee stock options. The adoption of SFAS 123R under the modified prospective application allowed the Company to recognize compensation cost beginning with the effective date based on the requirement of SFAS 123R for all share-based awards granted after the effective date and based on the requirements of SFAS 123R for all awards granted to employees prior to the effective date of SFAS 123R that remain unvested on the effective date. Under the modified prospective application, prior periods are not restated for the effect of SFAS 123R. The Company used the straight-line attribution method for all options granted prior to the adoption of SFAS 123R, except for those options accelerated in 2005 as described below. The Company will continue to use the straight-line attribution method for all options granted subsequent to the adoption of SFAS 123R.

Prior to the adoption of SFAS 123R, the Company immediately vested options for a total of 316,000 shares that were granted in 2004, which increased 2004 pro-forma stock-based compensation expense by approximately $5.8 million. In November 2005, the Company accelerated the vesting of certain out-of-the money unvested non-qualified stock options granted in 2003, which increased 2005 pro-forma stock-based compensation expense by approximately $2.3 million. Also in 2005, the Company accelerated certain outstanding in-the-money unvested non-qualified stock options granted in 2002, which increased 2005 pro-forma stock-based compensation expense by approximately $0.5 million and resulted in an immaterial charge to earnings in 2005. Additionally, the Company immediately vested options for a total of 419,000 shares that were granted in 2005, which increased pro-forma stock-based compensation expense by approximately $6.9 million. For those stock options that were immediately vested in 2004 and 2005, shares obtained through these grants cannot be sold until after the fourth anniversary of the respective grant date unless the individual’s employment is ended due to retirement, disability, death or involuntary termination. For those stock options with vesting schedules that were accelerated in 2005, any shares acquired pursuant to such accelerated vesting schedules cannot be sold until the original vesting date. The primary purpose for modifying the terms of these options to accelerate their vesting was to eliminate future compensation expense that the Company would otherwise have been required to recognize in its statements of income beginning in the first quarter of 2006 in accordance with SFAS 123R. Options issued to the Company’s Belgian employees and incentive stock options (ISOs) issued prior to the adoption of FAS 123R were not accelerated.

19

As of April 2, 2006, the total compensation cost related to unvested stock option awards not yet recognized in the statement of income was approximately $3.7 million, which will be recognized over a weighted-average period of 2.4 years. The Company anticipates the compensation cost for all equity compensation plans to be approximately $1.0 million for the second quarter of 2006.

See Note 2 to the Company’s Consolidated Financial Statements contained in Item 1 of this Quarterly Report on Form 10-Q for further information regarding the Company’s adoption of SFAS 123R.

Selling and Administrative Expenses

Selling and administrative expenses for the first three months of 2006 was $17.4 million as compared to $14.4 million in the first quarter of 2005, an increase of approximately 21%. As a percentage of sales, selling and administrative expenses increased slightly from 16.3% in the first quarter of 2005 to 16.9% in the first quarter of 2006. The increase in expense in the first quarter of 2006 as compared to the first quarter of 2005 is primarily attributable to an increase in incentive compensation expense of approximately $1.2 million and an increase in commission expense of approximately $0.5 million as compared to the first quarter of 2005, both due to the Company’s strong first quarter sales and operating results and the Company’s expectations of strong performance results for the year.

Research and Development Expenses

Research and development expenses increased almost 18% from $5.1 million in the first quarter of 2005 to $6.0 million in the first quarter of 2006. As a percentage of sales, research and development expenses were up slightly from 5.7% in the first quarter of 2005 to 5.8% in the first quarter of 2006. The Company plans to reinvest approximately 6% of sales in research and development activities each year and its first quarter 2006 spending rate is in line with its expectations. The increase in the overall spending levels can be attributed to the timing of various projects and the Company’s continued focus to expand its research and development efforts to seek out new technologies and to improve the technology and products in its current portfolio to further grow the business. The Company believes that technology is one of the cornerstones of the Company’s past success and that its future success is dependent on the continued investment in research and development initiatives.

Equity Income in Unconsolidated Joint Ventures

Equity income in unconsolidated joint ventures increased from $1.7 million in the first quarter of 2005 to $2.9 million in the first quarter of 2006. The increase was primarily due to the continued success of the Company’s high performance foams joint ventures, Rogers Inoac Suzhou Corporation (RIS) and Rogers Inoac Corporation (RIC). RIS started operations in China in early 2005 and began to contribute positively to the Company’s results in the fourth quarter of 2005. The positive results continued in the first quarter of 2006 and helped contribute to the strong contribution the Company received from its joint ventures in the quarter. Results at the Company’s joint venture in Taiwan, Rogers Chan Chung Technologies, Inc. (RCCT), remained relatively consistent with the first quarter of 2005.

Other Income (Expense)

Other income (expense) declined from income of $0.8 million in the first quarter of 2005 to less than $0.1 million of expense in the first quarter of 2006. The primary reason for this decline is a reduction in the royalty income the Company receives as a result of the sale of its Moldable Composites business in 2002.

Income Taxes

The Company’s effective tax rate was 22% and 24% for the three-month periods ended April 2, 2006 and April 3, 2005, respectively. In 2006, the effective tax rate benefited from favorable tax rates on certain foreign business activity and foreign tax credits that reduced the effective tax rate by 13 percentage points and 1 percentage point, respectively. The research and development credit expired as of December 31, 2005. The Company anticipates that it will be reinstated retroactively, and when it is, the benefit of that credit will be reflected in the annual effective tax rate used for 2006 results to date. The effective tax rate also benefited in 2006 from increased activity in jurisdictions with lower tax rates. In 2005, the effective tax rate benefited from favorable tax rates on certain foreign business activity, foreign tax credits and research and development credits, which reduced the effective tax rate by 7, 3 and 2 percentage points, respectively. There were no income tax payments made during the first three months of 2006 and payments of $21,000 were made in the first three months of 2005.

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Segment Sales and Operations

Printed Circuit Materials

(Dollars in millions)	First Quarter
	2006		2005
Net sales	$	36.3	$	36.8
Operating income		4.9		4.1

Net sales of Printed Circuit Materials in the first quarter of 2006 were $36.3 million, a slight decrease from the first quarter of 2005 sales of $36.8 million. Although sales declined slightly, operating income increased by approximately 20% in the first quarter of 2006 as compared to the first quarter of 2005. These fluctuations are due primarily to sales mix within the reportable segment as sales of high frequency materials increased by approximately 6% in the quarter while sales of flexible materials declined by 17% as compared to the first quarter of 2005. High frequency materials increased due to increased penetration into the communications infrastructure and satellite television markets, while flexible materials sales declined as a result of the end of life of certain programs, particularly in the portable communications market. The Company expects a continued softening in flexible material sales in the second quarter, as this quarter has historically been a weak quarter for the operating segment as a result of the timing of certain programs and the purchasing cycles of its vendors.

High Performance Foams

(Dollars in millions)	First Quarter
	2006		2005
Net sales	$	25.5	$	21.9
Operating income		6.7		5.6

High Performance Foams net sales increased over 16% from $21.9 million in the first quarter of 2005 to $25.5 million in the first quarter of 2006 and operating income increased by almost 19% to $6.7 million in the quarter. The increase in sales and operating profits is primarily a result of the strong performance of the Company’s PORON® urethane foam product sales in the first quarter of 2006. The increase in sales of urethane foam in the first quarter of 2006 as compared to the first quarter of 2005 were driven by growth in industrial and consumer applications, particularly in portable communications, electronics, athletic footwear, healthcare, and general industrial applications. Regionally, the greatest growth of urethane foams was again in China. Sales of silicone foams remained relatively consistent as compared to the first quarter of 2005. Operating income, as a percentage of net sales, remained relatively consistent in the first quarter of 2006 as compared to the first quarter of 2005.

Custom Electrical Components

(Dollars in millions)	First Quarter
	2006		2005
Net sales	$	28.8	$	18.0
Operating income (loss)		1.6		(0.5	)

Net sales in the Company’s Custom Electrical Components segment increased by 60% from $18.0 million in the first quarter of 2005 to $28.8 million in the first quarter of 2006. Operating results also improved from a loss of $0.5 million in the first quarter of 2005 to income of $1.6 million in the first quarter of 2006. These increases are driven primarily by sales of electroluminescent lamps (EL lamps) into the portable handheld communication device market, particularly in cell phone applications. Much of the sales growth is attributable to expansion in China that enabled the Company to increase its manufacturing capacity to meet current market demand. Improved operational efficiencies associated with the manufacturing processes in China contributed to the improvement in the operating results of the segment in the first quarter of 2006. The Company expects sales into the portable handheld communication device market to continue to increase throughout the remainder of 2006. Sales of the Company’s busbar products remained relatively flat in the first quarter of 2006 as compared to the first quarter of 2005. In 2005, the Company added additional capacity in China for the manufacture of these products to better serve its local customers in the transportation and networking systems markets and anticipates that this additional capacity will positively impact the results of this segment during 2006.

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Other Polymer Products

(Dollars in millions)	First Quarter
		2006			2005
Net sales	$	12.5		$	11.4
Operating loss		(0.3	)		(5.3	)

Other Polymer Products net sales increased from $11.4 million in the first quarter of 2005 to $12.5 million in the first quarter of 2006. Although the sales growth was modest quarter-over-quarter, the Company was able to achieve significant improvements in its operating results, which are primarily attributable to it polyolefin foam and elastomer component and float businesses. In 2005, the Company restructured its polyolefin foam business to better align it with the Company’s overall strategic objectives. This restructuring focused on shedding unprofitable customers and streamlining the business to achieve better operational results. Also, in the first quarter of 2005, the Company’s elastomer component and float business was working through operational issues associated with moving the manufacturing operations from Connecticut to China. Many of these issues were addressed and resolved during 2005, which contributed to the operational improvements experienced in the first quarter of 2006. Although results improved in the first quarter of 2006 as compared to the first quarter of 2005, this reportable segment still experienced an operating loss for the quarter and the Company is continuing to focus on initiatives designed to improve the profitability of all the operations that comprise this segment.

Liquidity, Capital Resources and Financial Position

Rogers’ management believes that the Company’s ability to generate cash from operations to reinvest in the business is one of its fundamental strengths, as demonstrated by the Company’s strong financial position at the end of the first quarter of 2006. The Company remains essentially debt free and is able to finance its operating needs through internally generated funds. Management believes that over the next twelve months internally generated funds plus available lines of credit will be sufficient to meet the capital expenditure requirements and ongoing needs of the business. However, the Company continually reviews and evaluates the adequacy of its lending facilities and relationships.

At April 2, 2006, cash, cash equivalents and short-term investments totaled $65.2 million as compared to $46.4 million at January 1, 2006. Cash increased as a result of the strong performance of the Company during the first quarter of 2006, a relatively low level of capital expenditures during the quarter of $2.4 million, although the Company anticipates total expenditures for the year to approximate $30 million, and the fact that the Company did not repurchase any stock during the quarter as it has for the past several quarters. Also, the Company received approximately $10 million as a result of the exercise of stock options during the first quarter of 2006. The Company continuously studies methods and vehicles to invest its excess cash in order to maximize returns on its strong cash flows. Working capital increased from $123.7 million at January 1, 2006 to $149.8 million at April 2, 2006.

Significant changes in the Company’s balance sheet accounts are as follows:

o Accounts receivable increased by $7.8 million from $62.9 million at January 1, 2006 to $70.7 million at April 2, 2006 primarily due to the record sales levels experienced in the first quarter of 2006.

o Inventories increased by $9.5 million from $43.5 million at January 1, 2006 to $53.0 million at April 2, 2006. This increase is a result of the Company’s decision to build inventory in the quarter to meet anticipated customer demand, particularly in the flexible circuit, polyurethane foam and electroluminescent lamp products. Also, manufacturing capacity in China continues to expand, which is another factor contributing to this inventory growth.

o Accrued employee benefits and compensation increased from $13.9 million at January 1, 2006 to $18.6 million at April 2, 2006 due mainly to annual incentive compensation and commission accruals associated with strong first quarter performance and the anticipated strong financial performance of the Company over the remainder of 2006.

o Shareholders equity increased by $28.4 million from $280.3 million at January 1, 2006 to $308.7 million at April 2, 2006 as a result of the strong performance of the Company in the first quarter with net income of $12.6 million, stock option exercises during the quarter which contributed approximately $10.2 million to equity in the quarter, and the tax windfall associated with the exercise of these options which increased shareholders’ equity by approximately $2.1 million.

Cash flows from operations were approximately $7.9 million in the first quarter of 2006 as compared to $6.8 million in the first quarter of 2005. The first quarter 2006 operating cash flows are driven primarily by the strong operating results of the Company, with net income of $12.6 million and an increase in accounts payable and other accrued liabilities of $8.7 million, primarily as a result of additional accruals for anticipated incentive compensation costs; offset by the cash flow effect of increased inventory of $8.4 million and accounts receivable of $6.9 million. Additionally, the Company made a $1.8 million contribution to its qualified defined benefit pension plans.

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Contingencies

During the first quarter of 2006, the Company did not become aware of any material developments related to environmental matters or other contingencies. The Company has not had any material recurring costs and capital expenditures related to environmental matters. Refer to Note 7 of the unaudited condensed consolidated financial statement for further discussion on ongoing environmental and contingency matters.

Contractual Obligations

There have been no significant changes outside the ordinary course of business in the Company’s contractual obligations during the first quarter of 2006.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have, or are in the opinion of management likely to have, a current or future material effect on the Company’s financial condition or results of operations.

Recently Issued Accounting Pronouncements

Inventory Costs

In November 2004, the FASB issued SFAS No. 151, Inventory Costs - An Amendment of ARB No. 43, Chapter 4 (SFAS 151). SFAS 151 amends the guidance in Accounting Research Bulletin No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and spoilage. Among other provisions, the new rule requires that these items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal” as stated in ARB No. 43. Additionally, SFAS 151 requires that the allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 was adopted by the Company in the first quarter of fiscal 2006 and did not have a material impact on its consolidated results of operations or financial position.

Accounting Changes and Error Corrections

In June 2005, the FASB issued SFAS No. 154 (SFAS 154), Accounting Changes and Error Corrections that requires entities that voluntarily make a change in accounting principle to apply that change retrospectively to prior periods’ financial statements unless it is impracticable to do so. SFAS 154 also requires that a change in method of depreciation, amortization or depletion for long-lived, non-financial assets be accounted for as a change in accounting estimate. SFAS 154 supercedes APB No. 20, Accounting Changes (APB 20).The Company adopted SFAS 154 in the first quarter of 2006, which did not have a material impact on the consolidated results of operations or financial position.

Critical Accounting Policies

There have been no significant changes in the Company’s critical accounting policies during the first quarter of 2006.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no significant change in Rogers’ exposure to market risk during the first quarter of 2006. For discussion of the Company’s exposure to market risk, refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, contained in Rogers’ 2005 Annual Report on Form 10-K.

Item 4. Controls and Procedures

a.

As of the end of the period covered by this report, the management of Rogers conducted an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, and due to the material weakness in the Company’s internal control over financial reporting related to the Company’s controls over the accounting for income taxes as discussed below and as reported in the Company’s Annual Report on Form 10-K for the year-ended January 1, 2006, the Chief Executive Officer and Chief Financial Officer concluded that, as of April 2, 2006, the Company’s disclosure controls and procedures were not effective.

b.

The management of Rogers is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and the board of directors regarding the preparation and fair presentation of published financial statements.

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All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

As of January 1, 2006, management’s assessment of the effectiveness of its internal control over financial reporting identified a material weakness in the Company’s internal control over financial reporting over the accounting for income taxes. Specifically, our processes and procedures did not include sufficient technical review and oversight of our income tax accounting practices to assure that income tax accounts were properly reconciled and supported. As a result of the aforementioned control deficiency, certain of our income tax accounts required adjustments for the fiscal year ended January 1, 2006. Although the adjustments were not material, management concluded that a material weakness in internal controls over financial reporting existed. This material weakness is discussed in greater detail in the Company’s Annual Report on Form 10-K for the year-ended January 1, 2006.

During the first quarter of 2006, the Company began the process of implementing controls and procedures to address the material weakness identified as of January 1, 2006 and believes that, once fully implemented, these controls and procedures will correct the material weakness discussed above.

The Company completed an implementation of a new Enterprise Resource Planning (“ERP”) system at its Belgian subsidiary during the first quarter of 2006. The implementation is part of a Company-wide initiative to replace its many stand-alone legacy computer systems with a more efficient fully integrated global system. As a matter of course in such implementations, certain internal controls surrounding the inputting, processing and accessing of information ultimately used in financial reporting were changed. The ERP system implemented in Belgium was previously successfully implemented by the Company in certain of its U.S. facilities. The phased-in approach the Company is taking reduces the risks associated with making these changes, and in addition, the Company is taking the necessary steps to monitor and maintain appropriate internal controls during these implementations. These steps include deploying resources to mitigate internal control risks and performing additional verifications and testing to ensure data integrity.

Except as discussed above, there were no changes in the Company’s internal control over financial reporting during its most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect its internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

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Part II - Other Information

Item 1. Legal Proceedings

See Note 8, “Commitments and Contingencies”, to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in our 2005 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchase of Equity Securities

On October 27, 2005, the Company’s Board of Directors authorized the purchase, at management’s discretion, of up to an aggregate of $25 million in market value of shares of the Company’s capital stock in open market transactions. The buyback program will be completed or cancelled within twelve months of the authorization date. There were no purchases of equity securities during the first quarter of 2006.

Item 4. Submission of Matters to a Vote of Security Holders

(a)	Rogers’ Annual Meeting of Shareholders was held on April 28, 2006, during the second fiscal quarter of 2006.
(b)	All of the matters voted upon were approved and the specific votes are as follows:

1. To elect the members of the Board of Directors:

	Number of Shares
Name	For		Withheld
Leonard M. Baker		15,526,048		90,753
Walter E. Boomer		15,578,640		38,161
Charles M. Brennan, III		15,062,640		554,161
Edward L. Diefenthal		15,544,376		72,425
Gregory B. Howey		15,043,244		573,557
Leonard R. Jaskol		15,062,707		554,094
Carol R. Jensen		15,597,840		18,961
Eileen S. Kraus		15,061,354		555,447
William E. Mitchell		15,112,075		504,726
Robert G. Paul		15,062,640		554,161
Robert D. Wachob		15,579,896		36,905

 

2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2006:

Number of Shares
	For	Against	Abstentions
	15,102,849	513,709	243

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Item 6.Exhibits

List of Exhibits:

2	Stock Purchase Agreement, dated September 30, 2003, among 3M Company, 3M Innovative Properties Company, Durel Corporation and Rogers Corporation for the purchase of Durel Corporation was filed as Exhibit 2.1 to the Registrant’s Form 8-K filed on October 15, 2003*.
3a	Restated Articles of Organization, filed with the Secretary of State of the Commonwealth of Massachusetts on April 6, 1966, were filed as Exhibit 3a to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 1, 1989 (the 1988 Form 10-K)*.
3b	Articles of Amendment to the Articles of Organization, filed with the Secretary of State of the Commonwealth of Massachusetts on August 10, 1966, were filed as Exhibit 3b to the 1988 Form 10-K*.
3c	Articles of Merger of Parent and Subsidiary Corporations, filed with the Secretary of State of the Commonwealth of Massachusetts on December 29, 1975, were filed as Exhibit 3c to the 1988 Form 10-K*.
3d	Articles of Amendment, filed with the Secretary of State of the Commonwealth of Massachusetts on March 29, 1979, were filed as Exhibit 3d to the 1988 Form 10-K*.
3e	Articles of Amendment, filed with the Secretary of State of the Commonwealth of Massachusetts on March 29, 1979, were filed as Exhibit 3e to the 1988 Form 10-K*.
3f	Articles of Amendment, filed with the Secretary of State of the Commonwealth of Massachusetts on April 2, 1982, were filed as Exhibit 3f to the 1988 Form 10-K*.
3g	Articles of Merger of Parent and Subsidiary Corporations, filed with the Secretary of State of the Commonwealth of Massachusetts on December 31, 1984, were filed as Exhibit 3g to the 1988 Form 10-K*.
3h	Articles of Amendment, filed with the Secretary of State of the Commonwealth of Massachusetts on April 6, 1988, were filed as Exhibit 3h to the 1988 Form 10-K*.
3i	Bylaws of Rogers Corporation, as amended and restated effective August 26, 2004, were filed as Exhibit 3.1 to the Company’s Current Report of Form 8-K, filed with the Securities and Exchange Commission on September 1, 2004, and incorporated herein by reference.
3j	Articles of Amendment, as filed with the Secretary of State of the Commonwealth of Massachusetts on May 24, 1994, were filed as Exhibit 3j to the 1995 Form 10-K*.
3k	Articles of Amendment, as filed with the Secretary of State of the Commonwealth of Massachusetts on May 8, 1998 were filed as Exhibit 3k to the 1998 Form 10-K*.
3l	Articles of Merger of Parent and Subsidiary Corporation, filed with the Secretary of State of the Commonwealth of Massachusetts on December 28, 2003, filed as Exhibit 31 to the 2004 Form 10-K.
4a	1997 Shareholder Rights Plan was filed on Form 8-A dated March 24, 1997. The June 19, 1997 and July 7, 1997 amendments were filed on Form 8-A/A dated July 21, 1997. The April 10, 2000 amendment was filed on Form 8-K on May 16, 2000*.
4b	Certain Long-Term Debt Instruments, each representing indebtedness in an amount equal to less than 10 percent of the Registrant’s total consolidated assets, have not been filed as exhibits to this Annual Report on Form 10-K. The Registrant hereby undertakes to file these instruments with the Commission upon request.
10m-4	Fourth Amendment to Multicurrency Revolving Credit Agreement, dated as of March 31, 2006, filed herewith.
10o-1	First Amendment to Rogers Corporation Amended and Restated Pension Restoration Plan**, dated February 27, 2006, filed as Exhibit 10o-1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 1, 2006*.

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10r-3	Amendment No. 3 to Summary of Director and Executive Officer Compensation**, filed as Exhibit 10r-3 to the Registrant’s Current Report on Form 8-K filed on February 23, 2006*.
10r-4	Amendment No. 4 to Summary of Director and Officer Compensation**, filed as Exhibit 10r-3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 1, 2006*.
10r-5	Amendment No. 5 to Summary of Director and Officer Compensation**, filed herewith.
10v-1	Amendment No. 1 to Schedule of Indemnification Agreements for Executives**, filed as Exhibit10v-1 to the Registrant’s Annual Report on Form 10-K for the fiscal year-ended January 1, 2006*.
10x-1	Amendment No. 1 to Schedule of Indemnification Agreements for Directors**, filed as Exhibit 10x-1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 1, 2006*.
10af	Officer Special Severance Agreement**, dated February 1, 2006, by and between Rogers and Dennis M. Loughran, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 6, 2006*.
10ag	Revised Form of Incentive Stock Option Agreement under the 2005 Plan**, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 23, 2006*.
10ag-1	Revised Form of Incentive Stock Option Agreement under the 2005 Plan**, filed herewith.
10ah-1	Revised Form of Non-Qualified Stock Option Agreement (for Officers and Employees, with vesting) under the 2005 Plan**, filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on February 23, 2006*.
10ah-2	Revised Form of Non-Qualified Stock Option Agreement (for Officers and Employees, with vesting) under the 2005 Plan**, filed herewith.
10ai	Revised Form of Restricted Stock Agreement under the 2005 Plan**, filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on February 23, 2006*.
10al-1	Amended Form of Non-Qualified Stock Option Agreement (for Officers and Employees, without vesting) under the 2005 Plan, filed as Exhibit 10a1-1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 1, 2006*.
10al-2	Revised Form of Non-Qualified Stock Option Agreement (for Officers and Employees, without vesting) under the 2005 Plan,** filed herewith.
10am-1	Revised Form of Non-Qualified Stock Option Agreement (for Non-Employee Directors) under the 2005 Plan**, filed herewith.
10ap	Form of Performance-Based Restricted Stock Award Agreement under the 2005 Plan** (filed as Exhibit 10.1 to Rogers’ Current Report on Form 8-K filed on March 22, 2006)*.
10aq	Form of Non-Qualified Stock Option Agreement (without vesting) under the 1988 Plan**, filed herewith.
10ar	Form of Non-Qualified Stock Option Agreement (with vesting) under the 1988 Plan**, filed herewith.
10as	Form of Non-Qualified Stock Option Agreement (with vesting) under the 1988 Plan**, filed herewith.
10at	Form of Non-Qualified Stock Option Agreement (for Officers, Employees, and Other Key Persons, with vesting) under the 1988 Plan**, filed herewith.
10au	Form of Non-Qualified Stock Option Agreement (for Officers, Employees, and Other Key Persons, without vesting) under the 1988 Plan**, filed herewith.
10av	Form of Non-Qualified Stock Option Agreement (without vesting) under the 1990 Plan**, filed herewith.
10aw	Form of Non-Qualified Stock Option Agreement (for Employees, with vesting) under the 1994 Plan**, filed herewith.
10ax	Form of Non-Qualified Stock Option Agreement (for Employees, without vesting) under the 1994 Plan**, filed herewith.

27

10ay	Form of Non-Qualified Stock Option Agreement (for Officers and Employees, with vesting) under the 2005 Plan**, filed herewith.
10az	Form of Incentive Stock Option Agreement (with vesting) under the 2005 Plan**, filed herewith.
23.1	Consent of National Economic Research Associates, Inc., filed herewith.
23.2	Consent of Marsh U.S.A., Inc., filed herewith.
31(a)	Certification of President and Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, filed herewith.
31(b)	Certification of Vice President, Finance and Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, filed herewith.
32(a)	Certification of President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
*	In accordance with Rule 12b-23 and Rule 12b-32 under the Securities Exchange Act of 1934, as amended, reference is made to the documents previously filed with the Securities and Exchange Commission, which documents are hereby incorporated by reference.
**	Management Contract.

Part II, Items 3 and 5 are not applicable and have been omitted.

Signatures

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

	ROGERS CORPORATION (Registrant)
/s/ Dennis M. Loughran		/s/ Paul B. Middleton
Dennis M. Loughran		Paul B. Middleton
Vice President, Finance and Chief Financial Officer Principal Financial Officer		Corporate Controller Principal Accounting Officer

 

Dated: May 12, 2006

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EX-10.M

Exhibit 10m-4

As of March 31, 2006

Rogers Corporation

One Technology Drive

Rogers, Connecticut 06263

Attn:Robert M. Soffer

Re:Multicurrency Revolving Credit Agreement - Fourth Amendment

Dear Mr. Soffer:

Reference is hereby made to that certain Multicurrency Revolving Credit Agreement dated as of December 8, 2000 by and among Rogers Corporation (the “Borrower”), each of the Banks listed on Schedule 1 thereto including Bank of America, N.A., a national banking association, as successor by merger to Fleet National Bank (the “Banks”) and Bank of America, N.A., successor by merger to Fleet National Bank, as Agent (the “Agent”), as amended from time to time (as amended, the "Credit Agreement"). Capitalized terms which are used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement.

The Borrower has requested that the Banks amend Section 7.4(a) of the Credit Agreement, and this letter is to confirm that the Borrower and the Banks have agreed to amend, and such Section is hereby amended and restated in its entirety to read as follows:

“(a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries, as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification (other than a qualification regarding changes in generally accepted accounting principles) by Ernst & Young LLP or by other independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the effect that they have examined the relevant sections of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default under §9 of this Credit Agreement, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default under any of such sections they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default;”

Except as expressly amended by this letter agreement, all terms, conditions and covenants contained in the amended Credit Agreement are hereby ratified and shall be and remain in full force and effect.

This letter agreement shall become effective as of the date first written above.This letter supersedes any and all of our prior communications among the parties hereto, if any, regarding the subject of this letter, except as to prior amendments to the Credit Agreement and except for the March 24, 2006 waiver granted by the Banks to the Borrower relative to the Credit Agreement which shall be and shall remain in full force and effect.

THIS LETTER AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN MASSACHUSETTS.

This letter agreement may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument. Execution of this letter agreement by any of the parties may be evidenced by way of a faxed transmission of such party’s signature and such faxed signature shall be deemed to constitute the original signature of such party to this letter agreement.

[Remainder of page intentionally blank. Next page is signature page.]

2

If the foregoing is in accordance with your understanding, please confirm your agreement to the amendment set forth herein by signing this letter in the space indicated below.

Very Truly Yours,
BANK OF AMERICA, N.A.
Individually and as Agent
BY:	/s/ Matthew E. Hummel
	Name: Matthew E. Hummel
	Title: Senior Vice President
CITIZENS BANK OF CONNECTICUT
BY:
	Name:
	Title:

3

Very Truly Yours,
BANK OF AMERICA, N.A.
Individually and as Agent
BY:
	Name:
	Title:
CITIZENS BANK OF CONNECTICUT
BY:	/s/ Patricia D. Donnelly
	Name: Patricia D. Donnelly
	Title: Vice President

[Signature Page to Fourth Amendment to Rogers Credit Agreement]

4

Accepted and Agreed:
ROGERS CORPORATION
By:	/s/ Robert M. Soffer
	Name: Robert M. Soffer
	Title: Vice President, Treasurer and Secretary
Guarantors:
ROGERS L-K CORP.
By:	/s/ Robert M. Soffer
	Name: Robert M. Soffer
	Title: Vice President, Treasurer and
	Secretary
TL PROPERTIES, INC.
By:	/s/ Robert M. Soffer
	Name: Robert M. Soffer
	Title: Vice President, Treasurer and
	Secretary
ROGERS SPECIALTY MATERIALS
CORPORATION
By:	/s/ Robert M. Soffer
	Name: Robert M. Soffer
	Title: Vice President, Treasurer and
	Secretary
ROGERS JAPAN INC.
By:	/s/ Robert M. Soffer
	Name: Robert M. Soffer
	Title: Vice President, Treasurer and
	Secretary

[Signature Page to Fourth Amendment to Rogers Credit Agreement]

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ROGERS SOUTHEAST ASIA, INC.
By:	/s/ Robert M. Soffer
	Name: Robert M. Soffer
	Title: Vice President, Treasurer and
	Secretary
ROGERS TAIWAN, INC.
By:	/s/ Robert M. Soffer
	Name: Robert M. Soffer
	Title: Vice President, Treasurer and
	Secretary
ROGERS KOREA, INC.
By:	/s/ Robert M. Soffer
	Name: Robert M. Soffer
	Title: Vice President, Treasurer and
	Secretary
ROGERS TECHNOLOGIES
SINGAPORE, INC.
By:	/s/ Robert M. Soffer
	Name: Robert M. Soffer
	Title: Vice President, Treasurer and
	Secretary
ROGERS CIRCUIT MATERIALS
INCORPORATED
By:	/s/ Robert M. Soffer
	Name: Robert M. Soffer
	Title: Vice President, Treasurer and
	Secretary

[Signature Page to Fourth Amendment to Rogers Credit Agreement]

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ROGERS CHINA, INC.
By:	/s/ Robert M. Soffer
	Name: Robert M. Soffer
	Title: Vice President, Treasurer and
	Secretary
ROGERS KF, INC.
By:	/s/ Robert M. Soffer
	Name: Robert M. Soffer
	Title: Vice President, Treasurer and
	Secretary

[Signature Page to Fourth Amendment to Rogers Credit Agreement]

7

EX-10.R

Exhibit 10r-5

AMENDMENT NO. 5 TO SUMMARY OF DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

As of May 12, 2006

Summary of Director and Executive Officer Compensation, amended as of May 9, 2005, August 10, 2005, February 22, 2006 and March 31, 2006, is hereby further amended:

I. DIRECTOR COMPENSATION.

The following table sets forth the rates of compensation for non-employee directors that became effective on April 1, 2006.

Annual Retainer

Audit Committee Chairperson*	$	45,000
Compensation and Organization Committee Chairperson	$	42,500
Lead Director*	$	50,000
Nominating and Governance Committee Chairperson	$	40,000
Finance Committee Chairperson	$	40,000
Safety and Environment Committee Chairperson	$	38,500
Each Other Non-Employee Director	$	35,000

* Robert G. Paul, who is Chairperson of the Audit Committee as well as Lead

Director, on an annualized basis, receives an annual retainer of $60,000 ($35,000 as a Non-Employee Director, an additional $10,000 as Chairperson of the Audit Committee, and an additional $15,000 as Lead Director).

Board Meeting Attendance Fees

Non-Employee Directors $1,500

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 “2005 Plan”), the annual retainer for non-employee directors is paid semi-annually in shares of Rogers Corporation (“Rogers”) capital stock, with the number of shares of stock granted based on their then fair market value (pro-rated to reflect directors joining the Board after the beginning of the year, as in the case of Carol R. Jensen, who joined the Board in February 2006). 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 (also pro-rated, as in the case of Ms. Jensen) 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 2006, 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: Defer receipt of Rogers stock for the annual retainer. Receive meeting fees in Rogers stock, but defer receipt.

William E. Mitchell: Defer receipt of Rogers stock for the annual retainer.

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

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II. EXECUTIVE COMPENSATION.

The following table sets forth the base salaries provided to the current executive officers of Rogers as of the dates shown below.

Executive Officer	Annual Salary 4/1/05			Annual Salary 3/20/06		Annual Salary Effective 5/29/06 (2)
Robert D. Wachob	$	416,338		$	433,004	$	433,004
President and Chief Executive Officer
Dennis M. Loughran
Vice President Finance and Chief Financial Officer		N.A. (1	)	$	260,000	$	260,000
Robert C. Daigle	$	214,006		$	224,718	$	225,524
Vice President, R&D
Chief Technology Officer
John A. Richie	$	190,762		$	198,380	$	201,032
Vice President, Human Resources
Robert M. Soffer	$	181,584		$	188,838	$	193,362
Vice President, Treasurer and Secretary
Paul B. Middleton	$	178,126		$	185,250	$	186,056
Corporate Controller

(1) Mr. Loughran was appointed Vice President Finance and Chief Financial Officer effective February 1, 2006.

(2) Effective May 29, 2006, the annual base salaries of Messrs. Daigle, Richie, Soffer and Middleton will be increased in order to offset a decrease in their automobile and gasoline allowance.

Executive Officers are also eligible to receive a bonus each year under the Rogers Annual Incentive Compensation Plan. The Annual Incentive Compensation Plan has target bonuses of 60% to 75% of base salary for the CEO, and between 25% and 45% for the other executive officers, including the other current executive officers. Actual bonuses may vary from 0% to 300% of the target bonuses depending on performance relative to annual profit improvement objectives. These amounts are determined by the performance of Rogers (Net Income Per Share) and each division (Division Profit) versus the annual objectives. In general, the broader the responsibility of the executive, the larger the portion of his or her award which is based upon corporate, rather than divisional results; the corporate portion is 100% of the consideration for the current executive officers. For 2005, overall corporate performance did not exceed last year’s results, which is the bonus threshold, and, as a result, none of the current executive officers received a bonus. However, Mr. Middleton received a 2005 $20,000 bonus for his work as Acting Chief Financial Officer.

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III. A. EXECUTIVE OFFICER STOCK OPTION GRANTS.

Executive officers of Rogers are eligible to receive stock option grants each year, based on the individual's level in the organization, the same performance criteria used to determine salary adjustments, the number of shares granted in prior years and the total number of shares available for grants. These criteria are not weighted. Options generally have an exercise price equal to at least the fair market value of the Rogers stock as of the date of grant. Regular options generally have a ten-year life and generally vest in one-third increments on the second, third and fourth anniversary dates of the grant. Options granted to these executives in 2005 had a special vesting schedule and selling restriction. All such 2005 options were immediately vested upon grant, but any options exercised during the first four years after the grant date cannot be sold while the individual is still actively employed by Rogers. Termination of employment because of retirement, or for other reasons, may shorten the vesting schedule and expiration date.

Option grants made to current executive officers in 2005 are as shown in the

following table:

Executive Officer	2005 Option Grants (1) (in shares)
Robert D. Wachob		40,000
President and Chief Executive Officer
Dennis M. Loughran		N.A. (2	)
Vice President Finance and
Chief Financial Officer
Robert C. Daigle		17,000
Vice President, R&D
Chief Technology Officer
John A. Richie		17,000
Vice President, Human Resources
Robert M. Soffer		12,000
Vice President, Treasurer and Secretary
Paul B. Middleton		12,000
Corporate Controller

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(1) The exercise price of all options was $34.83 per share.

(2) Mr. Loughran was appointed Vice President Finance and Chief Financial Officer effective February 1, 2006.

On either February 15 or 16, 2006, the Compensation and Organization Committee of the Board of Directors approved grants of stock options for the following executive officers:

Executive Officer	Number of Shares in Non-Qualified Stock Option Grant		Number of Shares in Incentive Stock Option Grant
Robert D. Wachob		33,500		4,000
President and Chief Executive
Officer
Dennis M. Loughran		9,000		6,000
Vice President Finance and
Chief Financial Officer
Robert C. Daigle		2,600		6,000
Vice President, R&D
Chief Technology Officer
John A. Richie		1,900		6,000
Vice President, Human Resources
Robert M. Soffer		0		5,750
Vice President, Treasurer and
Secretary
Paul B. Middleton		0		5,750
Corporate Controller

All of the above non-qualified stock options and incentive stock options to purchase, for up to ten years (unless previously terminated), shares of common stock, were granted at an exercise price of $48.00 per share, except in the case of Mr. Wachob, whose exercise price was $47.98 per share. The options granted to Messrs. Loughran, Daigle, Middleton, Richie and Soffer vest in one-third increments on the second, third and fourth anniversary of the grant date, February 15, 2006. The options granted to Mr. Wachob vest as follows: (i) the incentive stock option vests as to 2,000 shares on February 16, 2009 and 2,000 shares on February 16, 2010; and (ii) the non-qualified stock option vests as to 12,500 shares on February 16, 2008, 10,500 shares on February 16, 2009, and 10,500 shares on February 16, 2010. Collectively, Mr. Wachob's incentive stock options and non-qualified stock options vest in one-third increments.

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III. B. EXECUTIVE OFFICER RESTRICTED STOCK GRANTS.

As of April 28, 2005, executive officers became eligible to receive various types of equity awards including, but not limited to, restricted stock grants.

On February 15, 2006, Dennis M. Loughran, Rogers’ Vice President Finance and Chief Financial Officer, was awarded 2,500 shares of restricted Common Stock, at a purchase price of $0 and which vest completely on the third anniversary date of the grant.

On March 16, 2006, the Compensation and Organization Committee (the “Committee”) of the Board of Directors approved awards of restricted stock to certain executive officers (the "2006 Awards"). The 2006 Awards are subject to the achievement of a pre-established performance goal relating to the cumulative annual growth in earnings per share of Rogers capital stock during fiscal years 2006, 2007 and 2008 as set by the Committee. No shares of restricted stock will be issued unless and until such performance goal is met. The 2006 Awards will vest pursuant to the performance goal established for the 2006 Awards.

The 2006 Awards were granted to the following executive officers:

Executive Officer	Target Number of Shares
Robert D. Wachob		7,000
President and Chief Executive Officer
Robert C. Daigle		1,600
Vice President, R&D
Chief Technology Officer
John A. Richie		1,450
Vice President, Human Resources
Robert M. Soffer		1,050
Vice President, Treasurer and
Secretary
Paul B. Middleton		1,050
Corporate Controller

The exact number of shares of restricted stock that will be issued to each of the executive officers listed above will depend upon where the actual performance achieved during fiscal years 2006, 2007 and 2008 falls on a performance scale set by the Committee, which ranges from 0% to 200% of the target number of shares specified above.

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IV. RETIREMENT PLANS.

Rogers also maintains the Rogers Corporation Defined Benefit Pension Plan (the "Pension Plan"), for which the current executive officers are eligible. The Pension Plan Table below reflects estimated annual benefits payable at age 65, the normal retirement age, at various compensation levels and years of service pursuant to Rogers' non-contributory defined benefit pension plans for domestic salaried employees.

Annual Pension Benefits (1) (2)

	Final Average	Years of Service
	Earnings (3)	5 years		10 years		15 years		20 years		25 years		30 years
$	125,000	$	9,980	$	19,950	$	29,930	$	39,910	$	49,880	$	59,860
	150,000		12,160		24,330		36,490		48,660		60,820		72,980
	175,000		14,350		28,700		43,050		57,410		71,760		86,110
	200,000		16,540		33,080		49,620		66,160		82,700		99,230
	225,000		18,730		37,450		56,180		74,910		93,630		112,360
	250,000		20,910		41,830		62,740		83,660		104,570		125,480
	275,000		23,100		46,200		69,300		92,410		115,510		138,610
	300,000		25,290		50,580		75,870		101,160		126,450		151,730
	325,000		27,480		54,950		82,430		109,910		137,380		164,860
	350,000		29,660		59,330		88,990		118,660		148,320		177,980
	375,000		31,850		63,700		95,550		127,410		159,260		191,110
	400,000		34,040		68,080		102,120		136,160		170,200		204,230
	425,000		36,230		72,450		108,680		144,910		181,130		217,360
	450,000		38,410		76,830		115,240		153,660		192,070		230,480
	475,000		40,600		81,200		121,800		162,410		203,010		243,610
	500,000		42,790		85,580		128,370		171,160		213,950		256,730

(1)	Benefits are calculated on a single life annuity basis.
(2)	Federal law limits the amount of benefits payable under tax-qualified plans, such as the Rogers Corporation Defined Benefit Pension Plan. Rogers has adopted a non-qualified retirement plan (the “Pension Restoration Plan”) for: (i) the payment of amounts to all plan participants who may be affected by such federal benefit limitations and other plan provisions; and (ii) the payment of supplemental amounts to certain senior executives specified by the Compensation and Organization Committee of the Board of Directors. In general, the total pension benefit due an individual will be actuarially equivalent to the amount calculated under Rogers’ qualified pension plan as if such federal benefit limitations did not exist, as if covered compensation included amounts deferred under a deferral plan, and for certain senior executives specified by the Compensation and Organization Committee of the Board of Directors, as if covered compensation included bonuses paid on or after January 1, 2004, as described in footnote 3 below. Accordingly, the benefits shown have not been reduced by such limitations or provisions.
(3)	Final average earnings is the average of the highest consecutive five of the last ten years’ annual earnings as of June 1 of each year. Covered compensation includes only salary, whether or not deferred under a deferral plan, and for certain senior executives over age 55 that have been specified by the Compensation and Organization Committee of the Board of Directors, including Messrs. Wachob, Richie, and Soffer, covered compensation under the Pension Restoration Plan also includes bonuses paid on or after January 1, 2004, and will include bonuses paid before January 1, 2004 in the event of their death, disability, or termination of employment that results in the payment of severance. If there is a change in control of Rogers, covered compensation under the Pension Restoration Plan for these senior executives and for certain additional senior executives that have been specified by the Compensation and Organization Committee of the Board of Directors will also include bonuses paid before January 1, 2004. If there is a change in control of Rogers, the Pension Restoration Plan provides that benefits payable under such plan shall be reduced to an amount so that such benefits would not constitute so-called “excess parachute payments” under applicable provisions of the Internal Revenue Code of 1986. As of January 1, 2006, the five-year average earnings for Messrs. Wachob, Daigle, Richie and Soffer, and their estimated years of credited service are: Mr. Wachob, $341,271 and 23 years; Mr. Daigle, $186,857 and 18 years; Mr. Richie, $173,768 and 28 years and Mr. Soffer, $166,728 and 27 years. As of January 1, 2006, in the case of Mr. Middleton, earnings for calculating his pension would currently be based on average earnings of $164,652 and four years of service.

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V. TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS.

Rogers’ severance policy for regular, full-time salaried employees provides, in general, for continuation of salary payments, health insurance and certain other benefits for employees whose employment has been involuntarily terminated. The number of weeks of salary and benefits continuance is based on length of service. The policy may be amended, modified or terminated at any time by Rogers, except in the case of the executive officers of Rogers as of November 1991. Such officers may elect the benefits of either the policy in effect in November 1991, or the severance policy, if any, which may be in existence at the time each such individual’s employment terminates. The right of executive officers to make such an election may be cancelled by Rogers or the executive on three years written notice. Messrs. Wachob and Soffer would be entitled to 78 weeks of salary and benefit continuance upon termination of employment covered by the policy in effect in November 1991.

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The board of directors determined that it would be in the best interests of Rogers to ensure that the possibility of a change in control of Rogers would not interfere with the continuing dedication of Rogers executive officers to their duties to Rogers and its shareholders. Toward that purpose, Rogers has agreements with its Chief Executive Officer and its other four most highly compensated executive officers as of January 1, 2006 as well as with the other executive officer of Rogers which provide certain severance benefits to them in the event of a termination of their employment during a 36 month period following a change in control, as defined in the agreements. The initial term of each agreement is three years and the term is automatically extended for additional one-year periods each anniversary date of the agreements, unless either party objects to such extension. If within a 36 month period following a change in control, an executive’s employment is terminated by Rogers without cause, as defined in the agreements, or if such executive resigns in certain specified circumstances, then the executive is generally entitled to the following severance benefits: (i) twice his annual base salary plus bonus; (ii) two years of additional pension benefits; and (iii) the continuation of health and life insurance plans and certain other benefits for up to two years. The agreements provide that severance and other benefits be reduced to an amount so that such benefits would not constitute so-called “excess parachute payments” under applicable provisions of the Internal Revenue Code of 1986.

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EX-10.AG

Page of 1 of 5

Exhibit 10ag-1

ROGERS CORPORATION

2005 EQUITY COMPENSATION PLAN

INCENTIVE STOCK OPTION AGREEMENT

Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the "Plan"), Rogers Corporation (the "Company") hereby grants to ______________ (the "Optionee"), an incentive stock option (the "Stock Option") to purchase a maximum of _______ shares of capital stock of the Company (the "Capital Stock") at the price of $ _______ per share, subject to the terms of this Agreement.  The Stock Option is granted as of _______________ (the "Grant Date").

1.Timing of Exercise. Subject to Section 2 below, this Stock Option shall become exercisable as follows: ________________________________________; except that upon the occurrence of a Sale Event (as defined in the Plan) or for the reasons stated in Sections 2(a) or 2(b) below, this Stock Option shall become fully exercisable. This Stock Option shall remain exercisable until it expires on the tenth anniversary of the Grant Date, unless the Stock Option is sooner terminated as provided herein.

2.Termination of Stock Option. If the Optionee’s employment by the Company and its Subsidiaries terminates for any reason, other than death, Disability, or Retirement (as defined in the Plan and described below), the Stock Option may thereafter be exercised, to the extent it was exercisable on the date of termination of employment, for a period of three months from the date of termination of employment or the tenth anniversary of the Grant Date, if earlier.

(a)Termination by Reason of Death. If the Optionee’s employment by the Company and its Subsidiaries terminates by reason of death, the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised by the Optionee’s beneficiary for a period of five years from the date of death or until the tenth anniversary of the Grant Date, if earlier.

(b)Termination by Reason of Disability or Retirement. If the Optionee’s employment by the Company and its Subsidiaries terminates by reason of Disability (as defined in the Plan), the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised for a period of five years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier. If the Optionee’s employment by the Company and its Subsidiaries terminates by reason of Retirement (as defined in the Plan), the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised for a period of five years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier.

Page of 1 of 5

3.Manner of Exercise. This Stock Option may be exercised in whole or in part by giving written or electronic notice of exercise to the Company or the Company’s designee designated to accept such notices specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods:

(a)In cash, by check, or by other instrument acceptable to the Company;

(b)In Capital Stock (either actually or by attestation) valued at its Fair Market Value (as defined in the Plan) as of the date of exercise; or

(c)By a combination of (a) and (b).

The Optionee may also deliver to the Company or the Company’s designee a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash, a check or other instrument acceptable to the Company to pay the purchase price; provided that the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment. Payment instructions will be received subject to collection.

Ownership of shares of Capital Stock to be purchased pursuant to the exercise of the Stock Option will be contingent upon receipt by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Plan, this Agreement and applicable provisions of law. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Capital Stock through the attestation method, only the net amount of shares shall be issued.

4.Stock Option Not Transferable. This Stock Option is not transferable otherwise than by will or by the laws of descent and distribution, and this Stock Option shall be exercisable during the Optionee’s lifetime only by the Optionee.

5.Stock Option Shares. The shares to be issued under the Plan are shares of the Capital Stock of the Company as constituted as of the date of this Agreement, subject to adjustment as provided in Section 3(b) of the Plan.

6.Sale Event. The occurrence of a Sale Event (as defined in the Plan) shall cause this Stock Option to terminate, to the extent not then exercised, unless any surviving entity agrees to assume this Stock Option.

7.Rights as a Shareholder. The Optionee shall have the rights of a shareholder only as to shares of Capital Stock acquired upon exercise of the Stock Option and not as to any shares of Capital Stock covered by unexercised Stock Options. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such shares are acquired.

Page of 3 of 5

8.Tax Withholding. The Optionee hereby agrees that the exercise of this Stock Option or any installment thereof will not be effective, and no shares will become transferable to the Optionee, until the Optionee makes appropriate arrangements with the Company for such income and employment tax withholding as may be required of the Company under applicable United States federal, state or local law on account of such exercise. The Optionee may satisfy the obligation(s), in whole or in part, by electing (i) to make a payment to the Company in cash, by check or by other instrument acceptable to the Company, (ii) subject to the general or specific approval of the Compensation and Organization Committee of the Board of Directors of the Company (the "Committee"), to deliver to the Company a number of already-owned shares of Capital Stock having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share), or (iii) by any combination of (i) and (ii) and/or the procedures described in the following sentence. The Committee may also permit, in its sole discretion and in accordance with such procedures as it deems appropriate, the Optionee to have the Company withhold a number of shares which would otherwise be issued pursuant to this Stock Option having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share). The value of shares to be withheld or delivered (if permitted by the Committee) shall be based on the Fair Market Value of a share of Capital Stock as of the date the amount of tax to be withheld is to be determined.

9.Tax Status. The Stock Option is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, but the Company does not represent or warrant that the Stock Option qualifies as such. The Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be made of any shares of Capital Stock acquired upon the exercise of the Stock Option within the one-year period beginning on the day after the day of the transfer of such shares to him or her, nor within the two-year period beginning on the day after the Grant Date. The Optionee further understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, the Stock Option must be exercised within (a) three months of the date of termination of employment in the case of termination by reason other than the Optionee’s death or Disability, or (b) one year from the date of termination of employment in the case of termination by reason of Disability.

If the Optionee intends to dispose or does dispose (whether by the sale, gift, transfer or otherwise) of any such shares within said periods, he or she will notify the Company or the Company’s designee within 30 days after such disposition. In addition, Stock Options granted under the Plan (and any other plan maintained by the Company or any subsidiary or parent corporation) representing no more than $100,000 of the aggregate Fair Market Value of shares of Capital Stock (determined as of the time of grant) may become exercisable for the first time by the Optionee during any calendar year and be treated as incentive stock options under Section 422 of the Code.

In the event that the Stock Option, or any portion thereof, shall for any reason fail to qualify as an incentive stock option under Section 422 of the Code, it shall thereafter be treated, to the extent of such failure, as a non-qualified stock option granted under the Plan.

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10.The Plan. The Stock Option is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

11.No Obligation to Exercise Stock Option. The grant and acceptance of the Stock Option imposes no obligation on the Optionee to exercise it.

12.No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment.

13.Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

14.Purchase Only for Investment. To insure the Company’s compliance with the Securities Act of 1933, as amended, the Optionee agrees for himself or herself, the Optionee’s legal representatives and estate, or other persons who acquire the right to exercise the Stock Option upon his or her death, that shares will be purchased in the exercise of the Stock Option for investment purposes only and not with a view to their distribution, as that term is used in the Securities Act of 1933, as amended, unless in the opinion of counsel to the Company such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act.

15.Governing Law. This Agreement and the Stock Option shall be governed by the laws of the Commonwealth of Massachusetts, United States of America.

16.Beneficiary Designation. The Optionee may designate beneficiary(ies) to whom shall be transferred any rights under the Stock Option which survive the Optionee’s death.

To obtain the beneficiary designation form, please go to the "Options and Equity Awards" section of the Schwab Equity Award Center website (http://equityawardcenter.schwab.com/) after completing the login procedure and click on the "Review message" from your "employer" and then click on the "Equity Awards Beneficiary Designation Form". Alternatively, you may request this beneficiary designation form by sending an e-mail to equityawardsadmin@rogerscorporation.com or calling the Office of the Corporate Secretary of Rogers Corporation at 800-227-6437 ext. 5566.

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In the absence of an effective beneficiary designation, the Optionee acknowledges that any rights under the Stock Option which survive the Optionee’s death shall be rights of his or her estate.

By: Rogers Corporation

By clicking Accept below I hereby acknowledge receipt of the foregoing Stock Option and agree to its terms and conditions:

EX-10.AH

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Exhibit 10ah-2

ROGERS CORPORATION

2005 EQUITY COMPENSATION PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

(For Officers and Employees)

Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the "Plan"), Rogers Corporation (the "Company") hereby grants to ___________________ (the "Optionee"), a non-qualified stock option (the "Stock Option") to purchase a maximum of ________ shares of capital stock of the Company (the "Capital Stock") at the price of $ ______ per share, subject to the terms of this Agreement.  The Stock

Option is granted as of ___________________ (the "Grant Date").

1.Timing of Exercise. Subject to Section 2 below, this Stock Option shall become exercisable as follows: _____________________________; except that upon the occurrence of a Sale Event (as defined in the Plan) or for the reasons stated in Sections 2(a) or 2(b) below, this Stock Option shall become fully exercisable. This Stock Option shall remain exercisable until it expires on the tenth anniversary of the Grant Date, unless the Stock Option is sooner terminated as provided herein.

2.Termination of Stock Option. If the Optionee’s employment by the Company and its Subsidiaries terminates for any reason, other than death, Disability, or Retirement (as defined in the Plan and described below), the Stock Option may thereafter be exercised, to the extent it was exercisable on the date of termination of employment, for a period of three months from the date of termination of employment or the tenth anniversary of the Grant Date, if earlier.

(a)Termination by Reason of Death. If the Optionee’s employment by the Company and its Subsidiaries terminates by reason of death, the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised by the Optionee’s beneficiary for a period of five years from the date of death or until the tenth anniversary of the Grant Date, if earlier.

(b)Termination by Reason of Disability or Retirement. If the Optionee’s employment by the Company and its Subsidiaries terminates by reason of Disability (as defined in the Plan), the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised for a period of five years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier. If the Optionee’s employment by the Company and its Subsidiaries terminates by reason of Retirement (as defined in the Plan), the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised for a period of five years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier.

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3.Manner of Exercise. This Stock Option may be exercised in whole or in part by giving written or electronic notice of exercise to the Company or the Company’s designee designated to accept such notices specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods:

(a)In cash, by check, or by other instrument acceptable to the Company;

(b)In Capital Stock (either actually or by attestation) valued at its Fair Market Value (as defined in the Plan) as of the date of exercise; or

(c)By a combination of (a) and (b).

The Optionee may also deliver to the Company or the Company’s designee a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash, a check or other instrument acceptable to the Company to pay the purchase price; provided that the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment. Payment instructions will be received subject to collection.

Ownership of shares of Capital Stock to be purchased pursuant to the exercise of the Stock Option will be contingent upon receipt by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Plan, this Agreement and applicable provisions of law. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Capital Stock through the attestation method, only the net amount of shares shall be issued.

4.Stock Option Transferable in Limited Circumstances. This Stock Option may be transferred to a family member, trust or charitable organization to the extent permitted by applicable law; provided that the transferee agrees in writing with the Company to be bound by the terms of this Agreement and the Plan. Except as permitted in the preceding sentence, the Stock Option is not transferable otherwise than by will or by the laws of descent and distribution, and this Stock Option shall be exercisable during the Optionee’s lifetime only by the Optionee.

5.Stock Option Shares. The shares to be issued under the Plan are shares of the Capital Stock of the Company as constituted as of the date of this Agreement, subject to adjustment as provided in Section 3(b) of the Plan.

6.Sale Event. The occurrence of a Sale Event (as defined in the Plan) shall cause this Stock Option to terminate, to the extent not then exercised, unless any surviving entity agrees to assume this Stock Option.

7.Rights as a Shareholder. The Optionee shall have the rights of a shareholder only as to shares of Capital Stock acquired upon exercise of the Stock Option and not as to any shares of Capital Stock covered by unexercised Stock Options. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such shares are acquired.

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8.Tax Withholding. The Optionee hereby agrees that the exercise of this Stock Option or any installment thereof will not be effective, and no shares will become transferable to the Optionee, until the Optionee makes appropriate arrangements with the Company for such income and employment tax withholding as may be required of the Company under applicable United States federal, state or local law on account of such exercise. The Optionee may satisfy the obligation(s), in whole or in part, by electing (i) to make a payment to the Company in cash, by check or by other instrument acceptable to the Company, (ii) subject to the general or specific approval of the Compensation and Organization Committee of the Board of Directors of the Company (the "Committee"), to deliver to the Company a number of already-owned shares of Capital Stock having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share), or (iii) by any combination of (i) and (ii) and/or the procedures described in the following sentence. The Committee may also permit, in its sole discretion and in accordance with such procedures as it deems appropriate, the Optionee to have the Company withhold a number of shares which would otherwise be issued pursuant to this Stock Option having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share). The value of shares to be withheld or delivered (if permitted by the Committee) shall be based on the Fair Market Value of a share of Capital Stock as of the date the amount of tax to be withheld is to be determined.

9.Tax Status. The Stock Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

10.The Plan. The Stock Option is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

11.No Obligation to Exercise Stock Option. The grant and acceptance of the Stock Option imposes no obligation on the Optionee to exercise it.

12.No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment.

13.Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

14.Purchase Only for Investment. To insure the Company’s compliance with the Securities Act of 1933, as amended, the Optionee agrees for himself or herself, the Optionee’s legal representatives and estate, or other persons who acquire the right to exercise the Stock Option upon his or her death, that shares will be purchased in the exercise of the Stock Option for investment purposes only and not with a view to their distribution, as that term is used in the Securities Act of 1933, as amended, unless in the opinion of counsel to the Company such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act.

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15.Governing Law. This Agreement and the Stock Option shall be governed by the laws of the Commonwealth of Massachusetts, United States of America.

16.Beneficiary Designation. The Optionee may designate beneficiary(ies) to whom shall be transferred any rights under the Stock Option which survive the Optionee’s death.

To obtain the beneficiary designation form, please go to the "Options and Equity Awards" section of the Schwab Equity Award Center website (http://equityawardcenter.schwab.com/) after completing the login procedure and click on the "Review message" from your "employer" and then click on the "Equity Awards Beneficiary Designation Form". Alternatively, you may request this beneficiary designation form by sending an e-mail to equityawardsadmin@rogerscorporation.com or calling the Office of the Corporate Secretary of Rogers Corporation at 800-227-6437 ext. 5566.

In the absence of an effective beneficiary designation, the Optionee acknowledges that any rights under the Stock Option which survive the Optionee’s death shall be rights of his or her estate.

By: Rogers Corporation

By clicking Accept below I hereby acknowledge receipt of the foregoing Stock Option and agree to its terms and conditions:

EX-10.AL

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Exhibit 10al-2

ROGERS CORPORATION

2005 EQUITY COMPENSATION PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

(For Officers and Employees)

          Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the "Plan"), Rogers Corporation (the "Company") hereby grants to _____________________ (the "Optionee"), a non-qualified stock option (the "Stock Option") to purchase a maximum of _______ shares of capital stock of the Company (the "Capital Stock") at the price of $________ per share, subject to the terms of this Agreement. The Stock Option is granted as of ______________________ (the "Grant Date").

          1.          Timing of Exercise. This Stock Option shall be immediately exercisable in full as of the Grant Date. This Stock Option shall remain exercisable until it expires on the tenth anniversary of the Grant Date, unless the Stock Option is sooner terminated as provided herein.

          2.          Sale of Issued Shares. In the event that the Optionee exercises the Stock Option prior to the fourth anniversary of the Grant Date, except as provided in Section 5 below, the shares of Capital Stock acquired upon such exercise (the "Issued Shares") may not be sold, assigned, transferred (including any transfer to the Company in payment of the option price or withholding taxes of any stock option), pledged, given away or in any other manner disposed of or encumbered, by the Optionee until the earliest to occur of: (a) the termination of the Optionee's employment with the Company and its Subsidiaries by reason of Retirement (as defined in the Plan); (b) the termination of the Optionee's employment with the Company and its Subsidiaries by reason of death; (c) the termination of the Optionee's employment with the Company and its Subsidiaries by reason of Disability (as defined in the Plan); (d) the involuntary termination of the Optionee's employment with the Company and its Subsidiaries by the Company and/or its Subsidiaries for any reason; (e) a Sale Event Determination Date (as defined in Section 7 below); and (f) the fourth anniversary of the Grant Date (the earliest of such dates or events, the "Restriction Termination Date"). In order to effectuate the foregoing, upon the exercise of the Stock Option prior to the Restriction Termination Date and until the Restriction Termination Date, the Issued Shares shall, at the discretion of the Company, either be retained by the Company and/or shall bear a legend describing the restrictions on the sale of the Issued Shares as described herein.

          3.          Termination of Stock Option. If the Optionee's employment by the Company and its Subsidiaries terminates for any reason, other than death, Disability, or Retirement (as defined in the Plan and described below), the Stock Option may thereafter be exercised for a period of three months from the date of termination of employment or the tenth anniversary of the Grant Date, if earlier.

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          (a)          Termination by Reason of Death. If the Optionee's employment by the Company and its Subsidiaries terminates by reason of death, the Stock Option may thereafter be exercised by the Optionee's beneficiary for a period of five years from the date of death or until the tenth anniversary of the Grant Date, if earlier.

          (b)          Termination by Reason of Disability or Retirement. If the Optionee's employment by the Company and its Subsidiaries terminates by reason of Disability (as defined in the Plan), the Stock Option may thereafter be exercised for a period of five years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier. If the Optionee's employment by the Company and its Subsidiaries terminates by reason of Retirement (as defined in the Plan), the Stock Option may thereafter be exercised for a period of five years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier.

          4.          Manner of Exercise. This Stock Option may be exercised in whole or in part by giving written or electronic notice of exercise to the Company or the Company's designee designated to accept such notices specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods:

          (a)          In cash, by check, or by other instrument acceptable to the Company;

          (b)          In Capital Stock (either actually or by attestation) valued at its Fair Market Value (as defined in the Plan) as of the date of exercise; or

          (b)          By a combination of (a) and (b).

          The Optionee may also deliver to the Company or the Company's designee a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash, a check or other instrument acceptable to the Company to pay the purchase price; provided that the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment. Payment instructions will be received subject to collection.

          Ownership of shares of Capital Stock to be purchased pursuant to the exercise of the Stock Option will be contingent upon receipt by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Plan, this Agreement and applicable provisions of law. In the event the Optionee chooses to pay the purchase price by previously owned shares of Capital Stock through the attestation method, only the net amount of shares shall be issued.

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          5.          Stock Option Transferable in Limited Circumstances. This Stock Option, and, prior to the Restriction Termination Date, the Issued Shares, may be transferred to a family member, trust or charitable organization to the extent permitted by applicable law; provided that the transferee agrees in writing with the Company to be bound by the terms of this Agreement and the Plan. Except as permitted in the preceding sentence, the Stock Option, and, prior to the Restriction Termination Date, the Issued Shares, are not transferable otherwise than by will or by the laws of descent and distribution, and this Stock Option shall be exercisable during the Optionee's lifetime only by the Optionee.

          6.          Stock Option Shares. The shares to be issued under the Plan are shares of the Capital Stock of the Company as constituted as of the date of this Agreement, subject to adjustment as provided in Section 3(b) of the Plan.

          7.          Sale Event. Upon a determination by the Company that an event has occurred that will or is likely to result in a Sale Event (as defined in the Plan), the restrictions on the sale of the Issued Shares described in Section 2 above shall cease immediately (or as of the date which is 180 days preceding such Sale Event, if later than such determination) (such date, the "Sale Event Determination Date"). The occurrence of a Sale Event shall cause this Stock Option to terminate, to the extent not then exercised, unless any surviving entity agrees to assume this Stock Option.

          8.          Rights as a Shareholder. The Optionee shall have the rights of a shareholder only as to shares of Capital Stock acquired upon exercise of the Stock Option and not as to any shares of Capital Stock covered by unexercised Stock Options. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such shares are acquired.

          9.          Tax Withholding. The Optionee hereby agrees that the exercise of this Stock Option or any installment thereof will not be effective, and no shares will become transferable to the Optionee, until the Optionee makes appropriate arrangements with the Company for such income and employment tax withholding as may be required of the Company under applicable United States federal, state or local law on account of such exercise. The Optionee may satisfy the obligation(s), in whole or in part, by electing (i) to make a payment to the Company in cash, by check or by other instrument acceptable to the Company, (ii) subject to the general or specific approval of the Compensation and Organization Committee of the Board of Directors of the Company (the "Committee"), to deliver to the Company a number of already-owned shares of Capital Stock having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share), or (iii) by any combination of (i) and (ii) and/or the procedures described in the following sentence. The Committee may also permit, in its sole discretion and in accordance with such procedures as it deems appropriate, the Optionee to have the Company withhold a number of shares which would otherwise be issued pursuant to this Stock Option having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share). The value of shares to be withheld or delivered (if permitted by the Committee) shall be based on the Fair Market Value of a share of Capital Stock as of the date the amount of tax to be withheld is to be determined.

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          10.          Tax Status. The Stock Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

          11.          The Plan. The Stock Option is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

          12.          No Obligation to Exercise Stock Option. The grant and acceptance of the Stock Option imposes no obligation on the Optionee to exercise it.

          13.          No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment.

          14.          Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

          15.          Purchase Only for Investment. To insure the Company's compliance with the Securities Act of 1933, as amended, the Optionee agrees for himself or herself, the Optionee's legal representatives and estate, or other persons who acquire the right to exercise the Stock Option upon his or her death, that shares will be purchased in the exercise of the Stock Option for investment purposes only and not with a view to their distribution, as that term is used in the Securities Act of 1933, as amended, unless in the opinion of counsel to the Company such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act.

          16.          Governing Law. This Agreement and the Stock Option shall be governed by the laws of the Commonwealth of Massachusetts, United States of America.

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          17.           Beneficiary Designation. The Optionee may designate beneficiary(ies) to whom shall be transferred any rights under the Stock Option which survive the Optionee’s death. To obtain the beneficiary designation form, please go to the "Options and Equity Awards" section of the Schwab Equity Award Center website (http://equityawardcenter.schwab.com/) after completing the login procedure and click on the "Review message" from your "employer" and then click on the "Equity Awards Beneficiary Designation Form". Alternatively, you may request this beneficiary designation form by sending an e-mail to equityawardsadmin@rogerscorporation.com or calling the Office of the Corporate Secretary of Rogers Corporation at 800-227-6437 ext. 5566.

In the absence of an effective beneficiary designation, the Optionee acknowledges that any rights under the Stock Option which survive the Optionee’s death shall be rights of his or her estate.

By: Rogers Corporation

By clicking Accept below I hereby acknowledge receipt of the foregoing Stock Option and agree to its terms and conditions:

EX-10.AM

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Exhibit 10am-1

ROGERS CORPORATION

2005 EQUITY COMPENSATION PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

(For Non-Employee Directors)

Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the "Plan"), Rogers Corporation (the "Company") hereby grants to   ______________ (the "Optionee"), a non-qualified stock option (the "Stock Option") to purchase a maximum of  __________ shares of capital stock of the Company (the "Capital Stock") at the price of $ _______________ per share, subject to the terms of this Agreement.  The Stock Option is granted as of   ________________ (the "Grant Date").

1.                  Timing of Exercise.  This Stock Option shall be fully exercisable upon the Grant Date.  This Stock Option shall remain exercisable until it expires on the tenth anniversary of the Grant Date, regardless of whether the Optionee continues to be a director of the Company, unless the Stock Option is sooner terminated as provided in Section 5 below.  In the event of the Optionee’s death, this Stock Option may thereafter be exercised by the Optionee’s beneficiary pursuant to the terms of this Agreement.

2.                  Manner of Exercise.  This Stock Option may be exercised in whole or in part by giving written or electronic notice of exercise to the Company or the Company’s designee designated to accept such notices specifying the number of shares to be purchased.  Payment of the purchase price may be made by one or more of the following methods:

(a)                In cash, by check, or by other instrument acceptable to the Company;

(b)               In Capital Stock (either actually or by attestation) valued at its Fair Market Value (as defined in the Plan) as of the date of exercise; or

(c)                By a combination of (a) and (b).

The Optionee may also deliver to the Company or the Company’s designee a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash, a check or other instrument acceptable to the Company to pay the purchase price; provided that the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment.  Payment instructions will be received subject to collection.

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Ownership of shares of Capital Stock to be purchased pursuant to the exercise of the Stock Option will be contingent upon receipt by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Plan, this Agreement and applicable provisions of law.  In the event the Optionee chooses to pay the purchase price by previously-owned shares of Capital Stock through the attestation method, only the net amount of shares shall be issued.

3.                  Stock Option Transferable in Limited Circumstances.  This Stock Option may be transferred to a family member, trust or charitable organization to the extent permitted by applicable law; provided that the transferee agrees in writing with the Company to be bound by the terms of this Agreement and the Plan.  Except as permitted in the preceding sentence, the Stock Option is not transferable otherwise than by will or by the laws of descent and distribution, and this Stock Option shall be exercisable during the Optionee’s lifetime only by the Optionee.

4.                  Stock Option Shares.  The shares to be issued under the Plan are shares of the Capital Stock of the Company as constituted as of the date of this Agreement, subject to adjustment as provided in Section 3(b) of the Plan.

5.                  Sale Event.  The occurrence of a Sale Event (as defined in the Plan) shall cause this Stock Option to terminate, to the extent not then exercised, unless any surviving entity agrees to assume this Stock Option.

6.                  Rights as a Shareholder.  The Optionee shall have the rights of a shareholder only as to shares of Capital Stock acquired upon exercise of the Stock Option and not as to any shares of Capital Stock covered by unexercised Stock Options.  Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such shares are acquired.

7.                  Tax Status.  The Stock Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

8.                  The Plan.  The Stock Option is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan.  In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control.  Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

9.                  No Obligation to Exercise Stock Option.  The grant and acceptance of the Stock Option imposes no obligation on the Optionee to exercise it.

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10.              Notices.  Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

11.              Purchase Only for Investment.  To insure the Company’s compliance with the Securities Act of 1933, as amended, the Optionee agrees for himself or herself, the Optionee’s legal representatives and estate, or other persons who acquire the right to exercise the Stock Option upon his or her death, that shares will be purchased in the exercise of the Stock Option for investment purposes only and not with a view to their distribution, as that term is used in the Securities Act of 1933, as amended, unless in the opinion of counsel to the Company such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act.

12.              Governing Law.  This Agreement and the Stock Option shall be governed by the laws of the Commonwealth of Massachusetts, United States of America.

13.              Beneficiary Designation.  The Optionee may designate beneficiary(ies) to whom shall be transferred any rights under the Stock Option which survive the Optionee’s death.  To obtain the beneficiary designation form, please go to the "Options and Equity Awards" section of the website ( http://equityawardcenter.schwab.com) and click on the "Review message" from your "employer" and then click on the "Equity Awards Beneficiary Designation Form".  Alternatively, you may request this beneficiary designation form by sending an e-mail to equityawardsadmin@rogerscorporation.com or calling the Office of the Corporate Secretary of Rogers Corporation at 800-227-6437 ext. 5566.

In the absence of an effective beneficiary designation, the Optionee acknowledges that any rights under the Stock Option which survive the Optionee’s death shall be rights of his or her estate.

By:  Rogers Corporation

By clicking Accept below I hereby acknowledge receipt of the foregoing Stock Option and agree to its terms and conditions:

EX-23.1

Exhibit 23.1

CONSENT OF NATIONAL ECONOMIC RESEARCH ASSOCIATES, INC.

We hereby consent to the references to our firm with respect to the economic analysis we performed regarding Rogers Corporation’s projected liability for its asbestos-related liabilities and defense costs contained in the Form 10-Q for the fiscal quarter ended April 2, 2006 of Rogers Corporation and any amendments thereto, and to all references to us as having conducted such analysis. In giving the foregoing consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of such Form 10-Q within the meaning of the term “experts” as used in the Securities Act or the rules and regulations promulgated thereunder.

National Economic Research Associates, Inc.
By:	/s/ Denise Martin
	Name: Denise Martin
	Title: Senior Vice President

New York, New York

May 10, 2006

EX-23.2

Exhibit 23.2

CONSENT OF MARSH USA, INC.

We hereby consent to the references to our firm with respect to the analysis we performed regarding Rogers Corporation’s insurance coverage for its asbestos-related liabilities and defense costs contained in the Form 10-Q for the fiscal quarter ended April 2, 2006 of Rogers Corporation and any amendments thereto, and to all references to us as having conducted such analysis. In giving the foregoing consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of such Form 10-Q within the meaning of the term “experts” as used in the Securities Act or the rules and regulations promulgated thereunder.

MARSH USA, INC.
By:	/s/ John H. Denton
	Name: John H. Denton
	Title: Senior Vice President

New York, New York

May 10, 2006

EX-31

Exhibit 31(a)

ROGERS CORPORATION

CERTIFICATIONS PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Robert D. Wachob, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Rogers Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in the report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: May 12, 2006

/s/ Robert D. Wachob

Robert D. Wachob

President and Chief Executive Officer

EX-31.2

Exhibit 31(b)

ROGERS CORPORATION

CERTIFICATIONS PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Dennis M. Loughran, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Rogers Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in the report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: May 12, 2006

/s/ Dennis M. Loughran

Dennis M. Loughran

Vice President, Finance and Chief Financial Officer

EX-32

Exhibit 32

SECTION 1350 CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(Subsection (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Rogers Corporation, a Massachusetts corporation (the “Corporation”), does hereby certify that:

The Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2006 (the “Form 10-Q”) of the Corporation fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/ Robert D. Wachob

Robert D. Wachob

President and Chief Executive Officer

May 12, 2006

/s/ Dennis M. Loughran

Dennis M. Loughran

Vice President, Finance and Chief Financial Officer

May 12, 2006

A signed original of this written statement required by Section 906 has been provided to Rogers Corporation and will be retained by Rogers Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-10.AQ

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Exhibit 10aq

NON-QUALIFIED STOCK OPTION AGREEMENT

Rogers Corporation (“Rogers” or the “Company”) hereby grants to ________________, (the “Employee” or the “Optionee”) as of ____________________ (the “Option Date”), an option to purchase a maximum of ________ shares of its Capital Stock at the price of $ ________ per share, subject to the following:

1.	Relationship to 1988 Stock Option Plan. This option is granted pursuant to the Rogers Corporation 1988 Stock Option Plan, as amended (the “Plan”), and is in all respects subject to its terms, conditions, limitations and definitions. Determinations made in connection with this option shall be governed by the Plan.
2.	Time When the Option Will be Exercisable. This option shall be immediately exercisable in full as of the Option Date. This option shall remain exercisable until it expires on the tenth anniversary of the Option Date, unless the option is sooner terminated as hereinafter provided.
3.	Sale of Issued Shares. In the event that the Employee exercises the option prior to the fourth anniversary of the Option Date, except as provided in Paragraph 8 below, the shares of Capital Stock acquired upon such exercise (the “Issued Shares”) may not be sold, assigned, transferred (including any transfer to Rogers in payment of the option price or withholding taxes of any stock option), pledged, given away or in any other manner disposed of or encumbered, by the Employee until the earliest to occur of: (a) the termination of the Employee’s employment with Rogers and its Subsidiaries by reason of Normal or Early Retirement (as defined in the Plan); (b) the termination of the Employee’s employment with Rogers and its Subsidiaries by reason of death; (c) the termination of the Employee’s employment with Rogers and its Subsidiaries by reason of Disability (as defined in the Plan); (d) the involuntary termination of the Employee’s employment with Rogers and its Subsidiaries by Rogers and/or its Subsidiaries for any reason; (e) a Cessation Event Determination Date (as defined in Paragraph 14 below); and (f) the fourth anniversary of the Option Date (the earliest of such dates or events, the “Restriction Termination Date”). In order to effectuate the foregoing, upon any exercise of the option prior to the Restriction Termination Date and until the Restriction Termination Date, the Issued Shares shall, at the discretion of Rogers, either be retained by the Company and/or shall bear a legend describing the restrictions on the sale of the Issued Shares as described herein.
4	Purchase Only for Investment. To insure Rogers’ compliance with the Securities Act of 1933, as amended, the Employee agrees for himself or herself, the Employee’s legal representatives and estate, or other persons who acquire the right to exercise the option pursuant to Paragraph 8 (together, the “Investor”), that shares will be purchased in the exercise of the option for investment purposes only and not with a view to their distribution, as that term is used in the Securities Act of 1933, as amended, unless in the opinion of counsel to Rogers such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act, and the Investor agrees to sign a certificate to such effect at the time of exercising the option.
5.	Termination of Option. In the event that the Employee ceases to be employed by Rogers or any Subsidiary, as determined pursuant to the Plan, at any time prior to exercise of this option in full, this option shall terminate and may no longer be exercised, except as follows:

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a.	if the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may at any time within a period of three months after such termination of employment exercise this option;
b.	if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the Employee may at any time within a period of three years after the date of such Normal or Early Retirement exercise this option;
c.	if the Employee’s employment shall have been terminated because of Disability (as defined in the Plan), the Employee may at any time within a period of one year after such termination of employment exercise this option; and
d.	if the Employee’s employment shall have been terminated because of death, the option may be exercised within a period of one year after the Employee’s death by the person or persons to whom the Employee’s rights under the option shall pass under Paragraph 17 or by will or the laws of descent and distribution;

provided, however, that this option may not be exercised to any extent by anyone after the date of expiration of the option as described in Paragraph 2 hereof.

6.	Partial Exercise. Exercise of this option may be made in whole or in part at any time and from time to time, provided that it may not be exercised for fewer than fifty shares unless the extent to which it may be exercised cannot increase, in which event it may be exercised for the entire balance.
7.	Manner of Exercise. This option may be exercised in whole or in part by giving notice of exercise to the Company, or the Company’s designee, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods:

a.	In cash, by check or by other instrument acceptable to the Company;
b.	In the form of shares of Capital Stock (either actually or by attestation) that the Employee has beneficially owned for more than six months and that are not then subject to restrictions under any Company plan. Such surrendered or attested shares shall be valued at Fair Market Value (as defined in the Plan) on the exercise date; or
c	Delivery by a broker of cash, a check or other instrument payable and acceptable to the Company to pay the option purchase price; provided that in the event the Employee chooses to pay the option purchase price as so provided, the Employee and the broker shall comply with such procedures and enter into such agreements of indemnity and such other agreements as the Company shall prescribe as a condition of such payment procedure.

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Payment instruments will be received subject to collection.

Ownership of shares of Capital Stock to be purchased pursuant to the exercise of the option will be contingent upon receipt by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Plan, this Agreement and applicable provisions of law. In the event the Employee chooses to pay the purchase price by previously-owned shares of Capital Stock through the attestation method, only the net amount of shares shall be issued.

8.	Option Transferable in Limited Circumstances. This option, and, prior to the Restriction Termination Date, the Issued Shares, may be transferred to a family member, trust or charitable organization to the extent permitted by applicable law; provided that the transferee agrees in writing with Rogers to be bound by the terms of this Agreement. Except as permitted in the preceding sentence, this option, and, prior to the Restriction Termination Date, the Issued Shares, are not transferable otherswise than by will or by the laws of descent and distribution, and the option shall be exercisable during the Employee’s lifetime, only by the Employee.
9.	No Obligation to Continue Employment. Neither Rogers nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Employee in employment.
10.	No Obligation to Exercise Option. The grant and acceptance of this option imposes no obligation on the Employee to exercise it.
11.	No Rights as Stockholder Until Exercise. The option holder shall have the rights of a stockholder only as to shares of Capital Stock acquired upon exercise of this option and not as to any shares of Capital Stock covered by an unexercised portion of this option.
12.	Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.
13.	Capital Changes and Business Successions. In the event of any change in the outstanding shares of Capital Stock that occurs after the Option Date by reason of a stock dividend or split, recapitalization, merger, consolidation, combination, exchange of shares, or other similar corporate change as to which Rogers is a surviving corporation, the maximum number of shares of Capital Stock that are subject to this option and the number, kind and option price of shares covered by this option to the extent it is then outstanding, shall be adjusted appropriately by the Committee (as defined in the Plan), whose determination shall be conclusive; provided, however, that fractional shares shall be rounded to the nearest whole share.
14.	Merger; Sale of Assets. Upon a determination by the Board of Directors of Rogers that an event has occurred that will or is likely to result in a merger or a similar reorganization which Rogers will not survive or a sale of all or substantially all of the assets of Rogers (a “Cessation Event”), the restrictions on the sale of the Issued Shares described in Paragraph 3 above shall cease immediately (or as of the date which is 180 days preceding such Cessation Event, if later than such determination) (such date, the “Cessation Event Determination Date”). The occurrence of a Cessation Event shall cause this option to terminate, to the extent not then exercised, unless any surviving entity agrees to assume this option.

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15.	Tax Withholding. Upon the exercise of this option or any portion thereof, the Employee hereby agrees that such exercise will not be effective, and no shares will become transferable to the Employee, until the Employee makes appropriate arrangements with Rogers for income or employment tax withholding as may be required by federal, state or local law on account of such exercise. The Employee may satisfy his or her withholding obligation, if any, in whole or in part, by electing (a) to make a payment to Rogers in cash, by check or by other instrument acceptable to Rogers, (b) subject to the general or specific approval of the Committee, to deliver to Rogers a number of already-owned shares of Capital Stock, having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share) or (c) by any combination of (a) and (b) and the procedures described in the following sentence. The Committee may also permit, in its sole discretion and in accordance with such procedures as it deems appropriate, the Employee to have Rogers withhold a number of shares which would otherwise be issued pursuant to this option having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share). The value of shares to be withheld (if permitted by the Committee) or of delivered shares shall be based on the Fair Market Value (as defined in the Plan) of shares as of the date the amount of tax to be withheld is determined.
16.	Tax Status. Options granted under this Agreement are intended not to qualify as “incentive” stock options under Section 422 of the Internal Revenue Code of 1986, as amended.
17.	Beneficiary Designation. The Optionee may designate beneficiary(ies) to whom shall be transferred any rights under the option which survive the Optionee’s death.

To obtain the beneficiary designation form, please go to the “Options and Equity Awards” section of the Schwab Equity Award Center website (http://equityawardcenter.schwab.com) after completing the login procedure and click on the “Review message” from your “employer” and then click on the “Equity Awards Beneficiary Designation Form”. Alternatively, you may request this beneficiary designation form by sending an e-mail to equityawardsadmin@rogerscorporation.com or calling the Office of the Corporate Secretary of Rogers Corporation at 800-227-6437 ext. 5566.

In the absence of an effective beneficiary designation, the Optionee acknowledges that any rights under the option which survive the Optionee’s death shall be rights of his or her estate.

By: Rogers Corporation

By clicking Accept below I hereby acknowledge receipt of the foregoing option and agree to its terms and conditions:

EX-10.AR

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Exhibit 10ar

NON-QUALIFIED STOCK OPTION AGREEMENT

Rogers Corporation (“Rogers” or the “Company”) hereby grants to _____________, (the “Employee” or the “Optionee”) as of ____________________(the “Option Date”), an option to purchase a maximum of ________ shares of its Capital Stock at the price of $ ________ per share, subject to the following:

1. Relationship to 1988 Stock Option Plan. This option is granted pursuant to the Rogers Corporation 1988 Stock Option Plan, as amended (the “Plan”), and is in all respects subject to its terms, conditions, limitations and definitions. Determinations made in connection with this option shall be governed by the Plan.

2. Time When the Option Will be Exercisable. This option shall become exercisable in accordance with the earliest of the following schedules:

a. If the Employee continues in the employ of Rogers or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, this option will become exercisable on the second anniversary of the Option Date as to the first one-third of the shares subject to the option, on the third anniversary of the Option Date as to the second one-third, and on the fourth anniversary of the Option Date as to the balance;

b. If the Employee terminates employment by reason of Normal Retirement or Early Retirement (as those terms are defined in the Plan) this option will become fully exercisable; or

c. In accordance with Paragraph 13.

This option shall remain exercisable until it expires on the tenth anniversary of the Option Date, unless the option is sooner terminated as hereinafter provided.

3. Purchase Only for Investment. To insure Rogers’ compliance with the Securities Act of 1933, as amended, the Employee agrees for himself or herself, the Employee’s legal representatives and estate, or other persons who acquire the right to exercise the option pursuant to Paragraph 7 (together, the “Investor”), that shares will be purchased in the exercise of the option for investment purposes only and not with a view to their distribution, as that term is used in the Securities Act of 1933, as amended, unless in the opinion of counsel to Rogers such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act, and the Investor agrees to sign a certificate to such effect at the time of exercising the option.

4. Termination of Option. In the event that the Employee ceases to be employed by Rogers or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, at any time prior to exercise of this option in full, this option shall terminate and may no longer be exercised, except as follows:

a. if the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may at any time within a period of three months after such termination of employment exercise this option to the extent it was exercisable on the date of termination of the Employee’s employment;

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b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after the date of such Normal or Early Retirement exercise this option;

c. if the Employee’s employment shall have been terminated because of Disability (as defined in the Plan), the Employee may at any time within a period of one year after such termination of employment exercise this option to the extent that the option was exercisable on the date of termination of the Employee’s employment; and

d. if the Employee’s employment shall have been terminated because of death, the option, to the extent that the Employee was entitled to exercise it on the date of death, may be exercised within a period of one year after the Employee’s death by the person or persons to whom the Employee’s rights under the option shall pass under Paragraph 16 or by will or the laws of descent and distribution;

provided, however, that this option may not be exercised to any extent by anyone after the date of expiration of the option as described in Paragraph 2 hereof.

5. Partial Exercise. Exercise of this option to the extent exercisable may be made in whole or in part at any time and from time to time within the above limits, provided that it may not be exercised for fewer than fifty shares unless the extent to which it may become exercisable cannot increase, in which event it may be exercised for the entire balance as to which it is exercisable.

6. Manner of Exercise. This option may be exercised in whole or in part by giving notice of exercise to the Company, or the Company’s designee, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods:

a. In cash, by check or by other instrument acceptable to the Company;

b. In the form of shares of Capital Stock (either actually or by attestation) that the Employee has beneficially owned for more than six months and that are not then subject to restrictions under any Company plan. Such surrendered or attested shares shall be valued at Fair Market Value (as defined in the Plan) on the exercise date; or

c. Delivery by a broker of cash, a check or other instrument payable and acceptable to the Company to pay the option purchase price; provided that in the event the Employee chooses to pay the option purchase price as so provided, the Employee and the broker shall comply with such procedures and enter into such agreements of indemnity and such other agreements as the Company shall prescribe as a condition of such payment procedure.

Payment instruments will be received subject to collection.

Ownership of shares of Capital Stock to be purchased pursuant to the exercise of the option will be contingent upon receipt by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Plan, this Agreement and applicable provisions of law. In the event the Employee chooses to pay the purchase price by previously-owned shares of Capital Stock through the attestation method, only the net amount of shares shall be issued.

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7. Option Transferable in Limited Circumstances. This option may be transferred to a family member, trust or charitable organization to the extent permitted by applicable law; provided that the transferee agrees in writing with Rogers to be bound by the terms of this Agreement. Except as permitted in the preceding sentence, this option is not transferable otherwise than by will or by the laws of descent and distribution, and, the option shall be exercisable during the Employee’s lifetime only by the Employee.

8. No Obligation to Continue Employment. Neither Rogers nor any Subsidiary or Parent Corporation is obligated by or as a result of the Plan or this Agreement to continue the Employee in employment.

9. No Obligation to Exercise Option. The grant and acceptance of this option imposes no obligation on the Employee to exercise it.

10. No Rights as Stockholder Until Exercise. The option holder shall have the rights of a stockholder only as to shares of Capital Stock acquired upon exercise of this option and not as to any shares of Capital Stock covered by an unexercised portion of this option.

11. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

12. Capital Changes and Business Successions. In the event of any change in the outstanding shares of Capital Stock that occurs after the Option Date by reason of a stock dividend or split, recapitalization, merger, consolidation, combination, exchange of shares, or other similar corporate change as to which Rogers is a surviving corporation, the maximum number of shares of Capital Stock that are subject to this option and the number, kind and option price of shares covered by this option to the extent it is then outstanding, shall be adjusted appropriately by the Committee (as defined in the Plan), whose determination shall be conclusive; provided, however, that fractional shares shall be rounded to the nearest whole share.

13. Merger; Sale of Assets. Upon a determination by the Board of Directors of Rogers that an event has occurred that will or is likely to result in a merger or a similar reorganization which Rogers will not survive or a sale of all or substantially all of the assets of Rogers (a “cessation event”), the unexercised portion of this option shall become exercisable in full immediately (or as of the date which is 180 days preceding such cessation event, if later than such determination). The occurrence of a cessation event shall cause this option to terminate, to the extent not then exercised, unless any surviving entity agrees to assume the rights and obligations hereunder.

14. Tax Withholding. Upon the exercise of this option or any portion thereof, the Employee hereby agrees that such exercise will not be effective, and no shares will become transferable to the Employee, until the Employee makes appropriate arrangements with Rogers for income or employment tax withholding as may be required by federal, state or local law on account of such exercise. The Employee may satisfy his or her withholding obligation, if any, in whole or in part, by electing (a) to make a payment to Rogers in cash, by check or by other instrument acceptable to Rogers, (b) subject to the general or specific approval of the Committee, to deliver to Rogers a number of already-owned shares of Capital Stock, having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share) or (c) by any combination of (a) and (b) and the procedures described in the following sentence. The Committee may also permit, in its sole discretion and in accordance with such procedures as it deems appropriate, the Employee to have Rogers withhold a number of shares which would otherwise be issued pursuant to this option having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share). The value of shares to be withheld (if permitted by the Committee) or of delivered shares shall be based on the Fair Market Value (as defined in the Plan) of shares as of the date the amount of tax to be withheld is determined.

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15. Tax Status. Options granted under this Agreement are intended not to qualify as “incentive” stock options under Section 422 of the Internal Revenue Code of 1986, as amended.

16. Beneficiary Designation. The Optionee may designate beneficiary(ies) to whom shall be transferred any rights under the option which survive the Optionee’s death.

To obtain the beneficiary designation form, please go to the “Options and Equity Awards” section of the Schwab Equity Award Center website (http://equityawardcenter.schwab.com ) after completing the login procedure and click on the “Review message” from your “employer” and then click on the “Equity Awards Beneficiary Designation Form”. Alternatively, you may request this beneficiary designation form by sending an e-mail to equityawardsadmin@rogerscorporation.com or calling the Office of the Corporate Secretary of Rogers Corporation at 800-227-6437 ext. 5566.

In the absence of an effective beneficiary designation, the Optionee acknowledges that any rights under the option which survive the Optionee’s death shall be rights of his or her estate.

By: Rogers Corporation

By clicking Accept below I hereby acknowledge receipt of the foregoing option and agree to its terms and conditions:

EX-10.AS

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Exhibit 10as

NON-QUALIFIED STOCK OPTION AGREEMENT

Rogers Corporation (“Rogers” or the “Company”) hereby grants to ________________, (the “Employee” or the “Optionee”) as of _____________________(the “Option Date”), an option to purchase a maximum of ________shares of its Capital Stock at the price of $ _______ per share, subject to the following:

1. Relationship to 1988 Stock Option Plan. This option is granted pursuant to the Rogers Corporation 1988 Stock Option Plan, as amended (the “Plan”), and is in all respects subject to its terms, conditions, limitations and definitions. Determinations made in connection with this option shall be governed by the Plan.

2. Time When the Option Will be Exercisable. This option shall become exercisable in accordance with the earliest of the following schedules:

a. If the Employee continues in the employ of Rogers or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, this option will become exercisable on the third anniversary of the Option Date as to the first two-thirds of the shares subject to the option and on the fourth anniversary of the Option Date as to the balance;

b. If the Employee terminates employment by reason of Normal Retirement or Early Retirement (as those terms are defined in the Plan) this option will become fully exercisable; or

c. In accordance with Paragraph 13.

This option shall remain exercisable until it expires on the tenth anniversary of the Option Date, unless the option is sooner terminated as hereinafter provided.

3. Purchase Only for Investment. To insure Rogers’ compliance with the Securities Act of 1933, as amended, the Employee agrees for himself or herself, the Employee’s legal representatives and estate, or other persons who acquire the right to exercise the option pursuant to Paragraph 7 (together, the “Investor”), that shares will be purchased in the exercise of the option for investment purposes only and not with a view to their distribution, as that term is used in the Securities Act of 1933, as amended, unless in the opinion of counsel to Rogers such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act, and the Investor agrees to sign a certificate to such effect at the time of exercising the option.

4. Termination of Option. In the event that the Employee ceases to be employed by Rogers or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, at any time prior to exercise of this option in full, this option shall terminate and may no longer be exercised, except as follows:

a. if the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may at any time within a period of three months after such termination of employment exercise this option to the extent it was exercisable on the date of termination of the Employee’s employment;

b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after the date of such Normal or Early Retirement exercise this option;

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c. if the Employee’s employment shall have been terminated because of Disability (as defined in the Plan), the Employee may at any time within a period of one year after such termination of employment exercise this option to the extent that the option was exercisable on the date of termination of the Employee’s employment; and

d. if the Employee’s employment shall have been terminated because of death, the option, to the extent that the Employee was entitled to exercise it on the date of death, may be exercised within a period of one year after the Employee’s death by the person or persons to whom the Employee’s rights under the option shall pass under Paragraph 16 or by will or the laws of descent and distribution;

provided, however, that this option may not be exercised to any extent by anyone after the date of expiration of the option as described in Paragraph 2 hereof.

5. Partial Exercise. Exercise of this option to the extent exercisable may be made in whole or in part at any time and from time to time within the above limits, provided that it may not be exercised for fewer than fifty shares unless the extent to which it may become exercisable cannot increase, in which event it may be exercised for the entire balance as to which it is exercisable.

6. Manner of Exercise. This option may be exercised in whole or in part by giving notice of exercise to the Company, or the Company’s designee, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods:

a. In cash, by check or by other instrument acceptable to the Company;

b. In the form of shares of Capital Stock (either actually or by attestation) that the Employee has beneficially owned for more than six months and that are not then subject to restrictions under any Company plan. Such surrendered or attested shares shall be valued at Fair Market Value (as defined in the Plan) on the exercise date; or

c. Delivery by a broker of cash, a check or other instrument payable and acceptable to the Company to pay the option purchase price; provided that in the event the Employee chooses to pay the option purchase price as so provided, the Employee and the broker shall comply with such procedures and enter into such agreements of indemnity and such other agreements as the Company shall prescribe as a condition of such payment procedure.

Payment instruments will be received subject to collection.

Ownership of shares of Capital Stock to be purchased pursuant to the exercise of the option will be contingent upon receipt by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Plan, this Agreement and applicable provisions of law. In the event the Employee chooses to pay the purchase price by previously-owned shares of Capital Stock through the attestation method, only the net amount of shares shall be issued.

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7. Option Transferable in Limited Circumstances. This option may be transferred to a family member, trust or charitable organization to the extent permitted by applicable law, provided that the transferee agrees in writing with Rogers to be bound by the terms of this Agreement. Except as permitted in the preceding sentence, this option is not transferable otherwise than by will or by the laws of descent and distribution, and, the option shall be exercisable during the Employee’s lifetime only by the Employee.

8. No Obligation to Continue Employment. Neither Rogers nor any Subsidiary or Parent Corporation is obligated by or as a result of the Plan or this Agreement to continue the Employee in employment.

9. No Obligation to Exercise Option. The grant and acceptance of this option imposes no obligation on the Employee to exercise it.

10. No Rights as Stockholder Until Exercise. The option holder shall have the rights of a stockholder only as to shares of Capital Stock acquired upon exercise of this option and not as to any shares of Capital Stock covered by an unexercised portion of this option.

11. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

12. Capital Changes and Business Successions. In the event of any change in the outstanding shares of Capital Stock that occurs after the Option Date by reason of a stock dividend or split, recapitalization, merger, consolidation, combination, exchange of shares, or other similar corporate change as to which Rogers is a surviving corporation, the maximum number of shares of Capital Stock that are subject to this option and the number, kind and option price of shares covered by this option to the extent it is then outstanding, shall be adjusted appropriately by the Committee (as defined in the Plan), whose determination shall be conclusive; provided, however, that fractional shares shall be rounded to the nearest whole share.

13. Merger; Sale of Assets. Upon a determination by the Board of Directors of Rogers that an event has occurred that will or is likely to result in a merger or a similar reorganization which Rogers will not survive or a sale of all or substantially all of the assets of Rogers (a “cessation event”), the unexercised portion of this option shall become exercisable in full immediately (or as of the date which is 180 days preceding such cessation event, if later than such determination). The occurrence of a cessation event shall cause this option to terminate, to the extent not then exercised, unless any surviving entity agrees to assume the rights and obligations hereunder.

14. Tax Withholding. Upon the exercise of this option or any portion thereof, the Employee hereby agrees that such exercise will not be effective, and no shares will become transferable to the Employee, until the Employee makes appropriate arrangements with Rogers for income or employment tax withholding as may be required by federal, state or local law on account of such exercise. The Employee may satisfy his or her withholding obligation, if any, in whole or in part, by electing (a) to make a payment to Rogers in cash, by check or by other instrument acceptable to Rogers, (b) subject to the general or specific approval of the Committee, to deliver to Rogers a number of already-owned shares of Capital Stock, having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share) or (c) by any combination of (a) and (b) and the procedures described in the following sentence. The Committee may also permit, in its sole discretion and in accordance with such procedures as it deems appropriate, the Employee to have Rogers withhold a number of shares which would otherwise be issued pursuant to this option having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share). The value of shares to be withheld (if permitted by the Committee) or of delivered shares shall be based on the Fair Market Value (as defined in the Plan) of shares as of the date the amount of tax to be withheld is determined.

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15. Tax Status. Options granted under this Agreement are intended not to qualify as “incentive” stock options under Section 422 of the Internal Revenue Code of 1986, as amended.

16. Beneficiary Designation. The Optionee may designate beneficiary(ies) to whom shall be transferred any rights under the option which survive the Optionee’s death.

To obtain the beneficiary designation form, please go to the “Options and Equity Awards” section of the Schwab Equity Award Center website (http://equityawardcenter.schwab.com/) after completing the login procedure and click on the “Review message” from your “employer” and then click on the “Equity Awards Beneficiary Designation Form”. Alternatively, you may request this beneficiary designation form by sending an e-mail to milto:equityawardsadmin@rogerscorporation.com or calling the Office of the Corporate Secretary of Rogers Corporation at 800-227-6437 ext. 5566.

In the absence of an effective beneficiary designation, the Optionee acknowledges that any rights under the option which survive the Optionee’s death shall be rights of his or her estate.

By: Rogers Corporation

By clicking Accept below I hereby acknowledge receipt of the foregoing option and agree to its terms and conditions:

EX-10.AT

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Exhibit 10at

ROGERS CORPORATION

1998 STOCK INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

(For Officers, Employees, and Other Key Persons)

Pursuant to the Rogers Corporation 1998 Stock Incentive Plan (the “Plan”), Rogers Corporation (the “Company”) hereby grants to _______________________ (the “Employee” or the “Optionee”), a non-qualified stock option (the “Stock Option”) to purchase a maximum of __________ shares of capital stock of the Company (the “Capital Stock”) at the price of $ ________ per share, subject to the terms of this Agreement. The Stock Option is granted as of __________________ (the “Grant Date”).

1.

Timing of Exercise. Subject to Section 2 below, the Stock Option shall become exercisable as follows: if the Employee continues in the employ of the Company or any Subsidiary, as determined pursuant to the Plan, the Stock Option will become exercisable on the second anniversary of the Grant Date as to the first one-third of the shares subject to the Stock Option, on the third anniversary of the Grant Date as to the second one-third, and on the fourth anniversary of the Grant Date as to the balance; except that upon the occurrence of a Change in Control (as defined in the Plan) or for the reasons stated in Sections 2(a) or 2(b) below, the Stock Option shall become fully exercisable. The Stock Option shall remain exercisable until it expires on the tenth anniversary of the Grant Date, unless the Stock Option is sooner terminated as provided herein.

2.

Termination of Stock Option. If the Employee’s employment by the Company and its Subsidiaries terminates for any reason, other than death, Disability, or Retirement (as defined in the Plan and described below), the Stock Option may thereafter be exercised, to the extent it was exercisable on the date of termination of employment, for a period of three (3) months from the date of termination of employment or the tenth anniversary of the Grant Date, if earlier.

a.

Termination by Reason of Death. If the Employee’s employment by the Company and its Subsidiaries terminates by reason of death, the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised by the Optionee’s beneficiary for a period of five (5) years from the date of death or until the tenth anniversary of the Grant Date, if earlier.

b.

Termination by Reason of Disability or Retirement. If the Employee’s employment by the Company and its Subsidiaries has terminated by reason of Disability (as defined in the Plan), the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised for a period of five (5) years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier. If the Employee’s employment by the Company and its Subsidiaries has terminated by reason of Retirement (as defined in the Plan), the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised for a period of five (5) years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier.

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3. Manner of Exercise. The Stock Option may be exercised in whole or in part by giving notice of exercise to the Company, or the Company’s designee, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods:

a.	In cash, by check or other instrument acceptable to the Company;
b.	In the form of shares of Capital Stock (either actually or by attestation) that the Employee has beneficially owned for more than six months and that are not then subject to restrictions under any Company plan. Such surrendered or attested shares shall be valued at Fair Market Value (as defined in the Plan) on the exercise date; or
c.	Delivery by a broker of cash, check or other instrument payable and acceptable to the Company to pay the Stock Option purchase price; provided that in the event the Employee chooses to pay the Stock Option purchase price as so provided, the Employee and the broker shall comply with such procedures and enter into such agreements of indemnity and such other agreements as the Company shall prescribe as a condition of such payment procedure.

Payment instruments will be received subject to collection.

Ownership of shares of Capital Stock to be purchased pursuant to the exercise of the Stock Option will be contingent upon receipt by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Plan, this Agreement and applicable provisions of law. In the event the Employee chooses to pay the purchase price by previously-owned shares of Capital Stock through the attestation method, only the net amount of shares shall be issued.

4.	Stock Option Transferable in Limited Circumstances. The Stock Option may be transferred to a family member, trust or charitable organization to the extent permitted by applicable law; provided that the transferee agrees in writing with the Company to be bound by the terms of this Agreement and the Plan. Except as permitted in the preceding sentence, the Stock Option is not transferable otherwise than by will or by the laws of descent and distribution, and shall be exercisable during the Employee’s lifetime only by the Employee.
5.	Stock Option Shares. The shares to be issued under the Plan are shares of the Capital Stock of the Company as constituted as of the date of this Agreement, subject to adjustment as provided in Section 3(b) of the Plan.
6.	Rights as a Stockholder. The Employee shall have the rights of a stockholder only as to shares of Capital Stock acquired upon exercise of the Stock Option and not as to any shares of Capital Stock covered by unexercised Stock Options. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such shares are acquired.
7.	Tax Withholding. The Optionee hereby agrees that the exercise of this Stock Option or any installment thereof will not be effective, and no shares will become transferable to the Optionee, until the Optionee makes appropriate arrangements with the Company for such income and employment tax withholding as may be required of the Company under applicable United States federal, state or local law on account of such exercise. The Optionee may satisfy the obligation(s), in whole or in part, by electing (i) to make a payment to the Company in cash, by check or by other instrument acceptable to the Company, (ii) subject to the general or specific approval of the Compensation and Organization Committee of the Board of Directors of the Company (the "Committee"), to deliver to the Company a number of already-owned shares of Capital Stock having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share), or (iii) by any combination of (i) and (ii) and/or the procedures described in the following sentence. The Committee may also permit, in its sole discretion and in accordance with such procedures as it deems appropriate, the Optionee to have the Company withhold a number of shares which would otherwise be issued pursuant to this Stock Option having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share). The value of shares to be withheld or delivered (if permitted by the Committee) shall be based on the Fair Market Value of a share of Capital Stock as of the date the amount of tax to be withheld is to be determined.

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8.	Tax Status. The Stock Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.
9.	The Plan. The Stock Option is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein.
10.	No Obligation to Exercise Stock Option. The grant and acceptance of the Stock Option imposes no obligation on the Employee to exercise it.
11.	No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Employee in employment.
12.	Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Employee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.
13.	Purchase Only for Investment. To insure the Company’s compliance with the Securities Act of 1933, as amended, the Employee agrees for himself or herself, the Employee’s legal representatives and estate, or other persons who acquire the right to exercise the Stock Option upon his or her death, that shares will be purchased in the exercise of the Stock Option for investment purposes only and not with a view to their distribution, as that term is used in the Securities Act of 1933, as amended, unless in the opinion of counsel to the Company such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act.
14.	Governing Law. This Agreement and the Stock Option shall be governed by the laws of the Commonwealth of Massachusetts.
15.	Beneficiary Designation. The Optionee may designate beneficiary(ies) to whom shall be transferred any rights under the Stock Option which survive the Optionee’s death. To obtain the beneficiary designation form, please go to the “Options and Equity Awards” section of the Schwab Equity Award Center website (http://equityawardcenter.schwab.com/) after completing the login procedure and click on the “Review message” from your “employer” and then click on the “Equity Awards Beneficiary Designation Form”. Alternatively, you may request this beneficiary designation form by sending an e-mail to equityawardsadmin@rogerscorporation.com or calling the Office of the Corporate Secretary of Rogers Corporation at 800-227-6437 ext. 5566.

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In the absence of an effective beneficiary designation, the Optionee acknowledges that any rights under the Stock Option which survive the Optionee’s death shall be rights of his or her estate.

By: Rogers Corporation

By clicking Accept below I hereby acknowledge receipt of the foregoing Stock Option and agree to its terms and conditions:

EX-10.AU

Page 1 of 4

Exhibit 10au

ROGERS CORPORATION

1998 STOCK INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

(For Officers, Employees, and Other Key Persons)

Pursuant to the Rogers Corporation 1998 Stock Incentive Plan (the “Plan”), Rogers Corporation (the “Company”) hereby grants to ______________________ (the “Employee” or the “Optionee”), a non-qualified stock option (the “Stock Option”) to purchase a maximum of ________ shares of capital stock of the Company (the “Capital Stock”) at the price of $ ______ per share, subject to the terms of this Agreement. The Stock Option is granted as of ____________________ (the “Grant Date”).

1. Timing of Exercise. This Stock Option shall be immediately exercisable in full as of the Grant Date. This Stock Option shall remain exercisable until it expires on the tenth anniversary of the Grant Date, unless the Stock Option is sooner terminated as provided herein.

2. Sale of Issued Shares. In the event that the Optionee exercises the Stock Option prior to the fourth anniversary of the Grant Date, except as provided in Section 5 below, the shares of Capital Stock acquired upon such exercise (the "Issued Shares") may not be sold, assigned, transferred (including any transfer to the Company in payment of the option price or withholding taxes of any stock option), pledged, given away or in any other manner disposed of or encumbered, by the Optionee until the earliest to occur of: (a) the termination of the Optionee’s employment with the Company and its Subsidiaries by reason of Retirement (as defined in the Plan); (b) the termination of the Optionee’s employment with the Company and its Subsidiaries by reason of death; (c) the termination of the Optionee’s employment with the Company and its Subsidiaries by reason of Disability (as defined in the Plan); (d) the involuntary termination of the Optionee’s employment with the Company and its Subsidiaries by the Company and/or its Subsidiaries for any reason; (e) a Cessation Event Determination Date (as defined in Section 13 below); and (f) the fourth anniversary of the Grant Date (the earliest of such dates or events, the "Restriction Termination Date"). In order to effectuate the foregoing, upon the exercise of the Stock Option prior to the Restriction Termination Date and until the Restriction Termination Date, the Issued Shares shall, at the discretion of the Company, either be retained by the Company and/or shall bear a legend describing the restrictions on the sale of the Issued Shares as described herein.

3. Termination of Stock Option. If the Employee’s employment by the Company and its Subsidiaries terminates for any reason, other than death, Disability, or Retirement (as defined in the Plan and described below), the Stock Option may thereafter be exercised for a period of three (3) months from the date of termination of employment or the tenth anniversary of the Grant Date, if earlier.

a. Termination by Reason of Death. If the Employee’s employment by the Company and its Subsidiaries terminates by reason of death, the Stock Option may thereafter be exercised by the Optionee’s beneficiary for a period of five (5) years from the date of death or until the tenth anniversary of the Grant Date, if earlier.

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b. Termination by Reason of Disability or Retirement. If the Employee’s employment by the Company and its Subsidiaries has terminated by reason of Disability (as defined in the Plan), the Stock Option may thereafter be exercised for a period of five (5) years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier. If the Employee’s employment by the Company and its Subsidiaries has terminated by reason of Retirement (as defined in the Plan), the Stock Option may thereafter be exercised for a period of five (5) years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier.

4. Manner of Exercise. The Stock Option may be exercised in whole or in part by giving notice of exercise to the Company, or the Company’s designee, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods:

a. In cash, check or other instrument acceptable to the Company;

b. In the form of shares of Capital Stock (either actually or by attestation) that the Employee has beneficially owned for more than six months and that are not then subject to restrictions under any Company plan. Such surrendered or attested shares shall be valued at Fair Market Value (as defined in the Plan) on the exercise date; or

c. Delivery by a broker of cash, a check or other instrument payable and acceptable to the Company to pay the Stock Option purchase price; provided that in the event the Employee chooses to pay the Stock Option purchase price as so provided, the Employee and the broker shall comply with such procedures and enter into such agreements of indemnity and such other agreements as the Company shall prescribe as a condition of such payment procedure.

Payment instruments will be received subject to collection.

5. Ownership of shares of Capital Stock to be purchased pursuant to the exercise of the Stock Option will be contingent upon receipt by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Plan, this Agreement and applicable provisions of law. In the event the Employee chooses to pay the purchase price by previously-owned shares of Capital Stock through the attestation method, only the net amount of shares shall be issued.

6. Stock Option Transferable in Limited Circumstances. The Stock Option, and, prior to the Restriction Termination Date, the Issued Shares, may be transferred to a family member, trust or charitable organization to the extent permitted by applicable law; provided that the transferee agrees in writing with the Company to be bound by the terms of this Agreement and the Plan. Except as permitted in the preceding sentence, the Stock Option, and, prior to the Restriction Termination Date, the Issued Shares, are not transferable otherwise than by will or by the laws of descent and distribution, and the Stock Option shall be exercisable during the Employee’s lifetime only by the Employee.

7. Stock Option Shares. The shares to be issued under the Plan are shares of the Capital Stock of the Company as constituted as of the date of this Agreement, subject to adjustment as provided in Section 3(b) of the Plan.

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8. Rights as a Stockholder. The Employee shall have the rights of a stockholder only as to shares of Capital Stock acquired upon exercise of the Stock Option and not as to any shares of Capital Stock covered by unexercised Stock Options. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such shares are acquired.

9. Tax Withholding. The Optionee hereby agrees that the exercise of this Stock Option or any installment thereof will not be effective, and no shares will become transferable to the Optionee, until the Optionee makes appropriate arrangements with the Company for such income and employment tax withholding as may be required of the Company under applicable United States federal, state or local law on account of such exercise. The Optionee may satisfy the obligation(s), in whole or in part, by electing (i) to make a payment to the Company in cash, by check or by other instrument acceptable to the Company, (ii) subject to the general or specific approval of the Compensation and Organization Committee of the Board of Directors of the Company (the "Committee"), to deliver to the Company a number of already- owned shares of Capital Stock having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share), or (iii) by any combination of (i) and (ii) and/or the procedures described in the following sentence. The Committee may also permit, in its sole discretion and in accordance with such procedures as it deems appropriate, the Optionee to have the Company withhold a number of shares which would otherwise be issued pursuant to this Stock Option having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share). The value of shares to be withheld or delivered (if permitted by the Committee) shall be based on the Fair Market Value of a share of Capital Stock as of the date the amount of tax to be withheld is to be determined.

10. Tax Status. The Stock Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

11. The Plan. The Stock Option is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein.

12. No Obligation to Exercise Stock Option. The grant and acceptance of the Stock Option imposes no obligation on the Employee to exercise it.

13. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Employee in employment.

14. Sale Event. Upon a determination by the Company that an event has occurred that will or is likely to result in a merger or similar reorganization which the Company will not survive or a sale of all or substantially all of the assets of the Company (a “Cessation Event”), the restrictions on the sale of the Issued Shares described in Section 2 above shall cease immediately (or as of the date which is 180 days preceding such Cessation Event, if later than such determination) (such date, the "Cessation Event Determination Date"). The occurrence of a Cessation Event shall cause this Stock Option to terminate, to the extent not then exercised, unless any surviving entity agrees to assume this Stock Option.

15. Purchase Only for Investment. To insure the Company’s compliance with the Securities Act of 1933, as amended, the Employee agrees for himself or herself, the Employee’s legal representatives and estate, or other persons who acquire the right to exercise the Stock Option upon his or her death, that shares will be purchased in the exercise of the Stock Option for investment purposes only and not with a view to their distribution, as that term is used in the Securities Act of 1933, as amended, unless in the opinion of counsel to the Company such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act.

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16. Governing Law. This Agreement and the Stock Option shall be governed by the laws of the Commonwealth of Massachusetts.

17. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Employee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

18. Beneficiary Designation. The Optionee may designate beneficiary(ies) to whom shall be transferred any rights under the Stock Option which survive the Optionee’s death. To obtain the beneficiary designation form, please go to the "Options and Equity Awards" section of the Schwab Equity Award Center website (http://equityawardcenter.schwab.com/) after completing the login procedure and click on the "Review message" from your "employer" and then click on the "Equity Awards Beneficiary Designation Form". Alternatively, you may request this beneficiary designation form by sending an e-mail to equityawardsadmin@rogerscorporation.com or calling the Office of the Corporate Secretary of Rogers Corporation at 800-227-6437 ext. 5566.

In the absence of an effective beneficiary designation, the Optionee acknowledges that any rights under the Stock Option which survive the Optionee’s death shall be rights of his or her estate.

By: Rogers Corporation

By clicking Accept below I hereby acknowledge receipt of the foregoing Stock Option and agree to its terms and conditions:

EX-10.AV

Page 1 of 5

Exhibit 10av

1990 Stock Option Plan

NSO Agreement (transferable)

ROGERS CORPORATION

NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT is entered into by and between Rogers Corporation, a Massachusetts corporation with its principal offices in Rogers, Connecticut (the “Company”), and the individual (the “Optionee”) whose name and address are set forth on the Execution Page of this Agreement.

WHEREAS, the Company adopted the Rogers Corporation 1990 Stock Option Plan, as amended (the “Plan”), in order, among other things, to grant nonqualified stock options; and

WHEREAS, the Optionee rendered services to the Company or any Subsidiary, and the Company desires to grant a nonqualified stock option to the Optionee;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties hereto hereby agree as follows:

All capitalized terms used but not defined in this Agreement shall have the meaning assigned to them under the Plan.

1. Grant of Option. The Company hereby grants to the Optionee pursuant to the Rogers Corporation 1990 Stock Option Plan the option to purchase from the Company upon the terms and conditions hereinafter set forth the number of shares of the $1 par value Capital Stock of the Company (the “Stock”) as has been indicated at Paragraph 14(a) on the Execution Page hereof at the purchase price per share set forth at Paragraph 14(b) on such Execution Page. The date of grant of this option is as of the date set forth at Paragraph 14(c) on such Execution Page and is hereinafter referred to as the “Option Date.”

2. Exercisability. This option shall be immediately exercisable in full.

3. Term of Option. This option shall remain exercisable until expires on___________ .

4. Purchase Only for Investment. To ensure the Company’s compliance with the Securities Act of 1933, as amended (the “Securities Act”), the Optionee agrees for himself or herself, the Optionee’s legal representatives and estate, or other persons who acquire the right to exercise the option by bequest or inheritance, that shares will be purchased on the exercise of this option for investment purposes only and not with a view to their distribution, as that term is used in the Securities Act, unless in the opinion of counsel to the Company such distribution is in compliance with or exempt from the registration and prospectus requirements of the Securities Act, and the Optionee further agrees to sign a certificate to such effect at the time of exercising the option.

5. Option Transferable in Limited Circumstances. This option, may be transferred to a family member, trust or charitable organization to the extent permitted by applicable law; provided that the transferee agrees in writing with the Company to be bound by the terms of this Agreement and the Plan. Except as permitted in the preceding sentence, this option, is not transferable otherwise than by will or by the laws of descent and distribution, and this option shall be exercisable during the Optionee’s lifetime only by the Optionee.

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6. Manner of Exercise. This option may be exercised by giving written or electronic notice of exercise to the Company, or the Company’s designee designated to accept such notices, specifying the number of shares to be purchased and accompanied by the payment of the aggregate option price for the number of shares purchased. The option price shall be paid in full either (a) in cash, by check or by other instrument acceptable to the Company, (b) in Stock (either actually or by attestation) that has been held by the Optionee for a minimum of six months, and valued at its Fair Market Value, as of the date of exercise, or (c) by a combination of (a) and (b). The Optionee may also deliver to the Company, or its designee, a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash, a check or other instrument acceptable to the Company to pay the option price; provided that the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment. Payment instructions will be received subject to collection.

7. Tax Withholding. The Optionee hereby agrees that the exercise of this option or any installment thereof will not be effective, and no shares will become transferable to the Optionee, until the Optionee makes appropriate arrangements with the Company for such income and employment tax withholding as may be required of the Company under applicable United States federal, state or local law on account of such exercise. The Optionee may satisfy the obligation(s), in whole or in part, by electing (i) to make a payment to the Company in cash, by check or by other instrument acceptable to the Company, (ii) subject to approval of the Compensation and Organization Committee of the Board of Directors of the Company (the “Committee”), to deliver to the Company a number of already-owned shares of Stock having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share), or (iii) by any combination of (i) and (ii) and the following sentence. The Committee may also permit, in its sole discretion and in accordance with such procedures as it deems appropriate, the Optionee to have the Company withhold a number of shares which would otherwise be issued pursuant to this option having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share). The value of shares to be withheld (if permitted by the Committee) or of delivered shares shall be based on the Fair Market Value of a share of Stock as of the date the amount of tax to be withheld is to be determined.

8. Stock Dividends; Stock Splits; Stock Combinations; Recapitalizations. In the event of any change in the outstanding shares of Stock that occurs after the Option Date by reason of a Stock dividend or split, recapitalization, merger, consolidation, combination, exchange of shares, or other similar corporate change as to which the Company is a surviving corporation, the number, kind and option price of shares subject to this option to the extent it is then outstanding shall be adjusted appropriately by the Committee, whose determination shall be conclusive; provided, however, that fractional shares shall be rounded to the nearest whole share. Upon a determination by the Board that an event has occurred that will or is likely to result in a merger or a similar reorganization which the Company will not survive or a sale of all or substantially all of the assets of the Company (a “Cessation Event”), this option will terminate, to the extent not then exercised, unless any surviving entity agrees to assume this option.

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9. Termination of Option. In the event of the Optionee’s death, this option may be exercised at any time by the Optionee’s beneficiary(ies) during the remaining term of this option.

10. Rights of Optionee. The Optionee shall not have any rights as a shareholder with respect to shares of Stock covered by this option until the date of issuance of a stock certificate (or the equivalent thereof) for such shares. Except as provided in Paragraph 8, no adjustment shall be made for dividends or other rights the record date for which is prior to the date of issuance of such certificate (or the equivalent thereof). Nothing herein contained shall impose any obligation upon the Optionee to exercise this option. This option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended; the Company makes no representation as to the tax treatment to the Optionee upon receipt or exercise of the option or sale or other disposition of the shares covered by the option.

11. Relationship to Plan. The option contained in this Agreement has been granted pursuant to the Plan and is in all respects subject to the terms, conditions and definitions of the Plan. The Optionee hereby accepts this option subject to all the terms and provisions of the Plan and agrees that all decisions under and interpretations of the Plan by the Committee shall be final, binding and conclusive upon the Optionee and his or her heirs.

12. Governing Law. This Agreement shall be subject to and construed in accordance with the laws of the Commonwealth of Massachusetts.

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13. Beneficiary Designation. Pursuant to Section 10 of the Plan, the Optionee hereby designates the following person(s) as the Optionee’s beneficiary(ies) to whom shall be transferred any rights under this option which survive the Optionee’s death. If the Optionee names more than one primary beneficiary and one or more of such primary beneficiaries dies, the deceased primary beneficiary’s interest shall be apportioned among any surviving primary beneficiaries before any contingent beneficiary receives any rights hereunder, unless the Optionee indicates otherwise in a signed and dated additional page. The same rule shall apply within the category of contingent beneficiaries. Unless the Optionee has specified otherwise herein, the rights under this option which survive the Optionee’s death will be divided equally among the Optionee’s primary beneficiaries or contingent beneficiaries, as the case may be. If no beneficiary is named, all rights shall be exercisable by the Optionee’s estate.

PRIMARY BENEFICIARY(IES)

Name	%	Address
(a)
(b)
(c)

CONTIGENT BENEFICIARY(IES)

Name	%	Address
(a)
(b)
(c)

[ Please print this page, date and sign it and return it tom Rogers Corporation - Office of the Corporate Secretary if you wish to designate beneficiaries.]

Page 5 of 5

ROGERS CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT

EXECUTION PAGE OF NONQUALIFIED STOCK OPTION AGREEMENT FOR THE ROGERS CORPORATION 1990 STOCK OPTION PLAN

13. Certain Additional Information. This Paragraph sets forth certain information referred to in Paragraph 1 of this Agreement.

a. The number of option shares is _____________________.

b. The purchase price per share for such option shares is US $ _________.

c. The Option Date is _____________________.

By: Rogers Corporation

By clicking Accept below I, _________________________, hereby acknowledge receipt of the foregoing Stock Option and agree to its terms and conditions:

EX-10.AW

Page 1 of 4

Exhibit 10aw

ROGERS CORPORATION

1994 STOCK COMPENSATION PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

(For Employees)

Pursuant to the Rogers Corporation 1994 Stock Compensation Plan, as amended (the “Plan”), Rogers Corporation (the “Company”) hereby grants to ___________________ (the “Employee” or the “Optionee”), a non-qualified stock option (the “Stock Option”) to purchase a maximum of _________ shares of capital stock of the Company (the “Capital Stock”) at the price of $ ________ per share, subject to the terms of this Agreement. The Stock Option is granted as of _________________ (the “Grant Date”).

1. Timing of Exercise. Subject to Section 2 below, the Stock Option shall become exercisable as follows: if the Employee continues in the employ of the Company or any Subsidiary, as determined pursuant to the Plan, the Stock Option will become exercisable on the second anniversary of the Grant Date as to the first one-third of the shares subject to the Stock Option, on the third anniversary of the Grant Date as to the second one-third, and on the fourth anniversary of the Grant Date as to the balance; except that upon the occurrence of a Change in Control (as defined in the Plan) or for the reasons stated in Sections 2(a) or 2(b) below, the Stock Option shall become fully exercisable. The Stock Option shall remain exercisable until it expires on the tenth anniversary of the Grant Date, unless the Stock Option is sooner terminated as provided herein.

2. Termination of Stock Option. If the Employee’s employment by the Company and its Subsidiaries terminates for any reason, other than death, Disability, or Retirement (as defined in the Plan and described below), the Stock Option may thereafter be exercised, to the extent it was exercisable on the date of termination of employment, for a period of three (3) months from the date of termination of employment or the tenth anniversary of the Grant Date, if earlier.

a. Termination by Reason of Death. If the Employee’s employment by the Company and its Subsidiaries terminates by reason of death, the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised by the Optionee’s beneficiary for a period of five (5) years from the date of death or until the tenth anniversary of the Grant Date, if earlier.

b. Termination by Reason of Disability or Retirement. If the Employee’s employment by the Company and its Subsidiaries has terminated by reason of Disability (as defined in the Plan), the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised for a period of five (5) years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier. If the Employee’s employment by the Company and its Subsidiaries has terminated by reason of Retirement (as defined in the Plan), the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised for a period of five (5) years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier.

3. Manner of Exercise. The Stock Option may be exercised in whole or in part by giving notice of exercise to the Company, or the Company’s designee, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods:

Page 2 of 4

a. In cash, by check or other instrument acceptable to the Company;

b. In the form of shares of Capital Stock that the Employee has beneficially owned for more than six months and that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value (as defined in the Plan) on the exercise date; and

c. Delivery by a broker of cash, a check or other instrument payable and acceptable to the Company to pay the Stock Option purchase price; provided that in the event the Employee chooses to pay the Stock Option purchase price as provided, the Employee and the broker shall comply with such procedures and enter into such agreements of indemnity and such other agreements as the Company shall prescribe as a condition of such payment procedure.

Payment instruments will be received subject to collection.

Ownership of shares of Capital Stock to be purchased pursuant to the exercise of the Stock Option will be contingent upon receipt by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Plan, this Agreement and applicable provisions of law. In the event the Employee chooses to pay the purchase price by previously owned shares of Capital Stock through the attestation method only the net amount of shares shall be issued.

4. Stock Option Transferable in Limited Circumstances. The Stock Option may be transferred to a family member, trust or charitable organization to the extent permitted by applicable law; provided that the transferee agrees in writing with the Company to be bound by the terms of this Agreement and the Plan. Except as permitted in the preceding sentence, the Stock Option is not transferable otherwise than by will or by the laws of descent and distribution, and shall be exercisable during the Employee’s lifetime only by the Employee.

5. Stock Option Shares. The shares to be issued under the Plan are shares of the Capital Stock of the Company as constituted as of the date of this Agreement, subject to adjustment as provided in Section 3(b) of the Plan.

6. Rights as a Stockholder. The Employee shall have the rights of a stockholder only as to shares of Capital Stock acquired upon exercise of the Stock Option and not as to any shares of Capital Stock covered by unexercised Stock Options. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such shares are acquired.

7. Tax Withholding. The Optionee hereby agrees that the exercise of this Stock Option or any installment thereof will not be effective, and no shares will become transferable to the Optionee, until the Optionee makes appropriate arrangements with the Company for such income and employment tax withholding as may be required of the Company under applicable United States federal, state or local law on account of such exercise. The Optionee may satisfy the obligation(s), in whole or in part, by electing (i) to make a payment to the Company in cash, by check or by other instrument acceptable to the Company, (ii) subject to the general or specific approval of the Compensation and Organization Committee of the Board of Directors of the Company (the "Committee"), to deliver to the Company a number of already-owned shares of Capital Stock having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share), or (iii) by any combination of (i) and (ii) and/or the procedures described in the following sentence. The Committee may also permit, in its sole discretion and in accordance with such procedures as it deems appropriate, the Optionee to have the Company withhold a number of shares which would otherwise be issued pursuant to this Stock Option having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share). The value of shares to be withheld or delivered (if permitted by the Committee) shall be based on the Fair Market Value of a share of Capital Stock as of the date the amount of tax to be withheld is to be determined.

Page 3 of 4

8. Tax Status. The Stock Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

9. The Plan. The Stock Option is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control.

10. No Obligation to Exercise Stock Option. The grant and acceptance of the Stock Option imposes no obligation on the Employee to exercise it.

11. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Employee in employment.

12. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Employee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

13. Purchase Only for Investment. To insure the Company’s compliance with the U.S. Securities Act of 1933, as amended, the Employee agrees for himself or herself, the Employee’s legal representatives and estate, or other persons who acquire the right to exercise the Stock Option upon his or her death, that shares will be purchased in the exercise of the Stock Option for investment purposes only and not with a view to their distribution, as that term is used in the U.S. Securities Act of 1933, as amended, unless in the opinion of counsel to the Company such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act.

14. Governing Law. This Agreement and the Stock Option shall be governed by the laws of the Commonwealth of Massachusetts, U.S.A.

15. Beneficiary Designation. The Optionee may designate beneficiary(ies) to whom shall be transferred any rights under the Stock Option which survive the Optionee’s death. To obtain the beneficiary designation form, please go to the “Options and Equity Awards” section of the Schwab Equity Award Center website (http://equityawardcenter.schwab.com/) after completing the login procedure and click on the “Review message” from your “employer” and then click on the “Equity Awards Beneficiary Designation Form”. Alternatively, you may request this beneficiary designation form by sending an e-mail to equityawardsadmin@rogerscorporation.com or calling the Office of the Corporate Secretary of Rogers Corporation at 800-227-6437 ext. 5566.

Page 4 of 4

In the absence of an effective beneficiary designation, the Optionee acknowledges that any rights under the Stock Option which survive the Optionee’s death shall be rights of his or her estate.

By: Rogers Corporation

By clicking Accept below I hereby acknowledge receipt of the foregoing Stock Option and agree to its terms and conditions:

EX-10.AX

Page 1 of 4

Exhibit 10ax

ROGERS CORPORATION

1994 STOCK COMPENSATION PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

(For Employees)

Pursuant to the Rogers Corporation 1994 Stock Compensation Plan, as amended (the “Plan”), Rogers Corporation (the “Company”) hereby grants to ______________________ (the “Employee” or the “Optionee”), a non-qualified stock option (the “Stock Option”) to purchase a maximum of _______ shares of capital stock of the Company (the “Capital Stock”) at the price of $ ________ per share, subject to the terms of this Agreement. The Stock Option is granted as of __________________ (the “Grant Date”).

1. Timing of Exercise. This Stock Option shall be immediately exercisable in full as of the Grant Date. This Stock Option shall remain exercisable until it expires on the tenth anniversary of the Grant Date, unless the Stock Option is sooner terminated as provided herein.

2. Sale of Issued Shares. In the event that the Optionee exercises the Stock Option prior to the fourth anniversary of the Grant Date, except as provided in Section 5 below, the shares of Capital Stock acquired upon such exercise (the "Issued Shares") may not be sold, assigned, transferred (including any transfer to the Company in payment of the option price or withholding taxes of any stock option), pledged, given away or in any other manner disposed of or encumbered, by the Optionee until the earliest to occur of: (a) the termination of the Optionee’s employment with the Company and its Subsidiaries by reason of Retirement (as defined in the Plan); (b) the termination of the Optionee’s employment with the Company and its Subsidiaries by reason of death; (c) the termination of the Optionee’s employment with the Company and its Subsidiaries by reason of Disability (as defined in the Plan); (d) the involuntary termination of the Optionee’s employment with the Company and its Subsidiaries by the Company and/or its Subsidiaries for any reason; (e) a Cessation Event Determination Date (as defined in Section 13 below); and (f) the fourth anniversary of the Grant Date (the earliest of such dates or events, the "Restriction Termination Date"). In order to effectuate the foregoing, upon the exercise of the Stock Option prior to the Restriction Termination Date and until the Restriction Termination Date, the Issued Shares shall, at the discretion of the Company, either be retained by the Company and/or shall bear a legend describing the restrictions on the sale of the Issued Shares as described herein.

3. Termination of Stock Option. If the Employee’s employment by the Company and its Subsidiaries terminates for any reason, other than death, Disability, or Retirement (as defined in the Plan and described below), the Stock Option may thereafter be exercised for a period of three (3) months from the date of termination of employment or the tenth anniversary of the Grant Date, if earlier.

a. Termination by Reason of Death. If the Employee’s employment by the Company and its Subsidiaries terminates by reason of death, the Stock Option may thereafter be exercised by the Optionee’s beneficiary for a period of five (5) years from the date of death or until the tenth anniversary of the Grant Date, if earlier.

Page 2 of 4

b. Termination by Reason of Disability or Retirement. If the Employee’s employment by the Company and its Subsidiaries has terminated by reason of Disability (as defined in the Plan), the Stock Option may thereafter be exercised for a period of five (5) years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier. If the Employee’s employment by the Company and its Subsidiaries has terminated by reason of Retirement (as defined in the Plan), the Stock Option may thereafter be exercised for a period of five (5) years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier.

4. Manner of Exercise. The Stock Option may be exercised in whole or in part by giving notice of exercise to the Company, or the Company’s designee, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods:

a. In cash, by check or other instrument acceptable to the Company;

b. In the form of shares of Capital Stock that the Employee has beneficially owned for more than six months and that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value (as defined in the Plan) on the exercise date; and

c. Delivery by a broker of cash, a check or other instrument payable and acceptable to the Company to pay the Stock Option purchase price; provided that in the event the Employee chooses to pay the Stock Option purchase price as provided, the Employee and the broker shall comply with such procedures and enter into such agreements of indemnity and such other agreements as the Company shall prescribe as a condition of such payment procedure.

Payment instruments will be received subject to collection.

Ownership of shares of Capital Stock to be purchased pursuant to the exercise of the Stock Option will be contingent upon receipt by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Plan, this Agreement and applicable provisions of law. In the event the Employee chooses to pay the purchase price by previously owned shares of Capital Stock through the attestation method only the net amount of shares shall be issued.

5. Stock Option Transferable in Limited Circumstances. The Stock Option, and, prior to the Restricted Termination Date, the Issued Shares, may be transferred to a family member, trust or charitable organization to the extent permitted by applicable law; provided that the transferee agrees in writing with the Company to be bound by the terms of this Agreement and the Plan. Except as permitted in the preceding sentence, the Stock Option, and, prior to the Restriction Termination Date, the Issued Shares, are not transferable otherwise than by will or by the laws of descent and distribution, and the Stock Option shall be exercisable during the Employee’s lifetime only by the Employee.

6. Stock Option Shares. The shares to be issued under the Plan are shares of the Capital Stock of the Company as constituted as of the date of this Agreement, subject to adjustment as provided in Section 3(b) of the Plan.

Page 3 of 4

7. Rights as a Stockholder. The Employee shall have the rights of a stockholder only as to shares of Capital Stock acquired upon exercise of the Stock Option and not as to any shares of Capital Stock covered by unexercised Stock Options. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such shares are acquired.

8. Tax Withholding. The Optionee hereby agrees that the exercise of this Stock Option or any installment thereof will not be effective, and no shares will become transferable to the Optionee, until the Optionee makes appropriate arrangements with the Company for such income and employment tax withholding as may be required of the Company under applicable United States federal, state or local law on account of such exercise. The Optionee may satisfy the obligation(s), in whole or in part, by electing (i) to make a payment to the Company in cash, by check or by other instrument acceptable to the Company, (ii) subject to the general or specific approval of the Compensation and Organization Committee of the Board of Directors of the Company (the "Committee"), to deliver to the Company a number of already-owned shares of Capital Stock having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share), or (iii) by any combination of (i) and (ii) and/or the procedures described in the following sentence. The Committee may also permit, in its sole discretion and in accordance with such procedures as it deems appropriate, the Optionee to have the Company withhold a number of shares which would otherwise be issued pursuant to this Stock Option having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share). The value of shares to be withheld or delivered (if permitted by the Committee) shall be based on the Fair Market Value of a share of Capital Stock as of the date the amount of tax to be withheld is to be determined.

9. Tax Status. The Stock Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

10. The Plan. The Stock Option is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control.

11. No Obligation to Exercise Stock Option. The grant and acceptance of the Stock Option imposes no obligation on the Employee to exercise it.

12. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Employee in employment.

13. Sale Event. Upon a determination by the Company that an event has occurred that will or is likely to result in a merger or similar reorganization which the Company will not survive or a sale of all or substantially all of the assets of the Company (a “Cessation Event”), the restrictions on the sale of the Issued Shares described in Section 2 above shall cease immediately (or as of the date which is 180 days preceding such Cessation Event, if later than such determination) (such date, the "Cessation Event Determination Date"). The occurrence of a Cessation Event shall cause this Stock Option to terminate, to the extent not then exercised, unless any surviving entity agrees to assume this Stock Option.

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14. Purchase Only for Investment. To insure the Company’s compliance with the U.S. Securities Act of 1933, as amended, the Employee agrees for himself or herself, the Employee’s legal representatives and estate, or other persons who acquire the right to exercise the Stock Option upon his or her death, that shares will be purchased in the exercise of the Stock Option for investment purposes only and not with a view to their distribution, as that term is used in the U.S. Securities Act of 1933, as amended, unless in the opinion of counsel to the Company such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act.

15. Governing Law. This Agreement and the Stock Option shall be governed by the laws of the Commonwealth of Massachusetts, U.S.A.

16. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Employee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

17. Beneficiary Designation. The Optionee may designate beneficiary(ies) to whom shall be transferred any rights under the Stock Option which survive the Optionee’s death. To obtain the beneficiary designation form, please go to the “Options and Equity Awards” section of the Schwab Equity Award Center website (http://equityawardcenter.schwab.com) after completing the login procedure and click on the “Review message” from your “employer” and then click on the “Equity Awards Beneficiary Designation Form”. Alternatively, you may request this beneficiary designation form by sending an e-mail to equityawardsadmin@rogerscorporation.com or calling the Office of the Corporate Secretary of Rogers Corporation at 800-227-6437 ext. 5566.

In the absence of an effective beneficiary designation, the Optionee acknowledges that any rights under the Stock Option which survive the Optionee’s death shall be rights of his or her estate.

By: Rogers Corporation

By clicking Accept below I hereby acknowledge receipt of the foregoing Stock Option and agree to its terms and conditions:

EX-10.AY

Page 1 of 4

Exhibit 10ay

ROGERS CORPORATION

2005 EQUITY COMPENSATION PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

(For Officers and Employees)

Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the “Plan”), Rogers Corporation (the “Company”) hereby grants to __________________ (the “Optionee”), a non-qualified stock option (the “Stock Option”) to purchase a maximum of __________ shares of capital stock of the Company (the “Capital Stock”) at the price of $ ______ per share, subject to the terms of this Agreement. The Stock Option is granted as of ______________________ (the “Grant Date”).

1. Timing of Exercise. Subject to Section 2 below, this Stock Option shall become exercisable as follows: if the Optionee continues in the employ of the Company or any Subsidiary, as determined pursuant to the Plan, the Stock Option will become exercisable on the second anniversary of the Grant Date as to the first one-third of the shares subject to the Stock Option, on the third anniversary of the Grant Date as to the second one-third, and on the fourth anniversary of the Grant Date as to the balance; except that upon the occurrence of a Sale Event (as defined in the Plan) or for the reasons stated in Sections 2(a) or 2(b) below, this Stock Option shall become fully exercisable. This Stock Option shall remain exercisable until it expires on the tenth anniversary of the Grant Date, unless the Stock Option is sooner terminated as provided herein.

2. Termination of Stock Option. If the Optionee’s employment by the Company and its Subsidiaries terminates for any reason, other than death, Disability, or Retirement (as defined in the Plan and described below), the Stock Option may thereafter be exercised, to the extent it was exercisable on the date of termination of employment, for a period of three months from the date of termination of employment or the tenth anniversary of the Grant Date, if earlier.

a. Termination by Reason of Death. If the Optionee’s employment by the Company and its Subsidiaries terminates by reason of death, the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised by the Optionee’s beneficiary for a period of five years from the date of death or until the tenth anniversary of the Grant Date, if earlier.

b. Termination by Reason of Disability or Retirement. If the Optionee’s employment by the Company and its Subsidiaries terminates by reason of Disability (as defined in the Plan), the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised for a period of five years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier. If the Optionee’s employment by the Company and its Subsidiaries terminates by reason of Retirement (as defined in the Plan), the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised for a period of five years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier.

Page 2 of 4

3. Manner of Exercise. This Stock Option may be exercised in whole or in part by giving written or electronic notice of exercise to the Company or the Company’s designee designated to accept such notices specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods:

a. In cash, by check, or by other instrument acceptable to the Company;

b. In Capital Stock (either actually or by attestation) valued at its Fair Market Value (as defined in the Plan) as of the date of exercise; or

c. By a combination of (a) and (b).

The Optionee may also deliver to the Company or the Company’s designee a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash, a check or other instrument acceptable to the Company to pay the purchase price; provided that the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment. Payment instructions will be received subject to collection.

Ownership of shares of Capital Stock to be purchased pursuant to the exercise of the Stock Option will be contingent upon receipt by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Plan, this Agreement and applicable provisions of law. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Capital Stock through the attestation method, only the net amount of shares shall be issued.

4. Stock Option Transferable in Limited Circumstances. This Stock Option may be transferred to a family member, trust or charitable organization to the extent permitted by applicable law; provided that the transferee agrees in writing with the Company to be bound by the terms of this Agreement and the Plan. Except as permitted in the preceding sentence, the Stock Option is not transferable otherwise than by will or by the laws of descent and distribution, and this Stock Option shall be exercisable during the Optionee’s lifetime only by the Optionee.

5. Stock Option Shares. The shares to be issued under the Plan are shares of the Capital Stock of the Company as constituted as of the date of this Agreement, subject to adjustment as provided in Section 3(b) of the Plan.

6. Sale Event. The occurrence of a Sale Event (as defined in the Plan) shall cause this Stock Option to terminate, to the extent not then exercised, unless any surviving entity agrees to assume this Stock Option.

7. Rights as a Shareholder. The Optionee shall have the rights of a shareholder only as to shares of Capital Stock acquired upon exercise of the Stock Option and not as to any shares of Capital Stock covered by unexercised Stock Options. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such shares are acquired.

8. Tax Withholding. The Optionee hereby agrees that the exercise of this Stock Option or any installment thereof will not be effective, and no shares will become transferable to the Optionee, until the Optionee makes appropriate arrangements with the Company for such income and employment tax withholding as may be required of the Company under applicable United States federal, state or local law on account of such exercise. The Optionee may satisfy the obligation(s), in whole or in part, by electing (i) to make a payment to the Company in cash, by check or by other instrument acceptable to the Company, (ii) subject to the general or specific approval of the Compensation and Organization Committee of the Board of Directors of the Company (the “Committee”), to deliver to the Company a number of already-owned shares of Capital Stock having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share), or (iii) by any combination of (i) and (ii) and/or the procedures described in the following sentence. The Committee may also permit, in its sole discretion and in accordance with such procedures as it deems appropriate, the Optionee to have the Company withhold a number of shares which would otherwise be issued pursuant to this Stock Option having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share). The value of shares to be withheld or delivered (if permitted by the Committee) shall be based on the Fair Market Value of a share of Capital Stock as of the date the amount of tax to be withheld is to be determined.

Page 3 of 4

9. Tax Status. The Stock Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

10. The Plan. The Stock Option is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

11. No Obligation to Exercise Stock Option. The grant and acceptance of the Stock Option imposes no obligation on the Optionee to exercise it.

12. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment.

13. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

14. Purchase Only for Investment. To insure the Company’s compliance with the Securities Act of 1933, as amended, the Optionee agrees for himself or herself, the Optionee’s legal representatives and estate, or other persons who acquire the right to exercise the Stock Option upon his or her death, that shares will be purchased in the exercise of the Stock Option for investment purposes only and not with a view to their distribution, as that term is used in the Securities Act of 1933, as amended, unless in the opinion of counsel to the Company such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act.

15. Governing Law.  This Agreement and the Stock Option shall be governed by the laws of the Commonwealth of Massachusetts, United States of America.

16. Beneficiary Designation. The Optionee may designate beneficiary(ies) to whom shall be transferred any rights under the Stock Option which survive the Optionee’s death. To obtain the beneficiary designation form, please go to the “Options and Equity Awards” section of the Schwab Equity Award Center website (http://equityawardcenter.schwab.com/) after completing the login procedure and click on the “Review message” from your “employer” and then click on the “Equity Awards Beneficiary Designation Form”. Alternatively, you may request this beneficiary designation form by sending an e-mail to equityawardsadmin@rogerscorporation.com or calling the Office of the Corporate Secretary of Rogers Corporation at 800-227-6437 ext. 5566.

Page 4 of 4

In the absence of an effective beneficiary designation, the Optionee acknowledges that any rights under the Stock Option which survive the Optionee’s death shall be rights of his or her estate.

By: Rogers Corporation

By clicking Accept below I hereby acknowledge receipt of the foregoing Stock Option and agree to its terms and conditions:

EX-10.AZ

Page 1 of 4

Exhibit 10az

ROGERS CORPORATION

2005 EQUITY COMPENSATION PLAN

INCENTIVE STOCK OPTION AGREEMENT

Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the “Plan”), Rogers Corporation (the “Company”) hereby grants to ________________ (the “Optionee”), an incentive stock option (the “Stock Option”) to purchase a maximum of __________ shares of capital stock of the Company (the “Capital Stock”) at the price of $ _______per share, subject to the terms of this Agreement. The Stock Option is granted as of __________________________ (the “Grant Date”).

1. Timing of Exercise. Subject to Section 2 below, this Stock Option shall become exercisable as follows: if the Optionee continues in the employ of the Company or any Subsidiary, as determined pursuant to the Plan, the Stock Option will become exercisable on the second anniversary of the Grant Date as to the first one-third of the shares subject to the Stock Option, on the third anniversary of the Grant Date as to the second one-third, and on the fourth anniversary of the Grant Date as to the balance; except that upon the occurrence of a Sale Event (as defined in the Plan) or for the reasons stated in Sections 2(a) or 2(b) below, this Stock Option shall become fully exercisable. This Stock Option shall remain exercisable until it expires on the tenth anniversary of the Grant Date, unless the Stock Option is sooner terminated as provided herein.

2. Termination of Stock Option. If the Optionee’s employment by the Company and its Subsidiaries terminates for any reason, other than death, Disability, or Retirement (as defined in the Plan and described below), the Stock Option may thereafter be exercised, to the extent it was exercisable on the date of termination of employment, for a period of three months from the date of termination of employment or the tenth anniversary of the Grant Date, if earlier.

a. Termination by Reason of Death. If the Optionee’s employment by the Company and its Subsidiaries terminates by reason of death, the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised by the Optionee’s beneficiary for a period of five years from the date of death or until the tenth anniversary of the Grant Date, if earlier.

b. Termination by Reason of Disability or Retirement. If the Optionee’s employment by the Company and its Subsidiaries terminates by reason of Disability (as defined in the Plan), the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised for a period of five years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier. If the Optionee’s employment by the Company and its Subsidiaries terminates by reason of Retirement (as defined in the Plan), the Stock Option shall become immediately vested and exercisable in full and may thereafter be exercised for a period of five years from the date of such termination of employment or until the tenth anniversary of the Grant Date, if earlier.

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3. Manner of Exercise. This Stock Option may be exercised in whole or in part by giving written or electronic notice of exercise to the Company or the Company’s designee designated to accept such notices specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods:

a. In cash, by check, or by other instrument acceptable to the Company;

b. In Capital Stock (either actually or by attestation) valued at its Fair Market Value (as defined in the Plan) as of the date of exercise; or

c. By a combination of (a) and (b).

The Optionee may also deliver to the Company or the Company’s designee a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash, a check or other instrument acceptable to the Company to pay the purchase price; provided that the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment. Payment instructions will be received subject to collection.

Ownership of shares of Capital Stock to be purchased pursuant to the exercise of the Stock Option will be contingent upon receipt by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Plan, this Agreement and applicable provisions of law. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Capital Stock through the attestation method, only the net amount of shares shall be issued.

4. Stock Option Not Transferable. This Stock Option is not transferable otherwise than by will or by the laws of descent and distribution, and this Stock Option shall be exercisable during the Optionee’s lifetime only by the Optionee.

5. Stock Option Shares. The shares to be issued under the Plan are shares of the Capital Stock of the Company as constituted as of the date of this Agreement, subject to adjustment as provided in Section 3(b) of the Plan.

6. Sale Event. The occurrence of a Sale Event (as defined in the Plan) shall cause this Stock Option to terminate, to the extent not then exercised, unless any surviving entity agrees to assume this Stock Option.

7. Rights as a Stockholder. The Optionee shall have the rights of a shareholder only as to shares of Capital Stock acquired upon exercise of the Stock Option and not as to any shares of Capital Stock covered by unexercised Stock Options. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such shares are acquired.

8. Tax Withholding. The Optionee hereby agrees that the exercise of this Stock Option or any installment thereof will not be effective, and no shares will become transferable to the Optionee, until the Optionee makes appropriate arrangements with the Company for such income and employment tax withholding as may be required of the Company under applicable United States federal, state or local law on account of such exercise. The Optionee may satisfy the obligation(s), in whole or in part, by electing (i) to make a payment to the Company in cash, by check or by other instrument acceptable to the Company, (ii) subject to the general or specific approval of the Compensation and Organization Committee of the Board of Directors of the Company (the “Committee”), to deliver to the Company a number of already-owned shares of Capital Stock having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share), or (iii) by any combination of (i) and (ii) and/or the procedures described in the following sentence. The Committee may also permit, in its sole discretion and in accordance with such procedures as it deems appropriate, the Optionee to have the Company withhold a number of shares which would otherwise be issued pursuant to this Stock Option having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share). The value of shares to be withheld or delivered (if permitted by the Committee) shall be based on the Fair Market Value of a share of Capital Stock as of the date the amount of tax to be withheld is to be determined.

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9. Tax Status. The Stock Option is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, but the Company does not represent or warrant that the Stock Option qualifies as such. The Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be made of any shares of Capital Stock acquired upon the exercise of the Stock Option within the one-year period beginning on the day after the day of the transfer of such shares to him or her, nor within the two-year period beginning on the day after the Grant Date. The Optionee further understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, the Stock Option must be exercised within (a) three months of the date of termination of employment in the case of termination by reason other than the Optionee’s death or Disability, or (b) one year from the date of termination of employment in the case of termination by reason of Disability.

If the Optionee intends to dispose or does dispose (whether by the sale, gift, transfer or otherwise) of any such shares within said periods, he or she will notify the Company or the Company’s designee within 30 days after such disposition. In addition, Stock Options granted under the Plan (and any other plan maintained by the Company or any subsidiary or parent corporation) representing no more than $100,000 of the aggregate Fair Market Value of shares of Capital Stock (determined as of the time of grant) may become exercisable for the first time by the Optionee during any calendar year and be treated as incentive stock options under Section 422 of the Code.

In the event that the Stock Option, or any portion thereof, shall for any reason fail to qualify as an incentive stock option under Section 422 of the Code, it shall thereafter be treated, to the extent of such failure, as a non-qualified stock option granted under the Plan.

10. The Plan. The Stock Option is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

11. No Obligation to Exercise Stock Option. The grant and acceptance of the Stock Option imposes no obligation on the Optionee to exercise it.

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12. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment.

13. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

14. Purchase Only for Investment. To insure the Company’s compliance with the Securities Act of 1933, as amended, the Optionee agrees for himself or herself, the Optionee’s legal representatives and estate, or other persons who acquire the right to exercise the Stock Option upon his or her death, that shares will be purchased in the exercise of the Stock Option for investment purposes only and not with a view to their distribution, as that term is used in the Securities Act of 1933, as amended, unless in the opinion of counsel to the Company such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act.

15. Governing Law. This Agreement and the Stock Option shall be governed by the laws of the Commonwealth of Massachusetts, United States of America.

16. Beneficiary Designation. The Optionee may designate beneficiary(ies) to whom shall be transferred any rights under the Stock Option which survive the Optionee’s death. To obtain the beneficiary designation form, please go to the “Options and Equity Awards” section of the Schwab Equity Award Center website (http://equityawardcenter.schwab.com/) after completing the login procedure and click on the “Review message” from your “employer” and then click on the “Equity Awards Beneficiary Designation Form”. Alternatively, you may request this beneficiary designation form by sending an e-mail to equityawardsadmin@rogerscorporation.com or calling the Office of the Corporate Secretary of Rogers Corporation at 800-227-6437 ext. 5566.

In the absence of an effective beneficiary designation, the Optionee acknowledges that any rights under the Stock Option which survive the Optionee’s death shall be rights of his or her estate.

By: Rogers Corporation

By clicking Accept below I hereby acknowledge receipt of the foregoing Stock Option and agree to its terms and conditions: