SCHEDULE 14A
                               (RULE(Rule 14a-101)
                  INFORMATION REQUIRED IN PROXY STATEMENT
                         SCHEDULE 14A INFORMATION
        PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a) OF THE SECURITIES
                      EXCHANGE ACT OFof the Securities
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ROGERS CORPORATION
        (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                              ROBERT M. SOFFER
           (NAME OF PERSON(S) FILING PROXY STATEMENT)_____________________________ROGERS CORPORATION______________________________

             (Name of Registrant as Specified in Its Charter)

_____________________________________________________________________________
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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X_X_  $125 per Exchange Act RuleRules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)14a-6(i)(2).

_
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  state how it was determined. ____________________________________________________________





                            ROGERS CORPORATION

                       NOTICE OF 19951996 ANNUAL MEETING

                              PROXY STATEMENT




                              March 13, 199511, 1996


Rogers Corporation
One Technology Drive
P.O. Box 188
Rogers, Connecticut 06263-0188
(203)(860) 774-9605


Dear Stockholder:

We extend a cordial invitation for you to attend the Corporation's  
Annual Meeting of Stockholders on Tuesday, April 18, 1995,16, 1996, at 
10:0030 A.M. in the Boardroom on the 26th floor of Fleet Bank (formerly  
the Shawmut Bank building), in Boston, Massachusetts, at the Goodwin,
Procter & Hoar Conference Center, Exchange Place (2nd floor) at
the corner of State and Congress Streets.777 Main Street, Hartford, Connecticut.

The only formal action expected this year is the election of Directors.
Following the meeting formalities, there will be reports about the
Corporation's current operations and future prospects.  We will welcome
your questions and comments.

Whether or not you plan to attend, it is important that your shares be
represented at this meeting.  Please complete, sign, date and return the
proxy card in the enclosed envelope.  Should you be able to attend --
and we hope you do -- we will be happy to have you vote in person.

               Sincerely,




               Harry H. Birkenruth
               President and
               Chief Executive Officer

                                     1




NOTICE OF ANNUAL MEETING


The Annual Meeting of Stockholders of Rogers Corporation, a Massachusetts 
corporation, will be held on Tuesday, April 18,
1995,16, 1996, at 10:0030 A.M. 
in Boston, Massachusetts, at the Goodwin,
Procter & Hoar Conference Center, Exchange Place (2nd floor) atBoardroom on the corner26th floor of State and Congress Streets,Fleet Bank (formerly the Shawmut  
Bank building), 777 Main Street, Hartford, Connecticut, for the following
purposes:

1.  To fix the number of and to elect a Board of Directors for the ensuing
    year.

2.  To transact such other business as may properly come before the 
    meeting.

Stockholders entitled to receive notice of and to vote at the meeting are
determined as of the close of business on February 21, 1995,20, 1996, the record
date fixed by the Board of Directors for such purpose.


                      By Order of the Board of Directors

                           Robert M. Soffer, Clerk

                               March 13, 199511, 1996



________________________________________________________________________

Stockholders are requested to complete, sign and date the enclosed proxy
card and send it by return mail in the enclosed envelope.  Proxies are
revocable, and any stockholder may withdraw his or her proxy and vote in
person at the meeting.

                                     2




Proxy Statement

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


March 13, 199511, 1996


This proxy statement is furnished in connection with the solicitation  
of proxies by the Board of Directors of Rogers Corporation for the  
Annual Meeting of Stockholders to be held on Tuesday, April 18, 1995,16, 1996,  
at 10:0030 A.M. in the Boardroom on the 26th floor of Fleet Bank
(formerly the Shawmut Bank building), in Boston, Massachusetts,
at the Goodwin, Procter & Hoar Conference Center, Exchange Place
(2nd floor) at the corner of State and Congress Streets.777 Main Street, Hartford, 
Connecticut.

Stockholders of record as of the close of business on February 21, 1995,20, 1996,
are entitled to vote at the meeting and any adjournment thereof.  As of
that date, 3,529,0537,135,890 shares of Capital Stock of the Corporation were
outstanding.  Stockholders are entitled to one vote for each share owned.
Execution of a proxy will not in any way affect a stockholder's right  
to attend the meeting and vote in person.  Any stockholder submitting 
a proxy has the right to revoke it any time before it is exercised.

The persons named in the enclosed proxy are both officers of the 
Corporation, and Harry H. Birkenruth is also a Director.  If a properly
executed proxy is submitted and no instructions are given, the proxy  
will be voted:  FOR fixing the number of Directors for the ensuing year 
at nine and FOR the election of the nominees to the Board of Directors 
shown on the next page under the heading "Nominees for Director" 
(except for any nominee or nominees as to whom authority is withheld).

Abstentions and broker non-votes will be counted as present for purposes 
of determining the existence of a quorum at the Annual Meeting.  
Abstentions will be treated as shares present and entitled to vote 
for purposes of any matter requiring the affirmative vote of a majority 
or other proportion of the shares present and entitled to vote.  With 
respect to shares relating to any proxy as to which a broker non-vote is 
indicated on a proposal, those shares will not be considered present and 
entitled to vote with respect to any such proposal.  With respect to any 
matter brought before the Annual Meeting requiring the affirmative vote 
of a majority or other proportion of all outstanding shares, an abstention 
or non-vote will have the same effect as a vote against the matter being 
voted upon.

No matters other than those set forth in the Notice of Annual Meeting  
on the preceding page are expected to be presented at the meeting.  If
any other matter should be presented at the meeting upon which a vote 
properly may be taken, shares represented by all proxies received will 
be voted with respect thereto in accordance with the judgment of the 
persons named as proxies.

An Annual Report containing financial statements is enclosed with, but 
not as a part of, this proxy statement.

                                     3




PROPOSAL 1:  ELECTION OF DIRECTORS

The Directors of the Corporation are elected annually and hold office 
until the next Annual Meeting of Stockholders and thereafter until their
successors have been elected and qualified.  The Board of Directors knowhas
been advised that each nominee will serve if elected.  In the event  
that any of no reason why any nomineethese nominees should be unable or unwilling to serve, but if such should be the
case,become unavailable for election,  
proxies will be voted for the election of such other person, or for 
fixing the number of Directors at a lesser number, as the Board of 
Directors may recommend.  All of the nominees are currently Directors 
of the Corporation and were elected to their present term of office at 
the Annual Meeting of Stockholders held on April 28, 1994.18, 1995.

NOMINEES FOR DIRECTOR

                        Age and Year   Positions     Principal Occupation
                        First Became   Now Held      Occupation and Other
Name                    Director       With Rogers   Other Directorships
- ------------------------------------------------------------------------------__________________________________________________________________________

Leonid V. Azaroff       6869 - 1976      Director      Professor Emeritus, 
                                                     Institute of Materials 
                                                     Science, University of 
                                                     Connecticut

- ------------------------------------------------------------------------------
Leonard M. Baker        6061 - 1994      Director      Vice President, 
                                                     Technology, Praxair, 
                                                     Inc.

- ------------------------------------------------------------------------------
Wallace Barnes          6869 - 1983      Director      Chairman, Director,
                                                     Rohr, Inc.; Chairman, 
                                                     Director, Retired Chief 
                                                     Executive Officer, 
                                                     Barnes Group, Inc.;
                                                     Director, Aetna Life &
                                                     Casualty; Director,
                                                     Loctite Corporation;
                                                    Chairman, Director, Rohr,
                                                    Inc.
- ------------------------------------------------------------------------------Corporation

Harry H. Birkenruth     6364 - 1964      President;    President, Chief
                                       Director      Executive
                                      Director Officer 
                                                     Rogers Corporation

- -------------------------------------------------------------------------------
Mildred S. Dresselhaus  6465 - 1986      Director      Institute Professor,
                                                     Massachusetts Institute 
                                                     of Technology

- -------------------------------------------------------------------------------
Donald J. Harper        6768 - 1986      Director      Retired Chairman and 
                                                     Chief Executive Officer,
                                                     Insilco Corporation;
                                                     Director, Okay
                                                     Industries, Inc.

- -------------------------------------------------------------------------------
Gregory B. Howey        5253 - 1994      Director      President, Director,   
                                                     Okay Industries, Inc.

- -------------------------------------------------------------------------------
Leonard R. Jaskol       5658 - 1992      Director      Chairman, Director,
                                                     President, Chief 
                                                     Executive Officer,
                                                     Lydall, Inc.; Director, 
                                                     Eastern Enterprises

- -------------------------------------------------------------------------------
William E. Mitchell     51 - 1994      Director      President, Director,
                                                     Chief ExecutiveOperating
                                                     Officer, Nashua
                                                    Corporation
- -------------------------------------------------------------------------------Sequel, Inc.
                                                     
The Board of Directors recommends a vote FOR fixing the number of 
Directors for the ensuing year at nine (which requires approval of a 
majority of the shares of Capital Stock present or represented and 
entitled to vote at the meeting) and FOR the election of the above named  
nominees.  Such individuals will be elected as Directors upon approval 
of a plurality of the votes cast at the 19951996 Annual Meeting of
Stockholders.

                                     4




STOCK OWNERSHIP OF MANAGEMENT

The following table sets forth information regarding ownership of the
Corporation's Capital Stock as of February 1, 1995,1996, by each of the 
current Directors and executive officers named in the Summary Compensation  
Table (the "Named Executive Officers") and by all such individuals and  
other executive officers as a group.


                         Amount and Nature of Beneficial Ownership
                                -----------------------------------Ownership(1)
                         --------------------------------------------
                                             Acquirable
Name of Person             Currently         Within 60      Percent
or Group                   Owned             Days(1)Days(2)        of Class
- ----------------------------------------------------------------------------------------------------------------------------------------
Leonid V. Azaroff           3,000(2)(3)   5,0964,952(3)(4)        10,768           *
Leonard M. Baker            292           1341,136                 844           *
Wallace Barnes              1,359           2013,270                 978           *
Harry H. Birkenruth        30,142        18,733       1.3863,633              54,633         1.65
Mildred S. Dresselhaus      3,559           2017,670                 978           *
Donald J. Harper            1,000(3)        2012,000(4)              978           *
Aarno A. Hassell           6,161        12,50012,369              32,333           *
Gregory B. Howey            292           1341,136                 844           *
Leonard R. Jaskol           1,359           2013,270                 978           *
Bruce G. Kosa               2,066(2)      4,5504,178(3)           14,878           *
William E. Mitchell         292           2921,136                 844           *
John A. Richie                300         3,000660               8,666           *
Robert D. Wachob            3,755(2)      9,3337,557              26,932           *

Directors and Executive
Officers as a Group
1514 Persons                53,737        63,992       3.28
- -------------------------------------------------------------------113,528             177,819         3.98

(1)  Amounts have been adjusted for the July 1995 2-for-1 stock split.

(2)  Represents shares which may be acquired under options exercisable
     within the 60 days immediately following February 1, 1995.

(2)1996.
     
(3)  Dr. Azaroff and Mr. Kosa and Mr. Wachob own, respectively, 900, 1,500,400 and 2,7623,070 shares,
     included above, as to which investment and voting power is shared.

(3)shared  
     with others.

(4)  Dr. Azaroff and Mr. Harper each deferred 359718 shares of 1994 stock
     compensation, which is not included.included above.  Mr. Harper also deferred
     552 shares of 1995 stock compensation, which is not included above.

   *  Less than 1% of outstanding Capital Stock.

                                     5




BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF THE CORPORATION'S STOCK

The following table sets forth information as to the beneficial ownership
of each person known to the Corporation to own more than 5% of the 
outstanding Capital Stock.

                                      Shares            Percent
Name and Address                      Beneficially      of
of Beneficial Owner                   Owned (1)         Class (1)(2)
- ------------------------------------------------------------------------------------                   ---------         ---------

Capital Research and                  220,000440,000            6.2
Management Company (2)(3)
333 South Hope Street
Los Angeles, California  90071

Orion Capital Corporation            201,800              5.7
600 Fifth Avenue
New York, New York  10020The Prudential Investment Advisors(3)    266,300              7.5
751 Broad StreetInsurance
Company of America (4)                639,800            9.0
Prudential Plaza
Newark, New Jersey  0710107102

State Farm Mutual Automobile          200,000              5.7400,000            5.6
Insurance Company
One State Farm Plaza
Bloomington, Illinois  61710

Westport Asset Management, Inc.      324,200(4)           8.9(4)(5)    883,800           12.0
253 Riverside Avenue
Westport, Connecticut  06880



- ----------------------------------------------------------------

(1)  Amounts have been adjusted for the July 1995 2-for-1 stock split.

(2)  The Corporation has only one class of stock, its Capital Stock.

(2)(3)  Capital Research and Management Company, a registered investment
     advisor and an operating subsidiary of The Capital Group Companies,
     Inc., exercises investment discretion with respect to 220,000 shares, or 6.2% of outstanding440,000 shares
     which were owned by various institutional investors.  Said subsidiary
     has no power to direct the vote of such shares.
     
(3) Prudential Investment Advisors is an investment subsidiary of
    the(4)  The Prudential Insurance Company of America.

(4)America has sole voting and 
     investment power with respect to 375,700 shares, and shared voting 
     and investment power with respect to 264,100 shares.  All such shares  
     are held for the benefit of Prudential's clients.
     
(5)  Westport Asset Management, Inc. is, a registered investment advisor,  
     which exerciseshas sole voting and investment discretion over all suchpower with respect to 2,100 of the  
     shares which are beneficially owned by several institutional
    investors.listed above, and has shared voting and investment power 
     with respect to 681,700 shares.  Included in the stated number of  
     shares and percent of ownership are 100,000200,000 shares which may be  
     acquired by exercise of warrants.  All shares are held in certain  
     discretionary managed accounts, except for 2,100 shares which are 
     owned by officers and stockholders of Westport Asset Management, Inc.

                                     6




BOARD OF DIRECTORS

MEETINGS; CERTAIN COMMITTEES

The Board of Directors of the Corporation, which held six meetings during
1994,1995, has five committees, including an Audit Committee and a Compensation
and Organization Committee.  There is no nominating committee.  All
Directors attended more than 75 percent ofin the  aggregate of the total
number of meetings in 19941995 of the Board and the committees on which each
such Director served, except for Donald J. Harper,Mr. Jaskol, who did not do so due to an
illness.attended two-thirds of
such meetings.

The Audit Committee held two meetings in 1994,1995, and has among its functions
making recommendations with respect to the selection of the independent
auditors of the Corporation, meeting with the independent auditors to
review the scope, accuracy and results of the audit, and making inquiries
as to the adequacy of the Corporation's accounting, financial and operating
controls.  Dr. Azaroff is chairperson of the Audit Committee, with Dr.
Baker and Mr. Jaskol as members.

The Compensation and Organization Committee held four meetings in 1994,1995,
and has among its functions reviewing the salary system to ensure external
competitiveness and internal consistency, and reviewing incentive 
compensation plans to ensure that they continue to be effective incentive
and reward systems.  The Compensation and Organization Committee also 
determines the President's compensation and approves or disapproves the
President's recommendations with respect to the compensation of executive
officers who normally report to him.the President.  Mr. Barnes is chairperson
of the Compensation and Organization Committee, with Messrs. Harper and
Jaskol as members.

DIRECTORS' COMPENSATION

For 1994,1995, each Director who was not an employee of the Corporation earned
an annual retainer of $13,500, $1,050 for each Board meeting attended and
$1,250 or $800 for each committee meeting attended, the amount varying by
capacity as chairperson or as a member.

Pursuant to the 1994 Stock Compensation Plan, the retainer fee for non-employeenon-
employee Directors will be paid semiannuallysemi-annually in shares of the 
Corporation's Capital Stock, with the number of shares of stock granted
based on its then fair market value.  Stock options also are granted to 
non-employee Directors twice a year.  The number of shares in each 
six-month period for which stock options are granted is determined by 
dividing $6,750 (half of the annual non-employee director retainer fee 
at the time the plan was established) by the fair market value of a share 
of the Corporation's Capital Stock as of the date of grant.  Existing 
stock options issued under this plan are exercisable within a period of 
ten years from date of grant.

Pursuant to the Corporation's Voluntary Deferred Compensation Plan for 
Non-Employee Directors, such individuals may 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 the Corporation's Capital Stock.

                                     In January of 1994, Dr. Azaroff received a stock option grant for
552 shares pursuant to the 1988 Stock Option Plan which was in
effect for Directors in 1993.  Under this plan, each non-employee
Director could have elected annually to receive all or part of
his or her annual retainer and fees in the form of a non-
qualified stock option.  Such Director's options had a price per
share equal to $1.00 and would be granted each July and January
with respect to the waived amount of compensation earned for the
immediately preceding six full calendar months.  The number of
shares subject to a Director's option was determined by dividing
the waived amount of the Director's prorated annual retainer and
fees applicable to the six-month period by the difference between
the fair market value of a share of Capital Stock as of the date
of grant and $1.00.


                                7




EXECUTIVE COMPENSATION

The tables, graphsgraph and narrative on pages 8 through 14 of this Proxy 
Statement set forth certain compensation information about the 
Corporation's Chief Executive Officer and its other four most highly
compensated executive officers.  The Corporation does not presently have
any Long-Term Incentive Plans and did not reprice any stock options (as
defined by the executive compensation reporting rules of the Securities 
and Exchange Commission).  Therefore, no corresponding tables are
provided.




SUMMARY COMPENSATION TABLE
Long-Term Compensation Annual Compensation Awards ------------------------------- ------------ Other Stock All Name and Annual Options Other Principal Compen- (Number of Compen- Position Year Salary Bonus sation Shares) sation - ------------------------------------------------------------------------------------------- Harry H. Birkenruth 1994 $260,000 $210,862 $13,475 15,000 $8,035 President and Chief 1993 226,600 335,350 12,122 24,000 6,642 Executive Officer 1992 210,310 0 35,749 10,000 6,503 Robert D. Wachob 1994 140,000 86,598 5,000 1,500 Vice President, 1993 125,660 102,184 9,000 781 Sales & Marketing 1992 122,000 0 3,400 553 Aarno A. Hassell 1994 137,000 58,029 3,988 4,000 3,241 Vice President, 1993 130,810 61,397 3,588 8,000 2,510 Market and Venture 1992 127,000 0 3,212 3,000 2,316 Development Bruce G. Kosa 1994 108,568 40,833 3,500 1,363 Vice President, Technology John A. Richie 1994 93,775 47,000 3,500 1,477 Vice President, Human Resources - ------------------------------------------------------------------------------------------- Includes perquisites and other personal benefits, unless the aggregate amount of such compensation is the lesser of either $50,000 or 10% of the total of annual salary and bonus reported for the Named Executive Officer. The stated amounts are the Corporation's matching contributions to the Rogers Employee Savings and Investment Plan, a 401(k) plan, and in the case of Mr. Birkenruth and Mr. Hassell, the Corporation's payments on whole life insurance policies owned by the named individual. Mr. Birkenruth became President and Chief Executive Officer in April, 1992. Represents the above-market interest rate on deferred compensation that exceeds 120% of the applicable federal long- term rate. Includes a 5,000 share grant of stock valued at $108,750 in the case of Mr. Birkenruth and a 1,000 share grant of stock valued at $21,750 in the case of Mr. Wachob. These one-time discretionary bonuses are not considered part of a Long-Term Incentive Plan. Includes a personal car allowance of $12,532, personal tax and financial planning assistance of $12,367 and $10,850 of above-market interest on deferred compensation that exceeds 120% of the applicable federal long-term rate. SUMMARY COMPENSATION TABLE Long-Term Compensation Annual Compensation Awards ----------------------------- ---------- Other Stock All Name and Annual Options Other Principal Compen- (Number of Compen- Position Year Salary Bonus sation(1) Shares)(2) sation(3) - -------------------------------------------------------------------------------- Harry H. Birkenruth 1995 $308,942 $304,920 $18,539(4) 35,000 $7,918 President and Chief 1994 260,000 210,862 15,553(4) 30,000 8,035 Executive Officer 1993 226,600 335,350(5) 12,122(4) 48,000 6,642 Robert D. Wachob 1995 152,019 105,758 10(4) 15,000 2,400 Vice President, 1994 140,000 86,598 10,000 1,500 Sales and Marketing 1993 125,660 102,184(5) 18,000 781 Aarno A. Hassell 1995 141,231 60,000 4,465(4) 6,000 4,141 Vice President, 1994 137,000 58,029 3,988(4) 8,000 3,241 Market and Venture 1993 130,810 61,397 3,588(4) 16,000 2,510 Development Bruce G. Kosa 1995 115,038 55,000 7,000 2,400 Vice President, 1994 108,568 40,833 7,000 1,363 Technology(6) John A. Richie 1995 101,442 60,000 7,000 2,280 Vice President, 1994 93,775 47,000 7,000 1,477 Human Resources(6) (1) Excludes perquisites and other personal benefits because the aggregate amount of such compensation is the lesser of either $50,000 or 10% of the total of annual salary and bonus reported for the Named Executive Officer. (2) The 1993 and 1994 share amounts have been doubled to adjust for the July 1995 2-for-1 stock split. (3) The stated amounts are the Corporation's matching contributions to the Rogers Employee Savings and Investment Plan, a 401(k) plan, and in the case of Mr. Birkenruth and Mr. Hassell, the Corporation's payments on whole life insurance policies owned by the named individual. (4) In the case of Mr. Birkenruth and Mr. Hassell, the stated amounts include "above-market" interest earned on deferred compensation to the extent the rate of interest exceeds 120% of the applicable federal long- term rate. In 1994 and 1995 for Mr. Birkenruth, and in 1995 for Mr. Wachob, the amounts include the reimbursement of taxes on nonqualified defined benefit pension plan accruals. (5) Includes a grant of stock valued at $108,750 in the case of Mr. Birkenruth and a grant of stock valued at $21,750 in the case of Mr. Wachob. These one-time discretionary bonuses are not considered part of a Long-Term Incentive Plan. (6) Neither Mr. Kosa nor Mr. Richie were executive officers prior to 1994.
8 STOCK OPTION/SAR GRANTS IN LAST FISCAL YEAR (1) Individual Grants (2) ---------------------------------------------------__________________________________________________ Number of % of Total Securities Options/SARs Exercise Grant Underlying Granted to Price GrantExpira- Date Options/ Employees in Per Expirationtion Present Name SARs Granted Fiscal Year Share Date Value(3) - --------------------------------------------------------------------------------________________________________________________________________________________ Harry H. Birkenruth 15,000 14.0% $35.3835,000 20.4% $23.50 10/18/04 $306,30019/05 $467,950 Robert D. Wachob 5,000 4.7 35.3815,000 8.8 23.50 10/18/04 102,10019/05 200,550 Aarno A. Hassell 4,000 3.7 35.386,000 3.5 23.50 10/18/04 81,68019/05 80,220 Bruce G. Kosa 3,500 3.3 35.387,000 4.1 23.50 10/18/04 71,47019/05 93,590 John A. Richie 3,500 3.3 35.387,000 4.1 23.50 10/18/04 71,470 - --------------------------------------------------------------------------------19/05 93,590 ________________________________________________________________________________ (1) The Corporation does not presently have a "stock appreciation rights" (SAR) plan. These grants were made after the Corporation's July 1995 2-for-1 stock split. (2) These stock options become exercisable in one-third increments on the second, third and fourth anniversary dates of the grant. These options expire ten years after the date of grant, or earlier due to termination of employment, death, or retirement. (3) Black-Scholes Assumption Disclosure The estimated grant date present value reflected in the above table is determined using the Black-Scholes model. The material assumptions and adjustments incorporated into the Black-Scholes model in estimating the value of the options reflected in the above table include the following: .- An exercise price on the option of $35.38,$23.50, equal to the fair market value of the underlying stock as of the date of grant; .- An option term of ten years; .- An interest rate of 7.746.04 percent, representing the interest rate on a U.S. Treasury security with a maturity date corresponding to that of the option term; .- Volatility of 23.71231.584 percent, calculated using daily stock prices for the one-year period prior to the grant date; and .- Dividends at the rate of $0.00 per share, representing the annualized dividends paid with respect to a share of capital stockCapital Stock at the date of grant. The ultimate value of the options will depend on the future market price of the Corporation's Capital Stock, which cannot be forecast with reasonable accuracy. The actual value, if any, an optionee will realize on exercise of an option will depend on the excess of the market value of the Corporation's Capital Stock over the exercise price on the date the option is exercised. 9 AGGREGATED OPTION/SAR EXERCISES DURING FISCAL 19941995 AND FISCAL YEAR-END OPTION/SAR VALUES
Number of Value of Unexercised Shares Number of In-The-Money Acquired Unexercised Options at Options/SARs Upon Fiscal Year-End Fiscal Year-End Exercise Value --------------------------- ----------------------------------------------------- Name Ofof Options Realized Exercisable Unexercisable Exercisable Unexercisable - ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ Harry H. Birkenruth 2,000 $20,260 16,899 47,501 $489,109 $1,278,3355,500 $117,535 54,633 103,667 $686,962 $663,278 Robert D. Wachob 3,000 33,780 8,366 17,234 242,048 471,1360 0 26,932 39,268 337,189 239,923 Aarno A. Hassell 1,300 12,428 11,500 15,000 325,305 416,3800 0 32,333 26,667 391,611 209,205 Bruce G. Kosa 2,866 36,485 3,950 11,434 104,053 308,8800 0 14,878 22,890 178,932 152,231 John A. Richie 0 0 2,766 7,734 78,822 186,174 - ------------------------------------------------------------------------------------------------ 8,666 19,334 106,362 102,819 The Corporation does not presently have a "stock appreciation rights" (SAR) plan. Where appropriate, all amounts have been adjusted for the July 1995 2-for-1 stock split. Defined as the difference between the fair market value of the Capital Stock and the exercise price of the option at time of exercise. These stock options become exercisable in one-third increments on the second, third and fourth anniversary dates of the grant. Defined as the difference between the fair market value of the Capital Stock at fiscal year-end and the exercise price of the option. An option is "in-the-money" if the fair market value of the underlying stock exceeds the exercise price of the option at the measurement date.
10 RETIREMENT PLANS The Pension Plan Table below reflects estimated annual benefits payable at age 65 ("normal retirement age") at various compensation levels and years of service pursuant to the Corporation's non-contributory defined benefit pension plans for domestic salaried employees. Annual Pension Benefits Based on the FollowingANNUAL PENSION BENEFITS Years of Service(1)(2) ________________________________________________________________---------------------------------------------------------- Final Average Earnings(3) 10 years 15 years 20 years 25 years 30 years 35 years - ------------------------------------------------------------------------------40 years $ 75,000 $ 11,35016,880 $ 17,03022,510 $ 22,70028,140 $ 28,38033,760 $ 34,06035,450 $ 35,76037,140 100,000 15,940 23,900 31,870 39,840 47,810 50,20023,760 31,670 39,590 47,510 49,890 52,260 125,000 20,520 30,780 41,040 51,300 61,560 64,63030,630 40,840 51,050 61,260 64,330 67,390 150,000 25,100 37,650 50,200 62,760 75,310 79,07037,510 50,010 62,510 75,010 78,760 82,510 175,000 29,690 44,530 59,370 74,210 89,060 93,51044,380 59,170 73,970 88,760 93,200 97,640 200,000 34,270 51,400 68,540 85,670 102,810 107,95051,260 68,340 85,430 102,510 107,640 112,760 225,000 38,850 58,280 77,700 97,130 116,560 122,38058,130 77,510 96,890 116,260 122,080 127,890 250,000 43,440 65,150 86,870 108,590 130,310 136,82065,010 86,670 108,340 130,010 136,510 143,010 275,000 48,020 72,030 96,040 120,050 144,060 151,26071,880 95,840 119,800 143,760 150,950 158,140 (1) Benefits are calculated on a straight life annuity basis and such amounts are reduced by offsets for estimated applicable Social Security benefits. (2) Federal law limits the amount of benefits payable under tax qualified plans, such as the Rogers Corporation Defined Benefit Pension Plan. The Corporation has adopted a supplemental retirement plan for the payment of amounts to all plan participants who may be affected by such limitations. In general, the total pension benefit due an individual will be the same as that calculated under the Corporation's qualified pension plan as if such federal benefit limitations did not exist. Accordingly, the benefits shown have not been reduced by such limitations. (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, and such amount in the Summary Compensation Table is substantially the amount covered for 19941995 for the individuals named. The five-year average earnings for the named executive officers and their estimated credited years of service are: Mr. Birkenruth, $210,920$241,000 and 3536 years; Mr. Wachob, $119,732$131,532 and 1213 years; Mr. Hassell, $125,962$131,962 and 3334 years; Mr. Kosa, $93,898$100,738 and 3233 years; and Mr. Richie, $76,250$83,710 and 1718 years. COMPENSATION AND ORGANIZATION COMMITTEE REPORT This report is submitted by the Compensation and Organization Committee of the Corporation's Board of Directors (the "Committee"). This Committee report describes the components of the Corporation's executive officer compensation programs for 19941995 and the basis on which compensation determinations were made with respect to the executive officers of the Corporation. Compensation and Organization Committee Interlocks and Insider Participation The Corporation's executive compensation program is administered by the Compensation and Organization Committee of the Board of Directors, composed of three independent non-employee Directors who have no "interlocking" relationships as defined by the Securities and Exchange Commission. The Committee members are: Wallace Barnes (Chairperson of the Committee), Donald J. Harper, and Leonard R. Jaskol. 11 Philosophy The executive compensation philosophy is to align executive compensation with the long-term success of the Corporation and increases in stockholder value, and to attract, retain, and reward executive officers whose contributions are critical to the long-term success of the Corporation. The guiding principles for compensation decisions are to: .- Provide a competitive total annual cash compensation package that targets the 50th percentile of a broad spectrum of manufacturing industries, to enable the Corporation to attract and retain executives. Key elements of the executive compensation program are base salary and the possibility of a bonus under the Annual Incentive Compensation Program, and stock option grants. .Plan. - Integrate compensation with the achievement of annual and long-term goals. .- Reward officers for above average corporate performance, and individual initiative and achievement. . Provide stock option grants to create- Create long-term incentives that are consistent with the interests of stockholders.stockholders, through stock option grants. Base Salaries The Committee establishes salary ranges for executives by reviewing positions with similar responsibilities in the marketplace. The Corporation obtains information on such positions for a broad spectrum of manufacturing industries through published national executive compensation survey data. The data includes a substantial number of companies beyond those reflected in the Performance Graph on page 14. Salary adjustments are determined by considering merit increases generally being offered in the aforementioned marketplace, achievement of annual financial and other objectives by the Corporation and the business units or functions reporting to the executive officer, the overall performance of the executive officer, and any changes in the executive officer's responsibilities. None of these factors are assigned a specific weighted value. The Corporation allows the factors to change to adapt to various individual, business, economic, and marketplace conditions as they arise. The Committee is responsible for approving recommendations for salary increases made by the President for the officers who normally report to him.the President. Annual Bonuses The Annual Incentive Compensation Plan has target bonuses of 50% of base salary for the President, and between 25% and 40% for the other Named Executive Officers. Subject to an overall corporate percentage of pre-tax profit limitation, actual bonuses may vary from 0% to 200% of the target bonuses depending on performance relative to plan. These amounts are determined by the performance of the Corporation (Net Income and Return on Equity - weighted essentially equally) and each division (Controllable(Cash Profit and Return on Assets controlled by each division - weighted essentially equally) versus the annual budget goals. In general, the broader the responsibility of the executive, the larger the portion of his/his or her award which is based upon corporate, rather than divisional results; the corporate portion is 100% to 50% for the Named Executive Officers. For fiscal 1994,1995, corporate performance substantially exceeded targeted levels and, as a result, all of the Named Executive Officers received bonuses. 12 Stock Options Each year, the Compensation and Organization Committee considers awards of stock options to key management personnel. Stock options are used as the primary long-term incentive vehicle. Senior management personnel (including the Named Executive Officers) are generally granted stock options annually. Other selected personnel are granted options from time to time. The number of options awarded to an executive officer is based on the individual's level in the organization, salary, the same performance criteria used to determine salary adjustments, the number of shares granted in the prior year, and the total number of shares available for grants. The Corporation does not assign specific weights to these criteria. The aggregate amount of all previous option awards and the amount of outstanding options is not taken into consideration for individuals. The options all have an exercise price equal to at least the fair market value of the Corporation's stock as of the date of grant. These options have a ten-year life (however, earlier termination is provided for retirees and others whose employment terminates prior to retirement) and vest in one-third increments on the second, third and fourth anniversary dates of the grant. In fiscal 1994,1995, stock options for a total of 107,000171,300 shares were granted to employees, of which 31,00070,000 shares were granted to the Named Executive Officers. Chief Executive Officer Compensation In 1994,1995, Mr. Birkenruth received a salary increase of $33,400 (15%$55,000 (21.2%) at the start of the year. National survey data from a broad spectrum of manufacturing industries was considered, but the decision was weighted heavily by his previous salary level and his major contributions to the Corporation's success. Mr. Birkenruth received a bonus for 19941995 under the Annual Incentive Compensation Plan equal to 81%98.7% of his base salary as a result of the Corporation substantially exceeding its performance target. In October 1994,1995, he was granted options for 15,00035,000 shares of the Corporation's stock exercisable at $35.38$23.50 per share, the fair market value as of the date of the grant. Compliance with Internal Revenue Code Section 162(m) Section 162(m) of the Internal Revenue Code generally limits the corporate deduction for compensation paid to executive officers named in the proxy statement and who are employed on the last day of the Corporation's taxable year to $1 million, unless certain requirements are met. The Committee has considered the impact of this tax code provision and has determined that there is little likelihood that Rogers would pay any amounts in 19951996 that would result in the loss of a Federal tax deduction under Section 162(m). Accordingly, the Committee has not recommended that any special actions be taken or any plans changed at this time. Compensation and Organization Committee: Wallace Barnes, Chairperson Donald J. Harper, Member Leonard R. Jaskol, Member 13 PERFORMANCE GRAPH The following graph compares the cumulative total return on the Corporation's Capital Stock over the past five years with the cumulative total return on shares of companies compromisingcomprising the Standard & Poor's (S & P)&P) Industrials Index and the American Stock Exchange High Technology Index ("Amex(Amex High Tech Index")Tech). Cumulative total return is measured assuming an initial investment of $100 on December 31, 1989,1990, and the reinvestment of dividends. COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN* AMONG ROGERS CORPORATION, THE S & P INDUSTRIALS INDEX AND THE AMEX HIGH TECH INDEX GRAPH APPEARS HERE *$DOLLARS ------------------------------------------------------ 1990 1991 1992 1993 1994 1995 - --------------------------------------------------------------------------- Rogers Corporation 100 93 81 151 287 251 S&P Industrials 100 131 138 151 156 211 Amex High Tech 100 173 146 163 156 243 * $100 invested on 12/31/8990 in stock or index - including reinvestment of dividends. Dollars 1989 1990 1991 1992 1993 1994 ROGERS 100 75 70 61 114 216 S & P INDUSTRIALS INDEX 100 99 130 137 149 155 AMEX HIGH TECH INDEX 100 88 152 129 143 138 (Textual description of performance graph for EDGAR transmission - - the chart compares the performance of Rogers Capital Stock over a five-year period to the S & P&P Industrials Index and the AmexAMEX High Tech Index, as reflected in the numerical data under the chart, with $100 representing the invested value in Rogers Capital Stock and the two indices at December 31, 1989.1990.) 14 OTHER ARRANGEMENTS AND PAYMENTS The Corporation's 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 the Corporation, except in the case of the executive officers of the Corporation 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. Commencing in November 1992, the right of executive officers to make such election may be cancelled by the Corporation on three years' notice. Each of Messrs. Birkenruth, Hassell and Wachob would be entitled to at least 96110 weeks of salary and benefit continuance upon termination of employment covered by the policy. The Board of Directors determined that it would be in the best interests of the Corporation to ensure that the possibility of a change in control of the Corporation would not interfere with the continuing dedication of the Corporation's executive officers to their duties to the Corporation and its stockholders. Toward that purpose, the Corporation has agreements with the Named Executive Officers, which provide certain severance benefits to them in the event of a termination of their employment during a thirty-six 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- yearone-year periods each anniversary date of the agreement, unless either party objects to such extension. If within a thirty-six month period following a Change in Control, an Executive's employment is terminated by the Corporation without cause (as defined in the agreements) or if such Executive resigns in certain specified circumstances, then, provided the Executive enters into a two-year noncompetition agreement with the Corporation, 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. 15 AUDIT MATTERS It is expected that Ernst & Young LLP, the Corporation's independent auditors selected as the independent auditors for the fiscal years ended January 1,December 31, 1995, and ending December 31, 1995,29, 1996, will be represented at the annual meeting, with an opportunity to make a statement if they so desire, and will be available to respond to questions. In addition to the audit of the 19941995 financial statements, the Corporation engaged Ernst & Young LLP to perform certain other services, including income tax consultation and assistance in connection with corporate tax planning. PROPOSALS OF STOCKHOLDERS Proposals of stockholders intended to be presented at the 19961997 Annual Meeting of Stockholders must be received by the Corporation on or before November 14, 1995,11, 1996, for inclusion in the Corporation's proxy statement and form of proxy. SOLICITATION OF PROXIES The cost of solicitation of proxies will be borne by the Corporation. In addition to solicitations by mail, officers and employees of the Corporation may solicit proxies personally and by telephone, telegraph, telecopierfacsimile or other means, for which they will receive no compensation in addition to their normal compensation. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of proxies and proxy soliciting materials to the beneficial owners of stock held of record by such persons, and the Corporation will, upon request, reimburse them for their reasonable expenses in doing so. NOTICE OF BY-LAW AMENDMENT As required by law, notice is hereby given that the By-Laws of the Corporation were amended by the Board of Directors on June 22, 1995, by adding a new section, Section 13 to ARTICLE II, which states that: "Issuance of Stock. The Directors are authorized, at any time, to provide for the issuance of unissued capital stock from time to time authorized under the Articles of Organization of the corporation." 16 BACK COVER ROGERS Rogers Corporation One Technology Drive P.O. Box 188 Rogers, Connecticut 06263-0188 (203)(860) 774-9605 17 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ROGERS CORPORATION PROXY The undersigned appoints HARRY H. BIRKENRUTH and WILLIAM A. KREIN,ROBERT M. SOFFER, and each or either of them, as attorneys of the undersigned, with full power of substitution, to vote all shares of stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders of Rogers Corporation to be held on April 18, 1995,16, 1996, and at any adjournment thereof. 1. To fix the number of and to elect a Board of Directors for the ensuing year. _ |_| FOR all nominees listed below (except as withheld below): Leonid V. Azaroff, Leonard M. Baker, Wallace Barnes, Harry H. Birkenruth, Mildred S. Dresselhaus, Donald J. Harper, Gregory B. Howey, Leonard R. Jaskol, and William E. Mitchell. (INSTRUCTION: To withhold authority to vote for any individual nominee(s), write the name(s) of the nominee(s) in the space provided below.) ___________________________________________________________________________________________________________________ _ |_| WITHHOLD AUTHORITY to vote for all nominees. 2. To transact such other business as may properly come before the meeting. [continued and to be signed on the other side] 18 PROXY [continued from other side] THIS PROXY WILL BE VOTED AS SPECIFIED Dated _________________,1996 OR, WHERE Dated______________,1995 NO DIRECTION IS GIVEN, WILL BE VOTED FOR PROPOSAL 1. ________________________ ____________________________________________________ ____________________________ Signature (If signing as attorney, executor, administrator, trustee or guardian, please give your full title as such.) 19