ROGERS CORP, DEF 14A, 1999-03-23

ROGERS CORP
DEF 14A, 1999-03-23
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

[ X ] Filed by the registrant

[ ] Filed by a party other than the registrant

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))

[ X ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

Rogers Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
ROGERS CORPORATION
- --------------------------------------------------------------------------------

TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE
DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.

Rogers Corporation ROGERS
One Technology Drive SINCE 1832
P.O. Box 188
Rogers, CT 06263-0188

Notice of Annual Meeting of Stockholders

The Annual Meeting of Stockholders of Rogers Corporation, a
Massachusetts corporation, will be held on Thursday, April 22, 1999, at 10:30
A.M. in the Boardroom on the 26th floor of Fleet National Bank, 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 25, 1999, the
record date fixed by the Board of Directors for such purpose.

You are cordially invited to attend the meeting.

By Order of the Board of Directors

Robert M. Soffer, Clerk

March 17, 1999
<PAGE>
Proxy Statement Table of Contents

PAGE

2 Election of Directors (Proposal 1)

3 Stock Ownership of Management

4 Beneficial Ownership of More Than Five Percent

5 Board of Directors

6 Executive Compensation

14 Other Arrangements and Payments

14 Certain Relationships and Related Transactions

15 Miscellaneous Matters

Return of Proxy

Please complete, date, sign, and return the accompanying proxy card
promptly in the enclosed pre-addresseed envelope even if you plan to attend the
Annual Meeting. Postage need not be affixed to the enclosed envelope if mailed
in the United States. If you attend the Annual Meeeting and vote in person, your
proxy will not be used. The immediate return of your proxy will be of great
assistance in preparing for the Annual Meeting and is therefore urgently
requested.
<PAGE>
ROGERS CORPORATION

Proxy Statement

Rogers Corporation
One Technology Drive
P.O. Box 188
Rogers, CT 06263-0188 ROGERS
SINCE 1832

March 17, 1999

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 Thursday, April 22, 1999, at 10:30
A.M. in the Boardroom on the 26th floor of Fleet National Bank, 777 Main Street,
Hartford, Connecticut.

Stockholders of record as of the close of business on February
25, 1999, are entitled to vote at the meeting and any adjournment thereof. As of
that date, 7,621,266 shares of Capital Stock, $1 par value per share (the
"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 by filing with the Clerk of the Corporation a written revocation, by
executing a proxy with a later date, or by attending and voting at the meeting.

If a properly executed proxy is submitted and no instructions
are given, except as provided below, the proxy will be voted: FOR fixing the
number of Directors for the ensuing year at nine and 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 will have the effect of being cast against fixing
the number of Directors at nine and will have no effect on the outcome of the
vote for the election of Directors even though the stockholder so abstaining may
intend a different interpretation. Shares of Capital Stock held of record by
brokers who do not return a signed and dated proxy will not be considered
present at the meeting, will not be counted towards a quorum and will not be
voted in the election of Directors. Shares of Capital Stock held of record by
brokers who return a signed and dated proxy but who do not vote on the election
of Directors will count towards the quorum, but will count neither for nor
against fixing the number of Directors and the election of Directors.

No matters other than those set forth in the accompanying
Notice of Annual Meeting of Stockholders are expected to be presented at the
meeting. Shares represented by all proxies properly executed and received by the
Corporation will be voted on matters for which a vote properly may be taken, in
accordance with the judgment of the persons named as proxies as to (i) any
matter for which the Corporation received notice after February 2, 1999, (ii)
any proposals of stockholders properly omitted by the Corporation from this
proxy statement, and (iii) matters incident to the conduct of the meeting.

This proxy statement and the accompanying proxy are first
being mailed to stockholders on or about March 24, 1999.

1
<PAGE>
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 has been
advised that each nominee will serve if elected. In the event that any of these
nominees should 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 April 1998 Annual Meeting of Stockholders.

<TABLE>
<CAPTION>
NOMINEES FOR DIRECTOR
Age/Year
First Became
Name Director Principal Occupations During the Past Five Years and Other Directorships
- ---- -------- ------------------------------------------------------------------------
<S> <C> <C> <C>
Leonard M. Baker 64 / 1994 Vice President Technology, Praxair, Inc.

Harry H. Birkenruth 67 / 1964 Chairman (March 31, 1997 to June 30, 1998) and prior to that
President, Chief Executive Officer, Rogers Corporation; Director, Titan
Motorcycle Co. of America.

Walter E. Boomer 60 / 1997 President, Chief Executive Officer, Rogers Corporation
(since March 31, 1997); President, Babcock & Wilcox Power
Generation Group and Executive Vice President of McDermott
International, Inc., the parent corporation of Babcock &
Wilcox (February 1995 to October 1996), Senior Vice
President of McDermott International, Inc. (August 1994 to
January 1995) and prior to that a General in the U.S. Marine
Corps from 1986; Director, Baxter International, Inc.

Edward L. Diefenthal 56 / 1998 Vice Chairman and Chief Executive Officer (since August
1995), prior to that Executive Vice President, Director,
Southern Holdings, Inc.

Mildred S. Dresselhaus 68 / 1986 Institute Professor, Massachusetts Institute of Technology

Donald J. Harper 71 / 1986 Retired Chairman and Chief Executive Officer, Insilco Corporation;
Director, Okay Industries, Inc.

Gregory B. Howey 56 / 1994 President, Director, Okay Industries, Inc.

Leonard R. Jaskol 61 / 1992 Retired Chairman, Chief Executive Officer, Director, Lydall, Inc.; Director,
Eastern Enterprises

William E. Mitchell 55 / 1994 President, Support Services Division of Solectron
Corporation and Vice President, Solectron Corporation (in
both cases since March 1999); Chairman (May 1997 to February
1999), Chief Executive Officer (June 1996 to February 1999),
President, Chief Operating Officer (September 1995 to May
1996), Director, Sequel, Inc.; President, Director, Chief
Executive Officer, Nashua Corporation (October 1993 to
August 1995)
</TABLE>
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 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
1999 Annual Meeting of Stockholders.

2
<PAGE>
Stock Ownership of Management

The following table sets forth information regarding
beneficial ownership of the Corporation's Capital Stock as of March 1, 1999, by
each of the current Directors, the executive officers named in the Summary
Compensation Table (the "Named Executive Officers") and by all Directors and
executive officers as a group. Unless otherwise noted, the persons listed below
have sole voting and investment power with respect to the shares reported.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP -- SHARES OF CAPITAL STOCK

Acquirable
Name of Person Currently Within 60 Percent
or Group Owned Days(1) Total(2) of Class(2)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Leonid V. Azaroff(3) 11,352(4)(5) 3,151 14,503 *

Leonard M. Baker 2,546 3,017 5,563 *

Harry H. Birkenruth 44,875 134,843 179,718 2.36

Walter E. Boomer 4,182 10,000 14,182 *

Edward L. Diefenthal 373 691 1,064 *

Mildred S. Dresselhaus 9,482 2,749 12,231 *

Donald J. Harper 2,276(5) 3,151 5,427 *

Aarno A. Hassell 16,710 44,200 60,910 *

Gregory B. Howey 3,682 1,881 5,563 *

Leonard R. Jaskol 5,680 3,151 8,831 *

Bruce G. Kosa 7,471(4) 26,899 34,370 *

William E. Mitchell 2,246 3,017 5,263 *

Robert M. Soffer 5,172 29,783 34,955 *

Robert D. Wachob 16,401(4) 57,750 74,151 *
Directors and Executive Officers
as a Group (17 persons) 137,927 367,248 505,175 6.63
</TABLE>
<PAGE>
(1) Represents shares which may be acquired under stock options exercisable
within the 60 days immediately following March 1, 1999.

(2) Represents the total number of currently owned shares and shares acquirable
within 60 days. The percent of class represents the percent of such total
to the number of outstanding shares of Capital Stock.

(3) Dr. Azaroff will be retiring as a Director at the 1999 Annual Meeting of
Stockholders.

(4) Dr. Azaroff, Mr. Kosa and Mr. Wachob own, respectively, 400, 5,065 and
11,004 shares, included above, as to which investment and voting power is
shared with others.

(5) Dr. Azaroff and Mr. Harper each deferred 718 shares of 1994 stock
compensation, which is not included above. Mr. Harper also deferred 1,686
shares of stock compensation for 1995 through 1998, which are not included
above.

* Less than 1% of outstanding Capital Stock.

3
<PAGE>
Beneficial Ownership of More Than Five Percent of the Corporation's Stock

The following table sets forth information regarding
beneficial ownership of each person known to the Corporation to own more than 5%
of the outstanding Capital Stock. The information in the table is based solely
upon filings by each such person with the Securities and Exchange Commission on
Schedule 13G under the Securities Exchange Act of 1934, as amended. Unless
otherwise noted, the beneficial owners have sole voting and investment power
with respect to the shares listed below.
<TABLE>
<CAPTION>

Shares
Name and Address Beneficially Percent of
of Beneficial Owner Owned Class
- ------------------- ----- -----
<S> <C> <C>
Capital Research and Management Company(1) 670,000 8.8
333 South Hope Street, Los Angeles, California 90071

Kalmar Investments Inc. (2) 408,998 5.4
Barley Mill House, 3701 Kennett Pike
Greenville, Delaware 19807

Lord, Abbett &Co. 1,000,769 13.1
767 Fifth Avenue, New York, New York 10153

President and Fellows of Harvard College 409,362 5.4
c/o Harvard Management Company, Inc.
600 Atlantic Avenue, Boston, Massachusetts 02210

Westport Asset Management, Inc.(3) 1,088,000 14.3
253 Riverside Avenue, Westport, Connecticut 06880

</TABLE>
(1) Capital Research and Management Company, a registered investment advisor,
acts as investment advisor to various investment companies and in
connection therewith exercises investment discretion with respect to the
shares reported. Capital Research and Management Company does not have the
power to direct the vote of such shares.

(2) Kalmar Investments Inc. has sole investment power with respect to the
shares reported above.

(3) Westport Asset Management, Inc., a registered investment advisor, has sole
voting and investment power with respect to 107,800 of the shares listed
above, and has shared voting and investment power with respect to the other
980,200 shares. All shares are held in certain discretionary managed
accounts, except for 107,800 shares which are owned by officers and
stockholders of Westport Asset Management, Inc.

4
<PAGE>
Board of Directors

MEETINGS; CERTAIN COMMITTEES

The Board of Directors of the Corporation, which held six
meetings during 1998, has six regular committees, including an Audit Committee,
a Compensation and Organization Committee and a Nominating and Governance
Committee. All Directors attended more than 75 percent in the aggregate of the
total number of meetings in 1998 of the Board and the committees on which each
such Director served.

The Audit Committee held two meetings in 1998, 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. Baker is chairperson of the Audit Committee, with Messrs.
Birkenruth and Jaskol as members.

The Compensation and Organization Committee held three
meetings in 1998, 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 report to the President. Mr. Jaskol is chairperson of the
Compensation and Organization Committee, with Messrs. Diefenthal and Harper as
members.

The Nominating and Governance Committee held four meetings in
1998, and has among its functions, reviewing the qualifications of candidates
for Director, nominating incumbent Directors for reelection, evaluating the
performance of the President and at least yearly, conducting a review of the
performance of the Board of Directors. Mr. Mitchell is chairperson of the
Nominating and Governance Committee with Dr. Azaroff and Mr. Howey as members.
The Nominating and Governance Committee will consider nominees recommended by
stockholders if such recommendations are submitted in writing to the Clerk of
the Corporation.

DIRECTORS' COMPENSATION

For 1998, each Director who was not an employee of the
Corporation earned an annual retainer of $15,000, $1,200 for each Board meeting
attended and $1,400 or $950 for each committee meeting attended, the amount
varying by capacity as chairperson or as a member.

Pursuant to the 1998 Stock Incentive Plan, the retainer fee
for non-employee Directors is paid semi-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. Each such semi-annual stock option grant is for 500 shares with an
exercise price equal to the fair market value of a share of the Corporation's
Capital Stock as of the date of grant. Such options are immediately exercisable
and expire ten years from the date of grant.
<PAGE>
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.

5
<PAGE>
Executive Compensation

The tables, graph and narrative on pages 6 through 13 of this
proxy statement set forth certain compensation information about the
Corporation's Chief Executive Officer, its other four most highly compensated
executive officers as of the end of the last completed fiscal year and one
individual (Mr. Birkenruth) who was an executive officer for only the first half
of 1998. 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.
<TABLE>
<CAPTION>
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(1) sation(2) Shares) sation(3)
- -------- ---- ------ -------- --------- ------- ---------

<S> <C> <C> <C> <C> <C> <C>
Walter E. Boomer(4) 1998 $362,500 $ $ 518 25,000 $17,507
President and Chief 1997 237,500 178,635 515 50,000 24,816
Executive Officer

Harry H. Birkenruth(5) 1998 342,238 12,997 500 35,018
Retired Chairman of the 1997 347,683 520,030 4,710 36,131
Board of Directors 1996 330,692 231,700 4,275 30,000 35,964

Robert D. Wachob 1998 216,951 38,655 313 10,900 9,347
Senior Vice President, 1997 192,954 158,589 273 15,000 6,170
Sales and Marketing 1996 170,692 85,000 107 12,000 5,531

Aarno A. Hassell 1998 155,790 8,729 3,000 11,847
Vice President, 1997 156,020 54,135 2,000 10,459
Market Development 1996 149,885 45,000 3,000 9,703

Bruce G. Kosa 1998 144,930 7,527 2,250 6,265
Vice President, 1997 129,320 89,485 4,500 3,722
Technology 1996 122,769 49,800 4,000 3,000

Robert M. Soffer 1998 132,964 6,167 2,500 4,000
Treasurer 1997 120,652 74,590 4,000 3,200
1996 114,000 51,650 4,000 3,000

</TABLE>

The footnotes for this table are on the next page.

6
<PAGE>
(1) For 1998, Mr. Wachob earned a bonus pursuant to the Corporation's Annual
Incentive Compensation Plan (the "Annual Incentive Plan") and the Long-Term
Enhancement Plan for Senior Executives of Rogers Corporation (the
"Enhancement Plan"). Each other named executive who received a bonus in
1998 earned that bonus pursuant to the Enhancement Plan. For 1997, all
amounts include bonuses earned pursuant to the Annual Incentive Plan and
the Enhancement Plan. For 1996, all amounts relate only to bonuses earned
under the Annual Incentive Plan. The Enhancement Plan was adopted in 1997
to indirectly supplement the retirement benefit provided to senior
management. Enhancement Plan payments are made in the Corporation's Capital
Stock, except for those individuals who retired in 1998. They received cash
payments. In general, the bonus under the Enhancement Plan is equal to 10%
of the bonus earned under the Annual Incentive Plan except as increased by
an "earnings credit" for bonuses earned before 1996. Payments in Capital
Stock are based on an average closing price of the Capital Stock. In
addition, certain individuals will receive, over time, retroactive payments
for bonuses earned since 1993.

The amounts paid in July of 1998 under the Enhancement Plan with respect to
the retroactive payments for the 1993 bonuses are as follows (for each
individual, the number of shares is followed by the dollar amount used to
calculate the number of shares): Mr. Wachob - 458 shares/$14,961; Mr.
Hassell - 276 shares/$8,989; Mr. Kosa - 238 shares/$7,766 and Mr. Soffer -
195 shares/$6,354. The 1997 amounts paid under the Enhancement Plan are as
follows (for each individual, the number of shares is followed by the
dollar amount used to calculate the number of shares and the year to which
the Enhancement Plan payment relates): Mr. Boomer - 415
shares/$16,250/1997; Mr. Wachob - 348 shares/$13,628/1997 and 224
shares/$8,500/1996; Mr. Hassell - 115 shares/$4,500/1997 and 119
shares/$4,500/1996; Mr. Kosa - 196 shares/$7,674/1997 and 131
shares/$4,980/1996 and Mr. Soffer - 161 shares/$6,305/1997 and 136
shares/$5,165/1996. The valuations in the table are, however, based upon
the closing price of the Capital Stock on July 6, 1998 ($31.625) in the
case of retroactive payments made for 1993, on February 26, 1998 ($38.88)
in the case of payments made for 1997 and on February 24, 1998 ($39.19) in
the case of payments made for 1996. Mr. Birkenruth, who retired in 1998,
received the following cash payments which are shown as 1997 bonus amounts
(dollar amounts followed by the year to which they relate): $34,800/1997;
$23,170/1996; $36,895/1995; $28,066/1994 and $49,099/1993. If an employee
participating in the Enhancement Plan transfers any shares of Capital Stock
received thereunder, the employee will not be entitled to any future awards
under the Enhancement Plan.

(2) 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 individual. All amounts
shown reflect the reimbursement of taxes on non-qualified defined benefit
pension plan accruals, except in 1998 for Mr. Birkenruth. See footnote 5
below.

(3) Amounts shown for 1998 include (i) the Corporation's matching contributions
to the Rogers Employee Savings and Investment Plan, a 401(k) plan, of
$4,000 for each individual; (ii) matching contributions under the
Corporation's non-qualified deferred compensation plan for Messrs. Boomer,
Birkenruth, Wachob and Kosa of $7,696; $10,389; $5,347 and $2,265,
respectively; (iii) the Corporation's premium payment on an executive owned
whole life insurance policy for Mr. Hassell was $1,741, and (iv)
"above-market" interest earned on deferred compensation to the extent the
rate of interest exceeds 120% of the applicable federal long-term rate,
<PAGE>
amounting to $20,629 and $6,106 for Messrs. Birkenruth and Hassell,
respectively. Amounts for 1997 and 1996 include similar categories of
compensation. For Mr. Boomer, the 1998 amount shown also includes $5,811
for relocation expenses for his move to Connecticut after he began
employment. Mr. Boomer's 1997 amount also includes $18,869 for temporary
living expenses while he was relocating to Connecticut after he commenced
employment with the Corporation.

(4) Mr. Boomer joined the Corporation on March 31, 1997 as President and Chief
Executive Officer.

(5) Mr. Birkenruth retired on June 30, 1998, but continued to work for the
Corporation on a part-time basis earning $108,000 for such services. When
he retired he was also paid for unused and accrued vacation time which
amounted to $50,863. Such amounts are included in the 1998 salary shown. In
the second half of 1998, Mr. Birkenruth served as a non-employee Director
instead of as an employee Director. Therefore, in 1998, Mr. Birkenruth's
Other Annual Compensation also includes $7,500 (the value of the 276 shares
of the Corporation's Capital Stock for the semi-annual payment of the
annual retainer) as well as Director meeting fees of $3,100. As a
non-employee Director, he also received a 500 share stock option grant in
December. See the DIRECTORS' COMPENSATION section on page 5 and the stock
option grant table on page 8.

7
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants Potential Realizable
% of Total Value at Assumed
Number of Options Exercise Annual Rates of Stock
Securities Granted to Price Price Appreciation
Underlying Employees in Per Expiration For Option Terms(3)
Name Options(1) Fiscal Year Share(2) Date 5% 10%
- ---- ---------- ----------- -------- ---- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Walter E. Boomer 25,000 16.8% $24.00 10/22/08 $377,337 $956,245

Harry H. Birkenruth(4) 500 0.3 27.25 12/15/08 8,569 21,715

Robert D. Wachob 7,500 5.0 24.00 10/22/08 113,201 286,874
3,400 2.3 27.44 12/24/03 25,776 56,958

Aarno A. Hassell 1,000 0.7 24.00 10/22/08 15,093 38,250
2,000 1.3 27.44 12/24/03 15,162 33,505

Bruce G. Kosa 2,250 1.5 24.00 10/22/08 33,960 86,062

Robert M. Soffer 2,000 1.3 24.00 10/22/08 30,187 76,500
500 0.3 28.66 12/29/03 3,959 8,749

</TABLE>

(1) Mr. Boomer's stock option grant becomes exercisable as follows: 8,333
shares on 10/22/00; 4,169 shares on 10/22/01; 4,166 shares on 10/22/02;
4,166 shares on 1/2/03 and 4,166 shares on 1/2/04. Mr. Wachob's stock
option grant for 7,500 shares becomes exercisable as follows: 3,750 shares
on 10/22/01 and 3,750 shares on 10/22/02. The other grants in the table
that expire on 10/22/08 become exercisable in one-third increments on the
second, third, and fourth anniversary dates of the grant. The stock option
grants that expire in December of 2003 were issued pursuant to the
Corporation's stock option reload program and become exercisable in
one-half increments with the first half becoming exercisable one month
after grant date and the other half becoming exercisable on January 2nd of
the year following the year in which the first half of the grant becomes
exercisable. The exercise schedules may change in the event of death,
retirement or a change in control of the Corporation, in which case the
stock options become immediately exercisable in full. All stock options may
expire earlier than the date listed due to termination of employment,
death, or retirement.

(2) The exercise price of all of these stock options was based on the fair
market value of a share of the Corporation's Capital Stock as of the grant
date.

(3) Potential realizable value is based on an assumption that the Corporation's
stock price appreciates at the annual rate shown (compounded annually) from
the date of grant until the end of the stock option term. THE HYPOTHETICAL
FUTURE VALUES REFLECTED IN THIS TABLE REPRESENT ASSUMED RATES OF
APPRECIATION ONLY; WHICH RATES ARE SET BY THE RULES OF THE SECURITIES AND
EXCHANGE COMMISSION. ACTUAL GAINS, IF ANY, ON STOCK OPTION EXERCISES AND
STOCK HOLDINGS ARE DEPENDENT ON MANY FACTORS, INCLUDING BUT NOT LIMITED TO,
THE FUTURE PERFORMANCE OF THE CORPORATION'S STOCK AND OVERALL STOCK MARKET
CONDITIONS. THERE CAN BE NO ASSURANCE THAT THE AMOUNTS REFLECTED IN THIS
TABLE WILL BE ACHIEVED.
<PAGE>
(4) Mr. Birkenruth received the stock option listed in his capacity as a
non-employee Director on December 15, 1998. The stock option is immediately
exercisable. See the DIRECTORS' COMPENSATION section on page 5.

8
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Value of Unexercised
Number of Number of In-The-Money
Shares Unexercised Options at Options at
Acquired Fiscal Year-End Fiscal Year-End(2)
Upon Value ------------------------- --------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- ----------- ------------------------- ----------- -------------

<S> <C> <C> <C> <C> <C> <C>
Walter E. Boomer $ 75,000 $ $204,925

Harry H. Birkenruth(3) 27,516 744,914 134,843 1,629,614

Robert D. Wachob 6,200 137,882 57,600 38,900 909,500 114,737

Aarno A. Hassell 2,000 38,120 43,200 9,000 765,900 31,125

Bruce G. Kosa 3,000 84,145 27,399 11,751 411,945 38,273

Robert M. Soffer 500 10,140 30,033 11,167 507,044 35,283
</TABLE>

(1) Defined as the difference between the fair market value of the Capital
Stock and the exercise price of the stock option at time of exercise.

(2) Defined as the difference between the closing price of the Capital Stock at
fiscal year-end and the exercise price of the stock option. A stock option
is "in-the-money" if the fair market value of the underlying stock exceeds
the exercise price of the stock option at the measurement date.

(3) During the first half of 1998, Mr. Birkenruth exercised stock options for
23,679 shares while Chairman of the Board of Directors (and an employee of
the Corporation) and during the second half of the year he exercised a
stock option for 3,837 shares while a non-employee Director.

9
<PAGE>
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.
<TABLE>
<CAPTION>
ANNUAL PENSION BENEFITS(1)(2)
Years of Service
Final Average -----------------------------------------------------------------------------------------
Earnings(3) 5 years 10 years 15 years 20 years 25 years 30 years 35 years 40 years
- ----------- ------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$100,000 $ 7,790 $15,590 $23,380 $ 31,170 $ 38,970 $ 46,760 $ 49,100 $ 51,440
125,000 10,090 20,170 30,260 40,340 50,430 60,510 63,540 66,560
150,000 12,380 24,750 37,130 49,510 61,890 74,260 77,980 81,690
175,000 14,670 29,340 44,010 58,670 73,340 88,010 92,410 96,810
200,000 16,960 33,920 50,880 67,840 84,800 101,760 106,850 111,940
225,000 19,250 38,500 57,760 77,010 96,260 115,510 121,290 127,060
250,000 21,540 43,090 64,630 86,170 107,720 129,260 135,730 142,190
275,000 23,840 47,670 71,510 95,340 119,180 143,010 150,160 157,310
300,000 26,130 52,250 78,380 104,510 130,640 156,760 164,600 172,440
325,000 28,420 56,840 85,260 113,670 142,090 170,510 179,040 187,560
350,000 30,710 61,420 92,130 122,840 153,550 184,260 193,480 202,690
375,000 33,000 66,000 99,010 132,010 165,010 198,010 207,910 217,810
</TABLE>
(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 non-qualified 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 1998 for the
individuals named, except for Mr. Birkenruth. The five-year average
earnings for such individuals (other than for Mr. Boomer) and their
estimated years of credited service are: Mr. Birkenruth, $320,404 and 38
years (the amounts used to calculate his pension when he retired on June
30, 1998); Mr Wachob, $175,610 and 16 years; Mr. Hassell, $146,308 and 37
years; Mr. Kosa, $122,210 and 36 years and Mr. Soffer, $113,240 and 20
years. In the case of Mr. Boomer, earnings for calculating his pension
would currently be based on an average annual salary of $341,250 and two
years of service.

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 1998 and the basis on which compensation
determinations were made with respect to the executive officers of the
Corporation.

10
<PAGE>
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: Leonard R. Jaskol (Chairperson of the
Committee), Edward L. Diefenthal, and Donald J. Harper.

Philosophy

The executive compensation philosophy is to align such
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:

o Provide a competitive total annual cash compensation
package that targets the 50th percentile of a broad
spectrum of manufacturing companies from a wide range of
industries, to enable the Corporation to attract and
retain executives. Key elements of the executive
compensation program are base salary, the possibility of a
bonus under the Annual Incentive Compensation Plan and the
grant of stock options.

o Integrate compensation with the achievement of annual
objectives and long-term goals.

o Reward officers for above average corporate performance,
and individual initiative and achievement.

o Create long-term incentives that are consistent with the
interests of stockholders, through stock option grants.

Base Salaries

The Committee establishes salary ranges for executives by
reviewing positions with similar responsibilities in the marketplace from a
broad spectrum of manufacturing companies in a wide range of industries through
published national executive compensation survey data.

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 for which the executive officer is responsible, 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 report to him.
<PAGE>
Annual Bonuses

The Annual Incentive Compensation Plan has target bonuses of
50% of base salary for the President, and between 20% and 40% for the other
executive officers, including 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 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 80% to 100% for the Named
Executive Officers. For fiscal 1998, overall corporate performance did not
exceed targeted levels and, as a result, none of the Named Executive Officers
received bonuses except for Mr. Wachob who earned a bonus because of the
financial performance of the two operating units that report to him.

In 1997, the Corporation conducted a number of studies and
concluded that its retirement benefit for senior executives was not competitive.
Therefore, the Long-Term Enhancement Plan For Senior Executives of Rogers
Corporation was established to indirectly supplement the retirement benefits of
such individuals. In general, enhancement payments are made in Capital Stock of
the Corporation and are equal to 10% of the bonuses described in the preceding
paragraph.

11
<PAGE>
Stock Options

Each year, the Committee considers awards of stock options to
key personnel. Stock options are the Corporation's long-term incentive vehicle.
In recent years senior management personnel, including executive officers, have
been 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 prior years and the total number of shares available for grants. The
Corporation does not assign specific weights to these criteria. In October of
1998, senior management personnel with more than five years of service with the
Corporation received stock option grants which were approximately half as large
as the regular grants they received in recent years. This was due to an overall
limitation imposed by the Committee on the number of stock options that should
be outstanding at any one time. Such individuals could, however, participate in
a stock option reload program if the individual owned a certain amount of the
Corporation's Capital Stock. Options generally have an exercise price equal to
at least the fair market value of the Corporation's Capital Stock as of the date
of grant. Regular options have a ten-year life and vest in one-third increments
on the second, third and fourth anniversary dates of the grant, while grants
made pursuant to the reload program vest and expire over shorter periods of
time. Termination of employment because of retirement, or for other reasons, may
shorten the vesting schedule and expiration date.

In fiscal 1998, stock options for a total of 149,050 shares
were granted to employees, of which 43,650 shares were granted to the Named
Executive Officers (excluding Mr. Birkenruth) and 15,800 shares were granted to
all other executive officers.

Chief Executive Officer Compensation

In 1998, Mr. Boomer received a salary increase of $32,500
(10%) early in the year. National survey data from a broad spectrum of
manufacturing companies from a wide range of industries was considered, but the
decision was weighted heavily by his previous salary level and his contributions
to the Corporation's success. He also received a stock option for 25,000 shares
of the Corporation's stock exercisable at $24.00 per share, the fair market
value of the Corporation's Capital Stock as of the grant date. This grant was
based on the aforementioned stock option criteria. Mr. Boomer earned no bonus
for 1998 because the Corporation failed to achieve its bonus targets.

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 the Corporation would pay any amounts in 1999
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:
Leonard R. Jaskol, Chairperson
Edward L. Diefenthal, Member
Donald J. Harper, Member

12
<PAGE>
PERFORMANCE GRAPH

The following graph compares the cumulative total return on
the Corporation's Capital Stock over the past five fiscal years with the
cumulative total return on the Standard & Poor's Industrials Index (S&P
Industrials) and the Hambrecht & Quist Total Return Technology Index (H&Q
Technology). Cumulative total return is measured assuming an initial investment
of $100 on January 2, 1994, and the reinvestment of dividends as of the end of
the Corporation's fiscal years.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

[GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]
<TABLE>
<CAPTION>

Fiscal Year Ends 1/2/94 1/1/95 12/31/95 12/29/96 12/28/97 1/3/99
---------------- ------ ------ -------- -------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Rogers Corporation $100 $190 $167 $207 $288 $229

S&P Industrials 100 103 139 174 216 298

H&Q Technology 100 120 180 226 250 407

</TABLE>
13

<PAGE>
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. The right of executive officers to make such
an election may be cancelled by the Corporation on three years' notice. Each of
Messrs. Hassell, Soffer and Wachob would be entitled to 78 weeks of salary and
benefit continuance upon termination of employment covered by the policy in
effect in November 1991. In the case of Mr. Boomer, if employment is terminated
by the Corporation, other than for cause, severance pay will equal one year of
annual base salary including all employee benefits.

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 all
current elected officers of the Corporation, including the Named Executive
Officers, 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 agreement, 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 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
non-competition 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.

Certain Relationships and Related Transactions

In 1998, Beverly C. Hassell, the spouse of Aarno A. Hassell,
Vice President, Market Development, provided consulting services to the
Corporation during the initial part of the year and then in April became a
full-time employee of the Corporation. Her compensation from the Corporation was
$83,016.

14
<PAGE>
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 3, 1999 and ending January 2, 2000, 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 appropriate questions.

In addition to the audit of the 1998 financial statements, the
Corporation engaged Ernst & Young LLP to perform certain other services,
including assistance in connection with the implementation of a new accounting
software system, income tax consultation and assistance in connection with
corporate tax planning.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Corporation's executive officers and Directors, and
persons who own more than 10% of the Corporation's Capital Stock, to file
reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
Securities and Exchange Commission, the American Stock Exchange, Inc. and the
Pacific Exchange, Inc. Executive officers, Directors and greater than 10%
stockholders are required to furnish the Corporation with copies of all Forms 3,
4 and 5 they file.

Based solely on the Corporation's review of the copies of such
Forms it has received and written representations from certain reporting persons
that they were not required to file Form 5's for specified fiscal years, the
Corporation believes that all of its executive officers and Directors complied
with all Section 16(a) filing requirements applicable to them during the
Corporation's fiscal year ended January 3, 1999.

Proposals of Stockholders

Proposals of stockholders intended to be presented at the 2000
Annual Meeting of Stockholders must be received by the Corporation on or before
November 25, 1999, for inclusion in the Corporation's proxy statement and form
of proxy. Proposals of stockholders received after February 8, 2000, will not be
considered timely and may not be presented at the 2000 Annual Meeting of
Stockholders.

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, facsimile 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 Capital Stock held of record by
such persons, and the Corporation will, upon request, reimburse them for their
reasonable expenses in doing so.

15
<PAGE>

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

phone: 860.774.9605 website: http://www.rogers-corp.com

<PAGE>
REVOCABLE PROXY
ROGERS CORPORATION

[ X ] PLEASE MARK VOTE AS IN THIS EXAMPLE

ANNUAL MEETING OF STOCKHOLDERS
APRIL 22, 1999

The undersigned hereby appoints FRANK H. ROLAND and ROBERT M. SOFFER, and each
of them, acting singly, as attorneys and proxies 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 22, 1999 at 10:30 a.m. in the Boardroom on the 26th floor of
Fleet National Bank, 777 Main Street, Hartford, Connecticut, and at any and all
adjournments thereof. The proxies are authorized to vote all shares of stock in
accordance with the following instructions and with discretionary authority upon
such other business as may properly come before the meeting.

1. ELECTION OF DIRECTORS
(except as marked to the contrary below):

[ ] FOR [ ] WITHHOLD [ ] EXCEPT

Leonard M. Baker, Harry H. Birkenruth, Walter E. Boomer,
Edward L. Diefenthal, 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), mark
"Except" and write that nominee's name in the space provided below.

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

THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED OR, WHERE NO
DIRECTION IS GIVEN, WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS,
AND AT THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE MEETING.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES AS
DIRECTORS.

Please be sure to date and sign
this Proxy in the box below.

_________________________________________
Date

_________________________________________
Stockholder sign above

_________________________________________
Co-holder (if any) sign above

<PAGE>
Detach above card, date, sign and mail in postage paid envelope provided.

ROGERS CORPORATION

Please sign exactly as your name(s) appear(s) on this proxy card. When signing
in a representative capacity, please give full title.

PLEASE ACT PROMPTLY
DATE, SIGN & MAIL YOUR PROXY CARD TODAY

<PAGE>
REVOCABLE PROXY R E S I P
ROGERS CORPORATION