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<SEC-DOCUMENT>0000084748-01-500003.txt : 20010327
<SEC-HEADER>0000084748-01-500003.hdr.sgml : 20010327
ACCESSION NUMBER:		0000084748-01-500003
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010326

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ROGERS CORP
		CENTRAL INDEX KEY:			0000084748
		STANDARD INDUSTRIAL CLASSIFICATION:	PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821]
		IRS NUMBER:				060513860
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			0102

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		
		SEC FILE NUMBER:	001-04347
		FILM NUMBER:		1578362

	BUSINESS ADDRESS:	
		STREET 1:		P.O. BOX 188
		STREET 2:		ONE TECHNOLOGY DRIVE
		CITY:			ROGERS
		STATE:			CT
		ZIP:			06263-0188
		BUSINESS PHONE:		860 774-96
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>r10k2000.txt
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION

                           Washington, D. C. 20549


                                   FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2000

                               OR

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

For the transition period from _______________ to _______________

Commission file number 1-4347



                       ROGERS CORPORATION
      [Exact name of Registrant as specified in its charter]


   Massachusetts                                           06-0513860
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                     Identification No.)

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

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

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


                                                 Name of each exchange on
    Title of each class                          which registered
- -----------------------------                    ------------------------
Capital Stock, $1 Par Value                      New York Stock Exchange, Inc.
Rights to Purchase Capital Stock                 New York Stock Exchange, Inc.

      Securities registered pursuant to Section 12(g) of the Act: None

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

      Yes       X        No ________

   Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  [  ]

      The aggregate market value of the Capital Stock, $1 par
        value, held by non-affiliates of the Registrant as of
        March 1, 2001 was $519,662,872.

       The number of shares of Capital Stock, $1 par value,
outstanding as of March 1, 2001 was 15,170,346.


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's annual report to shareholders for
the fiscal year ended December 31, 2000 are incorporated by
reference into Parts I and II.

Portions of the proxy statement for the Registrant's 2001 annual
meeting of stockholders to be held April 26, 2001, are
incorporated by reference into Part III.


<PAGE>

                        TABLE OF CONTENTS


                             PART I

Item                                                                Page

1.  Business                                                           1

2.  Properties                                                         6

3.  Legal Proceedings                                                  6

4.  Submission of Matters to a Vote of Security Holders                7


                              PART II

5.  Market for Registrant's Common Equity and Related
    Stockholder Matters                                                7

6.  Selected Financial Data                                            7

7.  Management's Discussion and Analysis of Financial
    Condition and Results of Operations                                8

7A. Quantitative and Qualitative Disclosures About Market
    Risk                                                               8

8.  Financial Statements and Supplementary Data                        8

9.  Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure                                8


                            PART III


10. Directors and Executive Officers of the Registrant                 8

11. Executive Compensation                                             8

12. Security Ownership of Certain Beneficial Owners
    and Management                                                     8


                             PART IV


14. Exhibits and Reports on Form 8-K                                   9


                           SIGNATURES

    Signatures                                                        13


<PAGE>


                             PART I

Item 1.  BUSINESS
                             GENERAL

Rogers Corporation (the Company), founded in 1832, is one of the
oldest publicly traded U.S. companies in continuous operation.
The Company has adapted its products over the years to meet
changing market needs, moving from specialty paperboard to
transformer boards for electrical insulation, and now
predominantly to a range of specialty polymer composite materials
for communications, imaging, computer, transportation, and
consumer applications.

New leadership in 1992 restructured the Company to focus on these
materials based businesses - printed circuit materials, high
performance foams, and other polymer materials and components.
The Company's management, operations, sales and marketing, and
technology development activities were redirected to efforts
intended to grow the materials based businesses.  In so doing,
the Company takes advantage of its core competencies in polymers,
fillers, and adhesion, and applies its related materials
technologies to identified market needs.  Materials based
businesses were the core businesses responsible for the Company's
strong growth in the 1960's and 1970's, and provided most of the
Company's profits in the 1980's.  During that time, the profits
from the materials based businesses were often offset by
substantial losses in the Company's former electronic components
businesses, which are now divested.

The materials based businesses are guided by clearly developed
strategic business plans for profitable growth.  The current
focus is on worldwide markets for printed circuit materials,
especially high frequency circuit materials; high performance
urethane and silicone foams; and the electroluminescent lamp
joint venture with 3M.  An increasingly large percentage of these
materials are going into fast growth, high technology
applications, such as  communication base stations and antenna
towers, hand held wireless devices and satellite television
receivers.

      BUSINESS SEGMENT FINANCIAL AND GEOGRAPHIC INFORMATION

"Business Segment and Geographic Information" on pages 43-45 of
the annual report to shareholders for the year ended December 31,
2000, is incorporated herein by reference.

                            PRODUCTS

Rogers Corporation manufactures and sells specialty polymer
composite materials and components which it develops for growing
markets and applications around the world.  The Company has three
business segments: High Performance Foams, Printed Circuit
Materials, and Other Polymer Materials and Components.  The
Company's products are based on its core technologies in
polymers, fillers, and adhesion.  Most products are proprietary,
or incorporate proprietary technology in their development and
processing, and are sold under the Company's valuable brand
names.

HIGH PERFORMANCE FOAMS

High Performance Foams include urethane foams and silicone foams.
The Company's High Performance Foams have characteristics that
offer functional advantages in many market applications, and
serve to differentiate the Company's products from competitors'
materials and from other commonly available materials.

High Performance Foams are sold to fabricators,  printers and
original equipment manufacturers for applications in imaging,
communications, computer, transportation, consumer and other
markets.  Trade names for the Company's High Performance Foams
include:  PORON(R) urethane foams used for making high performance
gaskets and seals in vehicles, communications devices, computers
and peripherals;



                                1


<PAGE>


PORON cushion insole materials for footwear and related products;
PORON healthcare and medical materials for body cushioning,
orthotic appliances, and artificial limbs; BISCO(TM) silicone foams
and sponges, used for making flame retardant gaskets and seals in
aircraft, trains, cars and trucks, and for shielding extreme
temperature or flame; and R/bak(R) compressible printing plate
backing and mounting products for cushioning flexographic
printing on packaging materials.

One of the Company's joint ventures extends and complements the
Company's worldwide business in High Performance Foams. The
Rogers Inoac Corporation (RIC), a 50% owned joint venture with
Japan-based Inoac Corporation, manufactures high performance
PORON urethane foam materials in Mie and Nagoya, Japan.

PRINTED CIRCUIT MATERIALS

Printed Circuit Materials include printed circuit board laminates
for high frequency circuits, flexible printed circuit board
laminates for high performance flexible circuits, and polyester
based industrial laminates.  The Company's Printed Circuit
Materials have characteristics that offer performance and other
advantages in many market applications, and serve to
differentiate the Company's products from competitors' products
and from commonly available materials.

Printed Circuit Materials are sold principally to independent and
captive printed circuit board manufacturers who convert the
Company's laminates to custom printed circuits.

The polymer based dielectric layers of the Company's high
frequency circuit board laminates are proprietary materials that
provide highly specialized electrical and mechanical properties.
Trade names for the Company's high frequency printed circuit
board materials include RO3000(R), RO4000(R), DUROID(R), RT/duroid(R),
ULTRALAM(R), and TMM(R) laminates.  All of these laminates are used
for making circuitry that receive, transmit, and process high
frequency communications signals.  Each laminate addresses
specific needs and applications within the communications market.
High frequency circuits are used throughout the equipment and
devices that comprise wireless communications systems, including
cellular communications, digital cellular communications, paging,
direct broadcast television, global positioning, mobile radio
communications, and radar.

The flexible circuit materials that the Company manufactures are
called R/flex(R) materials.  They are mainly used to make
interconnections for hard disk drives, portable computers, and
miniaturized electronic devices.  The performance characteristics
of R/flex materials differentiate these laminates from commonly
available flexible circuit materials.

The adhesiveless flexible circuit materials that the Company sold
to Hutchinson Technology Incorporated (HTI), for making TSA
suspensions in magneto resistive hard disk drives, are called
SSLAM materials.  SSLAM materials are manufactured by Mitsui
Chemicals, Inc. of Japan, under a technology license from Rogers
Corporation.  Effective January 3, 2000 the Company started a
joint venture with Mitsui Chemicals, Inc. to eventually
manufacture this flexible circuit board laminate in Chandler,
Arizona.  Beginning in 2000, this joint venture, Polyimide
Laminate Systems, LLC (PLS) made these sales to HTI rather than
having the resale go through the Company. Eventually PLS will
provide HTI with a second source of supply thereby enabling the
Company and Mitsui Chemicals to remain the sole source for these
materials.

Industrial laminates are manufactured by the Company under the
Induflex trade name.  These polyester based laminates, with thin
aluminum and copper cladding, are sold to telecommunications and
data communication cable manufacturers for shielding
electromagnetic and radio frequency interference, and to
automotive component manufacturers for making flat, etched-foil
heaters.

OTHER POLYMER MATERIALS AND COMPONENTS

Other Polymer Materials and Components include high performance
elastomer components, composite materials, high performance
thermoset moldable composites, and power distribution bus bars.
The Company's Other Polymer Materials and Components have
characteristics that offer functional


                                2

<PAGE>

advantages in many market applications, and serve to
differentiate the Company's products from competitors' materials
and from other commonly available materials.

Other Polymer Materials and Components are sold to molders,
printers and original equipment manufacturers for applications in
transportation, communications, imaging, computer, consumer and
other markets.  Trade names for the Company's Other Polymer
Materials and Components include:  NITROPHYL(R) floats for fill
level sensing in fuel tanks, motors, and storage tanks; ENDUR(R)
elastomer rollers and belts for document handling in copiers,
computer printers, facsimile machines, mail sorting machines and
automated teller machines; MPC(R) phenolic-based and RX(R) epoxy-
based thermoset moldable composites for molding engine and
transmission parts used in vehicles, and for molding commutator
hubs, brush holders, and other high performance parts that
insulate electrical activity in electric motors, appliances, and
tools.  In January 1999, the Company acquired portions of the
moldable composite business of Cytec Fiberite, broadening the
line of thermoset moldable phenolic and epoxy composites that it
can offer customers for high performance applications.  Acquired
products include brake piston formulations for molding disk brake
pistons, and epoxy molding materials for making optoelectronics
components.

Power distribution bus bars are manufactured by the Company under
the MEKTRON(R) trade name.  Bus bars are sold to manufacturers of
high voltage electrical traction systems for use in mass transit
and industrial applications, and to manufacturers of
communication and computer equipment.

The Company's nonwoven composite materials are manufactured for
medical padding and bandaging, and industrial pre-filtration
applications.  In October 1998, the Company acquired the
dampening sleeve business from Imation, a former 3M business.
These nonwoven composite roller covers, and related pressroom
products, are consumable supplies used by the lithographic
printing industry.

One of the Company's joint ventures complements the Company's
worldwide business in Other Polymer Materials and Components.
Durel Corporation, a 50% owned venture with 3M, manufactures
DUREL electroluminescent lamps and phosphor, in Chandler,
Arizona.

                             BACKLOG

Excluding joint venture activity, the backlog of firm orders for
High Performance Foams was $2,860,000 at December 31, 2000 and
$3,869,000 at January 2, 2000.  The backlog of firm orders for
Printed Circuit Materials was $7,689,000 at December 31, 2000 and
$11,693,000 at January 2, 2000.  The backlog of firm orders for
Polymer Materials and Components was $21,257,000 at December  31,
2000 and $25,540,000 at January 2, 2000.  The amount of unfilled
orders is reasonably stable throughout the year.

                          RAW MATERIALS

The manufacture of High Performance Foams, Printed Circuit
Materials and Other Polymer Materials and Components requires a
wide variety of purchased raw materials.  Some of these raw
materials are available only from limited sources of supply that,
if discontinued, could interrupt production.  When this has
occurred in the past, the Company has purchased sufficient
quantities of the particular raw material to sustain production
until alternative materials and production processes could be
qualified with customers.  Management believes that similar
responses would mitigate any raw material availability issues in
the future.

                            EMPLOYEES

The Company employed an average of 204 people in the High
Performance Foams operations, 488 people in the Printed Circuit
Materials operations, and 665 people in the Polymer and
Materials operations during 2000.




                                3

<PAGE>

                           SEASONALITY

In the Company's opinion, none of the business is seasonal.

                      CUSTOMERS & MARKETING

The Company's products were sold to approximately 2,700 customers
worldwide in 2000. Although the loss of all the sales made to any
one of the Company's major customers would require a period of
adjustment during which the business of a segment would be
adversely affected, the Company believes that such adjustment
could be made over a period of time.  The Company also believes
that its business relationships with the major customers within
all of its segments are generally favorable, and that it is in a
good position to respond promptly to variations in customer
requirements.  However, the possibility exists of losing all the
business of any major customer as to any product line.  Likewise,
the possibility exists of losing all the business of any single
customer.

The Company markets its full range of products throughout the
United States and in most foreign markets.  Over 90% of the
Company's sales are sold through the Company's own domestic and
foreign sales force, with the balance sold through independent
agents and distributors.

                           COMPETITION

There are no firms that compete with the Company across its full
range of product lines.  However, each of the Company's products
faces competition in each business segment in domestic and
foreign markets.  Competition comes from firms of all sizes and
types, including those with substantially more resources than the
Company.  The Company's strategy is to offer technically advanced
products that are price competitive in their markets, and to link
the offerings with market knowledge and customer service.  The
Company believes this serves to differentiate the Company's
products in many markets.

                     RESEARCH & DEVELOPMENT

The Company has many domestic and foreign patents and licenses
and has additional patent applications on file related to all
business segments.  In some cases, the patents result in license
royalties.  The patents are of varying duration and provide some
protection.  Although the Company vigorously defends its patents,
the Company believes that its patents have most value in
combination with its equipment, technology, skills, and market
position. The Company also owns a number of registered and
unregistered trademarks that it believes to be of importance.

During its fiscal year 2000, the Company spent $12,493,000 on
research and development activities, compared with $10,791,000 in
1999, and $10,352,000 in 1998.  These amounts include the cost of
the corporate research and development effort in Rogers,
Connecticut, which amounted to $8,892,000, $7,491,000, and
$7,452,000 in 2000, 1999, and 1998, respectively.  The balance
was comprised of expenditures for product development and new
process development activities in its operating units.

                    ENVIRONMENTAL REGULATION

During fiscal year 2000, the Company spent $400,000 on capital
equipment necessary to comply with federal, state, and local
environmental protection, health and safety regulations.
Management estimates that 2001 expenditures needed for compliance
with current environmental, health, and safety regulations will
approximate $1,500,000 of which $700,000 has been accrued and
$690,000 is expected to be capitalized.  These capital
expenditures will generally be depreciated on a straight-line
basis over a period of from 5 to 10 years.



                                4

<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT

All officers hold office until the first meeting of the Board of
Directors following the annual meeting of stockholders or until
successors are elected.

There are no family relationships between or among executive
officers and directors of the Company.



                                                            Served in Present
Name, Age and             Prior Business Experience                  Position
Present Position             in Past Five Years                         Since
- -----------------------------------------------------------------------------

Walter E. Boomer, 62    Senior Vice President of McDermott
President and Chief     International, Inc. to February 1995;
Executive Officer       President of Babcock & Wilcox Power
                        Generation Group and Executive Vice
                        President of McDermott International,
                        Inc. to October 1996.                      March 1997

Bruce G. Kosa, 61
Vice President,
Technology                                                       October 1994


John A. Richie, 53
Vice President,
Human Resources                                                  October 1994


Frank H. Roland, 65     President of Halstead Industries, Inc.
Vice President,         from June 1991 to January 1995;  Vice
Finance; Chief          President of RBX Corporation January
Financial Officer;      1995 to October 1996; President of
and Secretary           Rubatex Corporation April 1995 to
                        October 1996; President and Chief
                        Executive Officer of RBX Corporation
                        October 1996 to July 1998.             September 1998


Robert D. Wachob, 53    Vice President, Sales and Marketing
Exective Vice           from October 1990 to May 1997; Senior
President               Vice President, Sales and Marketing
                        from May 1997 to January 2000.           January 2000


Robert M. Soffer, 53
Treasurer                                                          March 1987
Assistant Secretary and Clerk                                   February 1992
Vice President                                                     April 2000


Donald F. O'Leary, 57   Assistant Controller from April 1982
Corporate Controller    to April 1995.                             April 1995
Executive Officer                                                  April 1996




                                  5

<PAGE>


Item 2.  PROPERTIES

The Company owns its properties, except as noted below.  The
Company considers that its properties are well-maintained, in
good operating condition, and suitable for its current and
anticipated business. Operating capacity can be increased by
additional worker hours at several of the Company's locations.
Also, adequate land is available for foreseeable future
requirements at each of the Company's owned plants.

                        Floor Space
                       (Square Feet)  Type of Facility      Leased/Owned


High Performance Foams
- ----------------------
Woodstock,
    Connecticut            152,000     Manufacturing          Owned
Elk Grove Village,                                            Leased through
    Illinois                93,000     Manufacturing               9/01

Printed Circuit Materials
- -------------------------
Chandler, Arizona          137,000     Manufacturing          Owned
                            11,000     Warehouse              Owned
                            12,000     Rental Property        Owned
Chandler, Arizona*         142,000     Manufacturing          Owned
Ghent, Belgium
 Rogers NV                  17,000     Manufacturing          Owned
 Rogers Induflex NV         96,000     Manufacturing          Owned

Other Polymer Materials
 and Components
- -----------------------
Manchester,
    Connecticut            150,000     Manufacturing          Owned
                            38,000     Warehouse              Owned
South Windham,
    Connecticut             88,000     Manufacturing          Owned
Rogers, Connecticut        290,000     Manufacturing          Owned
Ghent, Belgium
 Rogers NV                  96,000     Manufacturing          Owned

Other
- -----
Rogers, Connecticut        116,000     Corporate Headquarters/
                                        Research &
                                         Development          Owned
Tokyo, Japan                 2,000     Sales Office          Leased through
                                                                8/01
Wanchai, Hong Kong           1,000     Sales Office          Leased through
                                                                3/02
Taipei, Taiwan, R.O.C.       1,000     Sales Office          Leased through
                                                                7/02
Seoul, Korea                 1,000     Sales Office          Leased through
                                                                2/02
Singapore                    1,000     Sales Office          Leased through
                                                                6/02

*    The Company is leasing this facility to the current owner of
  the flexible interconnections business, which was sold by the
  Company in 1993.

Item 3.  LEGAL PROCEEDINGS

The Company is subject to federal, state, and local laws and
regulations concerning the environment and is currently engaged
in proceedings involving a number of sites under these laws, as a
participant in a group of potentially responsible parties (PRPs).
The Company is currently involved as a PRP in two cases involving
waste disposal sites, both of which are Superfund sites. These
proceedings are at a preliminary stage and it is impossible to
estimate the cost of remediation, the timing and extent of
remedial action which may be required by governmental
authorities, and the amount of liability, if any, of the Company
alone or in relation to that of any other PRPs.  The Company also
has been seeking to identify insurance coverage with respect to
these matters.  Where it has been possible to make a reasonable
estimate of the

                                   6


<PAGE>

Company's liability, a provision has been established.  Insurance
proceeds have only been taken into account when they have been
confirmed by or received from the insurance company.  Actual
costs to be incurred in future periods may vary from these
estimates.  Based on facts presently known to it, the Company
does not believe that the outcome of these proceedings will have
a material adverse effect on its financial position.

In addition to the above proceedings, the Company has been
actively working with the Connecticut Department of Environmental
Protection (CT DEP) related to certain polychlorinated biphenyl
(PCB) contamination in the soil beneath a section of cement flooring
at its Woodstock, Connecticut facility.  The Company completed
clean-up efforts in 2000 and will be continually monitoring the
site for the next three years.  On the basis of estimates prepared
by environmental engineers and consultants, the Company recorded
a provision of $1,600,000 prior to 1998, and based on updated
estimates provided an additional $600,000 in 1998 and $400,000
in 1999 for costs related to this matter.  Prior to 1998, $700,000
was charged against this provision.  In 1998, 1999, and 2000,
expenses of $200,000, $400,000, and $900,000 were charged, respectively,
against the provision.  The remaining amount in the reserve is
primarily for testing, monitoring, sampling and any minor
residual treatment activity.  Management believes, based on facts
currently available, that the balance of this provision is
adequate to complete the project.

In this same matter the United States Environmental Protection
Agency (EPA) has alleged that the Company improperly disposed of
PCBs.  An administrative law judge found the Company liable for
this alleged disposal and assessed a penalty of approximately
$300,000.  The Company reflected this fine in expense in 1998 but
disputes the EPA allegations and appealed the administrative law
judge's findings and penalty assessment.  The original findings
were upheld internally by the EPA's Environmental Appeals Board,
and the Company has now placed that decision on appeal to the
District of Columbia Federal Court of Appeals.

The Company has not had any material recurring costs and capital
expenditures relating to environmental matters, except as
specifically described in the preceding statements.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                            PART II


Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information set forth under
the caption "Capital Stock Market Prices" on page 47, under the
caption "Restriction on Payment of Dividends" in Note G on page
38, and under the caption "Dividend Policy" in the "Management's
Discussion and Analysis" on page 21 of the 2000 annual report to
shareholders.

At March 12, 2001, there were 987 shareholders of record.


Item 6.  SELECTED FINANCIAL DATA

Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information set forth under
the caption "Selected Financial Data" on page 13 of the 2000
annual report to shareholders, but specifically excluding from
said incorporation by reference the information contained therein
and set forth under the subcaption "Other Data."



                                7
<PAGE>

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information set forth under
the caption "Management's Discussion and Analysis" on pages 14
through 25 of the 2000 annual report to shareholders.

Item 7A. QUANTITATIVE  AND QUALITATIVE DISCLOSURES ABOUT
         MARKET RISK

Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information set forth under
the caption "Market Risk" in the "Management's Discussion and
Analysis" on page 22 of the 2000 annual report to shareholders.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information set forth on pages
26 through 46 and under the caption "Quarterly Results of
Operations (Unaudited)" on page 47 of the 2000 annual report to
shareholders.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

None.


                            PART III


Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information with respect to
the Directors of the Registrant set forth under the caption
"Nominees for Director" on page 3 of the Registrant's definitive
proxy statement dated March 15, 2001, for its 2001 annual meeting
of stockholders filed pursuant to Section 14(a) of the Act.
Information with respect to Executive Officers of the Registrant
is presented in Part I.


Item 11.  EXECUTIVE COMPENSATION

Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information set forth under
the captions "Directors' Compensation" on page 6 and "Executive
Compensation" on pages 8 through 16 of the Registrant's
definitive proxy statement, dated March 15, 2001, for its 2001
annual meeting of stockholders filed pursuant to Section 14(a) of
the Act.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT

Pursuant to General Instruction G to Form 10-K, there is hereby
incorporated by this reference the information with respect to
Security Ownership of Certain Beneficial Owners and Management
set forth under the captions "Stock Ownership of Management" on
page 4 and "Beneficial Ownership of More Than Five Percent of
Rogers Stock" on page 5 of the Registrant's definitive proxy
statement, dated March 15, 2001, for its 2001 annual meeting of
stockholders filed pursuant to Section 14(a) of the Act.



                                8

<PAGE>

                             PART IV


Item 14. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES,  AND
         REPORTS ON FORM 8-K


(a)(1) and (2)- The following consolidated financial statements
         of Rogers Corporation and Subsidiaries,  included in
         the Annual Report of the Registrant to its shareholders
         for the fiscal year ended December 31, 2000, are
         incorporated by reference in Item 8:

           Consolidated Balance Sheets - December 31,  2000
             and January 2, 2000
           Consolidated Statements of Income - Fiscal Years Ended
             December 31, 2000, January 2, 2000, and January 3, 1999
           Consolidated Statement of Shareholders' Equity -
             Fiscal Years Ended December 31, 2000,  January 2, 2000,
               and January 3, 1999
           Consolidated Statements of Cash Flows - Fiscal Years
             Ended December 31, 2000,
               January 2, 2000, and January 3, 1999
           Notes to Consolidated Financial Statements -
               December 31, 2000

         The following consolidated financial statement schedule
         of Rogers Corporation and Subsidiaries is included in
         Item 14 (d):

           Schedule II Valuation and Qualifying Accounts



All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable, and therefore have been omitted.










                                9

<PAGE>

   (3) Exhibits (numbered in accordance with Item 601 of
       Regulation S-K):

      3a  Restated Articles of Organization, filed with the
      Secretary of State of the Commonwealth of Massachusetts on
      April 6, 1966, were filed as Exhibit 3a to the
      Registrant's Annual Report on Form 10-K for the fiscal
      year ended January 1, 1989 (the 1988 Form 10-K)*.

      3b Articles of Amendment to the Articles of Organization,
      filed with the Secretary of State of the Commonwealth of
      Massachusetts on August 10, 1966, were filed as Exhibit 3b
      to the 1988 Form 10-K*.

      3c Articles of Merger of Parent and Subsidiary
      Corporations, filed with the Secretary of State of the
      Commonwealth of Massachusetts on December 29, 1975, were
      filed as Exhibit 3c to the 1988 Form 10-K*.

      3d Articles of Amendment, filed with the Secretary of State
      of the Commonwealth of Massachusetts on March 29, 1979,
      were filed as Exhibit 3d to the 1988 Form 10-K*.

      3e Articles of Amendment, filed with the Secretary of State
      of the Commonwealth of Massachusetts on March 29, 1979,
      were filed as Exhibit 3e to the 1988 Form 10-K*.

      3f Articles of Amendment, filed with the Secretary of State
      of the Commonwealth of Massachusetts on April 2, 1982,
      were filed as Exhibit 3f to the 1988 Form 10-K*.

      3g Articles of Merger of Parent and Subsidiary
      Corporations, filed with the Secretary of State of the
      Commonwealth of Massachusetts on December 31, 1984, were
      filed as Exhibit 3g to the 1988 Form 10-K*.

      3h Articles of Amendment, filed with the Secretary of State
      of the Commonwealth of Massachusetts on April 6, 1988,
      were filed as Exhibit 3h to the 1988 Form 10-K*.

      3i By-Laws of the Company as amended on March 28, 1991,
      September 10, 1991, and June 22, 1995 were filed as
      Exhibit 3i to the Registrant's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1995 (the 1995 Form
      10-K)*.

      3j Articles of Amendment, as filed with the Secretary of
      State of the Commonwealth of Massachusetts on May 24,
      1994, were filed as Exhibit 3j to the 1995 Form 10-K*.

      3k Articles of Amendment, as filed with the Secretary of
      State of the Commonwealth of Massachusetts on May 8, 1998
      were filed as Exhibit 3k to the 1998 Form 10-K*.

      4a 1997 Shareholder Rights Plan was filed on Form 8-A dated
      March 24, 1997.  The June 19, 1997 and July 7, 1997
      amendments were filed on Form 8-A/A dated July 21, 1997*.

     10a Rogers Corporation Incentive Stock Option Plan** (1979,
      as amended July 9, 1987 and October 23, 1996).  The 1979
      plan and the July 9, 1987 amendment were filed as Exhibit
      10c to the Registrant's Annual Report on Form 10-K for the
      fiscal year ended January 3, 1988 (the 1987 Form 10-K).
      The October 23, 1996 amendment was filed as Exhibit 10a to
      the Registrant's Annual Report on Form 10-K for the fiscal
      year ended December 29, 1996 (the 1996 Form 10-K)*.

    10b Description of the Company's Life Insurance Program**,
      was filed as Exhibit K to the Registrant's Annual Report
      on Form 10-K for the fiscal year ended December 28, 1980*.

    10c Rogers Corporation Annual Incentive Compensation Plan**
      (as restated and amended on December 18, 1996) was filed
      as Exhibit 10c to the 1996 Form 10-K*.

    10d Rogers Corporation 1988 Stock Option Plan** (as amended
      December 17, 1988, September 14, 1989, and October 23,
      1996).  The 1988 plan, the 1988 amendment, and the 1989
      amendment were filed as Exhibit 10d to the Registrant's
      Annual Report on Form 10-K for the fiscal year ended
      January 1, 1995 (the 1994 Form 10-K)*.  The 1996 amendment
      was filed as Exhibit 10d to the 1996 Form 10-K*.

    10e Rogers Corporation 1990 Stock Option Plan** (as restated
      and amended on October 18, 1996 and December 21, 1999).
      The October 18, 1996 restatement and amendment was filed
      as Registration Statement No. 333-14419 on Form S-8 dated
      October 18, 1996*.  The December 21, 1999 amendment was
      filed as Exhibit 10e to the 1999 Form 10-K*.



                               10

<PAGE>

    10f Rogers Corporation Deferred Compensation Plan** (1983) was
      filed as Exhibit O to the Registrant's Annual Report on
      Form 10-K for the fiscal year ended January 1, 1984*.

    10g Rogers Corporation Deferred Compensation Plan** (1986) was
      filed as Exhibit 10e to the 1987 Form 10-K*.

    10h Rogers Corporation 1994 Stock Compensation Plan** (as
      restated and amended on October 17, 1996 and amended on
      December 18, 1997).  The 1994 plan, as amended and
      restated on October 17, 1996, was filed as Exhibit 10h to
      the 1996 Form 10-K.  The 1997 amendment was filed as
      Exhibit 10h to the 1997 Form 10-K*.

    10i Rogers Corporation Voluntary Deferred Compensation Plan
      for Non-Employee Directors** (1994, as amended December
      26, 1995, December 27, 1996 and as restated and amended
      December 21, 1999).  The 1994 plan, the December 26, 1995
      and December 27, 1996 amendments were filed as Exhibit 10i
      to the 1994 Form 10-K, 1995 Form 10-K, and 1996 Form 10-K,
      respectively.  The December 21, 1999 restatement and
      amendment were filed as Exhibit 10i to the 1999 Form 10-
      K*.

    10j Rogers Corporation Voluntary Deferred Compensation Plan
      for Key Employees** (1993, as amended on December 22,
      1994, December 21, 1995, December 22, 1995, April 17, 1996
      and as restated and amended on December 21, 1999).  The
      1993 plan and the 1994 amendments were filed as Exhibit
      10j to the 1994 Form 10-K.  The 1995 and 1996 amendments
      were filed as Exhibit 10j to the 1995 Form 10-K and 1996
      Form 10-K, respectively.  The December 21, 1999
      restatement and amendment were filed as Exhibit 10j to the
      1999 Form 10-K*.

    10k Rogers Corporation Long-Term Enhancement Plan for Senior
      Executives of Rogers Corporation** (December 18, 1997*, as
      amended April 4, 2000) .  The April 4, 2000 amendment is
      filed herewith.

    10l Rogers Corporation 1998 Stock Incentive Plan (1998, as
      amended September 9, 1999 and December 21, 1999).** The
      1998 Plan was filed as Registration Statement No. 333-
      50901 on April 24, 1998*.  The September 9, 1999 and
      December 21, 1999 amendments were filed as Exhibit 10l to
      the 1999 Form 10-K*.

    10m Multicurrency Revolving Credit Agreement dated December 8,
      2000 is filed herewith.

    13  Portions of the Rogers Corporation 2000 Annual Report to
      Shareholders which are specifically incorporated by
      reference in this Annual Report on Form 10-K.

    21  Subsidiaries of the Registrant.

    23  Consent of Independent Auditors.


 *In accordance with Rule 12b-23 and Rule 12b-32 under the
  Securities Exchange Act of 1934, as amended, reference is made
  to the documents previously filed with the Securities and
  Exchange Commission, which documents are hereby incorporated
  by reference.

**    Management Contract.


(b)   No reports on Form 8-K were filed during the three months
      ended December 31, 2000.


(c)   Exhibits - The response to this portion of Item 14 is
      submitted as a separate section of this report.






                               11


<PAGE>

(d)   Financial Statement Schedule

             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

             ROGERS CORPORATION AND CONSOLIDATED SUBSIDIARIES

(Dollars in Thousands)
                                                                   Balance
                      Balance at       Charged to                  at End
                      Beginning        Costs and      Other        of
      Description     of Period        Expenses       Deductions   Period
- --------------------------------------------------------------------------

December 31, 2000:

Allowance for doubtful
  accounts            $   794          $  987         $   (23)     $ 1,804


January 2, 2000:

Allowance for doubtful
  accounts            $   318          $  520         $    44      $   794


January 3, 1999:

Allowance for doubtful
  accounts            $   148          $  332          $  162      $   318










                               12

<PAGE>


                           SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
                           ROGERS CORPORATION
                            (Registrant)



Date:  March 26, 2001         By /s/Frank H. Roland
                              Frank H. Roland
                              Vice President, Finance; Chief
                              Financial Officer; and
                              Secretary

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on March 19, 2001, by the
following persons on behalf of the Registrant and in the
capacities indicated.


By /s/Walter E. Boomer               President (Principal Executive Officer)
    Walter E. Boomer                 and Director

By /s/Leonard M. Baker               Director
    Leonard M. Baker

By /s/Harry H. Birkenruth            Director
    Harry H. Birkenruth

By /s/Edward L. Diefenthal           Director
    Edward L. Diefenthal

By /s/Gregory B. Howey               Director
    Gregory B. Howey

By /s/Leonard R. Jaskol              Director
    Leonard R. Jaskol

By /s/William E. Mitchell            Director
    William E. Mitchell

By /s/Robert G. Paul                 Director
    Robert G. Paul










                               13

<PAGE>

             EXHIBIT 21 - SUBSIDIARIES OF THE REGISTRANT


                                       Percentage
                                       of Voting      Jurisdiction
                                       Securities   of Incorporation
    Company                              Owned      or Organization
    --------                           ----------   ----------------


    Rogers L-K Corp.                       100%          Delaware

    Rogers Japan Inc.                      100%          Delaware

    Rogers Southeast Asia, Inc.            100%          Delaware

    Rogers Taiwan, Inc.                    100%          Delaware

    Rogers Korea, Inc.                     100%          Delaware

    Rogers Technologies Singapore,
      Inc.                                 100%          Delaware

    Rogers Specialty Materials
      Corporation                          100%          Delaware

    Rogers Circuit Materials, Inc.         100%          Delaware

    TL Properties, Inc.                    100%          Arizona

    World Properties, Inc.                 100%          Illinois

    Rogers Export Sales Corporation        100%          Barbados

    Rogers Induflex N.V.                   100%          Belgium

    Rogers N.V.                            100%          Belgium

    Rogers GmbH                            100%          Germany

    Rogers (UK) LTD                        100%          England

    Rogers S.A.                            100%          France

   *Rogers Inoac Corporation                50%          Japan

   *Durel Corporation                       50%          Delaware

   *Polyimide Laminate Systems, LLC         50%          Delaware

   *Rogers Chang Chun Technology Co., LTD   50%          Taiwan, R.O.C.

   *These entities are unconsolidated joint ventures and acc
  ordingly are not consolidated in the consolidated financial
  statements of Rogers Corporation.



                               F-1

<PAGE>


                          EXHIBIT 23

                CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in this Annual
Report (Form 10-K) of Rogers Corporation of our report dated
February 1, 2001, except as to Note L, as to which the date is
February 7, 2001, included in the 2000 Annual Report to
Shareholders of Rogers Corporation.

Our audit also included the financial statement schedule of
Rogers Corporation listed in Item 14(a).  This schedule is the
responsibility of the Company's management.  Our responsibility
is to express an opinion based on our audits.  In our opinion,
the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information
set forth therein.

We also consent to the incorporation by reference in Registration
Statements (Form S-8 Nos. 2-84992, 33-21121, 33-38219, 33-38920,
33-64314, 33-44087, 33-53353, 333-14419, and 333-42545, 333-50901
and Form S-3 No. 33-53369) pertaining to various stock option and
employee savings plans, and stock grants, of Rogers Corporation of
our report dated February 1, 2001, except as to Note L, as to which
the date is February 7, 2001, with respect to the consolidated
financial statements incorporated herein by reference, and our report
included in the preceding paragraph with respect to the financial
statement schedule included in this Annual Report (Form 10-K) of
Rogers Corporation.






                                                     ERNST & YOUNG LLP


Providence, Rhode Island
March 23, 2001











                               F-2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>mda00.txt
<TEXT>

SELECTED FINANCIAL DATA

(Dollars in Thousands, Except per Share Amounts)
- ----------
                           2000       1999       1998       1997       1996
                         --------   --------   --------   --------   --------
SALES AND INCOME
- ----------
Net Sales                $248,215   $247,839   $216,574   $189,652   $141,476
Income Before Income
 Taxes                     37,634     25,877     19,126     22,005     17,657
Net Income                 26,720     18,631     13,771     16,500     13,949

PER SHARE DATA*
- ----------
Basic                        1.79       1.24        .91       1.10        .96
Diluted                      1.69       1.19        .87       1.05        .91
Book Value                   9.65       7.94       7.24       6.26       5.21

FINANCIAL POSITION (YEAR-END)
- ----------
Current Assets             92,849     72,547     69,164     74,325     57,567
Current Liabilities        38,745     36,741     32,305     33,983     24,637
Ratio of Current Assets
  to Current
    Liabilities          2.4 to 1   2.0 to 1   2.1 to 1   2.2 to 1   2.3 to 1
Cash, Cash Equivalents, and
  Marketable Securities    10,100      9,955      9,849     21,555     19,631
Working Capital            54,104     35,806     36,859     40,342     32,930
Property, Plant and
  Equipment - Net          94,199     84,652     79,969     57,359     41,772
Total Assets              221,514    183,406    176,174    158,440    119,227
Long-Term Debt less Current
  Maturities                9,116      9,740     13,687     13,660      3,600
Shareholders' Equity      145,813    116,417    110,231     94,378     77,212
Long-Term Debt as a Percentage
  of Shareholders' Equity      6%         8%        12%        14%         5%

OTHER DATA
- ----------
Depreciation and
  Amortization             12,507     10,375      8,439      6,614      5,781
Research and Development
  Expenses                 12,493     10,791     10,352      9,608      9,184
Capital Expenditures       22,744     13,621     28,965     17,739      6,326
Number of Employees
 (Average)                  1,358      1,197      1,122        993        854
Net Sales per Employee        183        207        193        191        166
Number of Shares Outstanding
  at Year-End*         15,102,670 14,664,652 15,235,332 15,087,398 14,811,922

*Restated for the two-for-one stock split in May 2000.

                                         13

                                        F-3

<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS

Overview

For the year 2000, net sales were $248.2 million, up from $247.8
in 1999.  Combined Sales, which include half of the sales of
Rogers unconsolidated 50% owned joint ventures, totaled $316.8
million. Beginning in January 2000, sales of a specialty flexible
circuit laminate sold to Hutchinson Technology, Inc. (HTI), were
sold through Polyimide Laminate Systems, LLC (PLS), Rogers joint
venture with Mitsui Chemicals, Inc.  Previous to the formation of
this joint venture, these sales were included in Rogers net
sales.  If these sales had been sold through the joint venture
during both periods, Rogers net sales would have shown an
increase of 14.3% in 2000 as compared to 1999.  On the same
basis, Combined Sales would have shown an increase of 17.5% in
2000 over 1999.

Income before income taxes rose 45% to a record $37.6 million
while after-tax profits increased 43% to $26.7 million, also a
record.  Diluted earnings per share for the year were $1.69, up
from $1.19 in 1999 and basic earnings per share were $1.79 in
2000, up from $1.24 in 1999.  These numbers reflect the two-for-
one stock split which occurred in the second quarter of 2000.

The improvement in earnings resulted from sales growth, improved
margins and increased joint venture income, offset somewhat by
the added spending to further strengthen sales and marketing
capabilities and to further develop information systems.



Sales and Operating Profits

Sales - 2000 over 1999

Net sales were $248.2 million in 2000, up slightly from $247.8
million in 1999.  Combined Sales, which include half of the sales
of Rogers unconsolidated 50% owned joint ventures, totaled $316.8
million, compared to $285.0 million in 1999. As noted above, if
sales of a specialty flexible circuit board laminate sold to HTI
were treated the same way as reported in 1999, Rogers net sales
would have shown an increase of 14.3% in 2000 from 1999.  On the
same basis, Combined Sales would have shown an increase of 17.5%
in 2000 over 1999.  The Company's favorable 2000 results are
primarily attributable to strong sales to the computer and
wireless communication markets.  Sales of silicone and urethane
materials and high-frequency circuit materials were at record
levels during 2000.

Sales - 1999 over 1998

Net sales were $247.8 million for 1999, 14% higher than those
reported in 1998.  Combined Sales totaled $285.0 million in 1999,
up 16% over 1998.  A majority of the Company's major product
groups achieved record sales in 1999 mainly as the result of unit
volume increases. Worldwide sales of high-frequency circuit
materials accounted for a significant portion of the sales gain.
Wireless communications infrastructure, satellite television
receivers, and wireless communication antennas are the primary
uses for these materials.

                             14

                             F-4

<PAGE>

Revenue improvement is also attributable to higher sales of urethane
and silicone foam materials, particularly for wireless communications
and computer applications.  The acquisition of most of the engineered
molding compounds business of Cytec Fiberite in January 1999, and the
purchase of the Imation lithographic printing dampening sleeve
business in September 1998 also boosted 1999 sales.


Operating Income - 2000 over 1999

Manufacturing margins rose from 29% in 1999 to 33% in 2000.  The
2000 margins continue the improvement started in 1999 and are the
best in the Company's history.  This increase is due to a
continuing effort to install new, more productive equipment and
to increase the utilization of existing equipment.  Additionally,
in 1999 manufacturing profit was held down by the lower margins
from sales of FLEX-I-MID materials to HTI. These materials were
produced for the Company by Mitsui Chemicals, Inc., in Japan, and
carried a lower margin than materials that the Company
manufactures.  In 2000, these sales were made directly by PLS.

Selling and administrative expenses, as a percentage of sales,
increased slightly from 15% in 1999 to 16% in 2000.  A higher
level of information systems expenses was incurred to improve
performance for all users. Also incurred in 2000 were one-time
licensing and consulting costs.  We continued to strengthen our
global sales and marketing capabilities particularly through
expansion. Rogers Korea, Inc., a sales and marketing office with
warehousing facilities, officially opened in Seoul, Korea, in the
second quarter of 2000.  Rogers Technologies Singapore, Inc., a
sales and marketing office with warehousing facilities,
officially opened in Singapore in the third quarter of 2000.  The
local presence provided by these operations allows the Company to
more effectively service its growing customer base in these
areas.

Research and development expenses were $12.5 million in 2000
compared to $10.8 million for the comparable period in 1999, a
16% increase.  This reflects an increase in technical staff that
allows us to continue improvement in core capabilities, while
also placing greater emphasis on new product development.

Operating Income - 1999 over 1998

The Company's manufacturing margin was 29% in 1999 and 27% in
1998.  The increase from 1998 to 1999 begins to reflect the
attention paid to improving manufacturing yields over the past
several years.  New equipment installed as part of a capital
expansion program has produced process improvements with enhanced
product flow and efficiency.  Manufacturing profit percentages
were held down by the lower margins on the Company's sales of
FLEX-I-MID materials to HTI.

Selling and administrative expenses increased in total dollars
and increased as a percentage of sales from 13% in 1998 to 15% in
1999.  This increase in spending levels reflects the
strengthening of sales and marketing capabilities at both the
Corporate and Divisional levels and the continued development of
information systems.  It also includes higher payroll costs
related to bonus accruals and terminations.

                              15

                             F-5

<PAGE>

Research and development expense totaled $10.8 million in 1999
compared with $10.4 million in 1998.  R&D emphasis on new product
platforms for the creation of product families continued from
1998 to 1999.


Other Income and Expense - 2000 over 1999

Net interest income increased approximately $400,000 from 1999 to
2000.  The decrease in interest expense accounted for most of
this change.  Specifically, long-term debt declined in 2000 as
1999 interest expense was higher due to a  penalty associated
with the early payment of debt.

Other income less other charges increased $6.2 million from 1999
to 2000.  Joint venture income and commission income received
from the Company's joint ventures accounted for this increase.
The income from the newly formed PLS joint venture was included
in manufacturing profit in 1999.

Other Income and Expense - 1999 over 1998

Net interest income decreased almost $600,000 from 1998 to 1999.
This decrease is primarily due to lower cash balances during the
year, the prepayment penalty incurred in 1999 as a result of the
payoff of debt which carried a 10.6% interest rate, and lower
amounts of interest expense capitalized as part of long-term
capital spending projects.

Other income less other charges reflected a net income amount of
$1.6 million in 1999 and a net expense amount of $1.0 million in
1998. This $2.6 million positive impact on earnings was caused
primarily by a $1.6 million increase in joint venture income, and
a $600,000 decrease in environmental remediation expenses in
1999.



Income Taxes

The effective tax rates were 29% in 2000, and 28% in 1999 and
1998.  In 2000, the tax rate benefited primarily from foreign tax
credits, research and development credits, and nontaxable foreign
sales income.  In 1999 and 1998, the Company had similar benefits
reducing the effective tax rate.  In 1999, the Company also
incurred current taxes on its foreign joint venture income that
had an offsetting decrease to deferred taxes due to the related
reduction in the valuation allowance deemed to be necessary by
the Company under FAS No. 109.  The deferred tax valuation
allowance is recorded on the net deferred tax asset associated
with its foreign joint venture income.


Backlog

The Company's backlog of firm orders was $31.8 million at
December 31, 2000 and $37.5 million at January 2, 2000.  The
decrease is due primarily to the elimination of backlog of HTI
sales that were shifted to the PLS joint venture and to
transitional sales from a molding materials acquisition made in
1999.
                              16

                              F-6
<PAGE>


Segment Sales and Operations

Business segments were changed in 2000, and they are High
Performance Foams, Printed Circuit Materials, and Polymer
Materials and Components.  Top management and the Board of
Directors have been using these new segments to better evaluate
the businesses.

Sales in the High Performance Foams business segment increased
15%, 11% and 0% in 2000, 1999, and 1998, respectively. The
increases reflect significantly higher sales of urethane and
silicone foam materials in both 2000 and 1999, particularly for
wireless communications and computer applications.

The High Performance Foams business segment generated operating
income of $11.2 million in 2000, $7.8 million in 1999, and $5.5
million in 1998.  Improvement in manufacturing yields and the
higher sales volume resulted in the significant improvement from
1999 to 2000.

Sales from the Printed Circuit Materials business segment
decreased 5% in 2000, due to the aforementioned shift in sales
from the Company to the PLS joint venture.  Sales increased by 8%
in 1999 and 23% in 1998.  If 1999 sales data were restated to
exclude the sales to HTI,the sales increase would have been 34%
in 2000.  Worldwide sales of high-frequency circuit materials far
exceeded the Company's expectations in 2000. Rogers has become a
leading supplier of such materials to the computer and wireless
communications markets.  Wireless communication infrastructure,
satellite television receivers, and wireless communication
antennas are the current primary uses for these materials.
Worldwide sales of high-frequency circuit materials had also set
a record in 1999. Sales to the wireless communications market
were particularly strong. This was significantly offset by the
disappointing sales levels of R/flex materials that the Company
manufactures, reflecting the softness in demand being experienced
by its major customer for such flexible materials.  Sales of FLEX-
I-MID adhesiveless laminate materials to HTI dropped sharply in
the fourth quarter 1999 as this customer continued to work off
its inventories resulting in a smaller year-over-year increase.
The addition of a full year of Induflex sales in 1998 accounted
for a significant portion of the 1998 increase.

Printed Circuit Materials operating income was $12.2 million in
2000, $7.5 million in 1999, and $6.2 million in 1998.
Significantly higher sales, excluding HTI sales now made by PLS,
coupled with more efficient manufacturing facilities, caused the
increase in operating income in 2000. New equipment has produced
immediate process improvements with enhanced product flow and
efficiency and increased utilization of equipment has also
contributed to the improvement.  The small increase in 1999
reflects higher sales and improved margins of high-frequency
circuit materials significantly offset by the continued decline
in sales of flexible circuit materials manufactured in Chandler,
Arizona.

Sales of Polymer Materials and Components decreased 2% in 2000,
but increased by 25% and 13% in 1999 and 1998, respectively.
The increase from 1998 to 2000 has been primarily attributable to
the acquisition of most of the engineered molding compounds
business of Cytec Fiberite in January 1999 and of the dampening
sleeve business from Imation Corp. in September 1998.  Also in
1998, Rogers N.V., a European manufacturing facility,
strengthened its

                            17

                            F-7

<PAGE>

position in bus bars, used as power distribution components for
trains and mass transit systems, as well as in cellular base stations.
Already the market leader in Germany and Scandinavia, the Company
made significant inroads toward gaining market share in England
and France.  The dampening sleeve business was bought because of the
high profit margins, but sales are expected to decline year-over-year
as evidenced in 2000 results.  Additionally, sales from our Elastomer
Components Division were lower in 2000 due to softness in demand being
experienced by a couple of major customers.

Polymer Materials and Components operating income was $6.1
million, $9.1 million, and $8.0 million for 2000, 1999, and 1998,
respectively.  Lower sales, especially those with high
contribution margins, were the cause of the decrease in operating
income in 2000.  The purchase of the Imation dampening sleeve
business and the Cytec Fiberite engineered molding compounds
business resulted in significant contributions to the Company's
performance in 1999.


Joint Ventures

Durel Corporation, the Company's 50% owned joint venture with 3M
in electroluminescent lamps, had record sales in 2000, which were
78% higher than 1999.  These higher sales, along with lower
expenses associated with the Osram Sylvania litigation, have
resulted in a significant increase in Durel's profitability.
Continued penetration of the cellular telephone handset market is
driving this growth.  Durel has doubled manufacturing capacity
since the beginning of 2000. To meet the demand from this rapidly
growing market, Durel has also begun construction of a 75,000
square foot addition to be completed by the first quarter of
2001.  In February of 2000, Durel achieved a court victory over
Osram Sylvania, Inc.  In that long pending lawsuit, Durel was
awarded $49 million of damages in a jury decision in federal
court.  Durel had sued Osram Sylvania for patent infringement.
Although Osram Sylvania is appealing the jury's decision, the
February victory moves Durel significantly closer to successful
resolution of this dispute.  On April 29, 2000, the court awarded
Durel an additional $13 million in interest on the damages of $49
million awarded earlier.   Durel achieved 50% growth in sales in
1999 which included late-year contracts from two of the largest
manufacturers of cellular telephones.  This growth was driven by
a more than 130% increase in sales of Durel's products for
wireless telephones and other handheld electronic devices.  These
sales gains helped Durel achieve record earnings in 1999 despite
a very significant increase in legal costs associated with the
patent infringement lawsuit.

Profits of Rogers Inoac Corporation(RIC), the Company's joint
venture with Inoac Corporation in Japan, improved significantly
due to increasing sales of urethane foams for hand-held
electronic devices and general overall economic strength in
Southeast Asia. In 1999, RIC was successful in moving PORON
materials into industrial applications and, along with the
Company, strengthened relationships with a leading footwear
manufacturer.

In 1999, Rogers sales included $30.7 million of sales of a
specialty flexible circuit board laminate to HTI.  In 2000, this
product, which is manufactured by Mitsui Chemicals, Inc. under a
Rogers technology license, is being sold by our new PLS joint


                                18

                                F-8
<PAGE>

venture.  Since PLS is making these sales directly, Rogers share
of such sales are reported in Combined Sales rather than in net
sales.

On June 29, 2000, Rogers signed a joint venture agreement with
Chang Chun Plastics Co., Ltd. (CCP), a $1.1 billion Taiwanese
specialty chemical manufacturer.  Combining Rogers leading-edge
flexible circuit materials technology with CCP's outstanding
manufacturing capabilities and long established market position
in Taiwan will enable the joint venture to be a leading flexible
circuit materials supplier in Taiwan.


Acquisitions

On February 7, 2001, the Company entered into a definitive
agreement to purchase the Advanced Dielectric Division (ADD) of
Tonoga, Inc. (commonly known as Taconic), which operates
facilities in Petersburgh, New York and Mullingar, Ireland.  The
transaction is subject to regulatory and government review and is
expected to be made final during the second quarter of 2001.  ADD
is a worldwide leader in the manufacture of
polytetrafluoroethylene-based laminates used in the wireless
communications and high-speed digital markets.  The purchase
price of approximately $70 million will be paid for partially in
Rogers stock and partially with cash from the recently negotiated
credit facility.  The acquisition will be accounted for as a
purchase; accordingly, the purchase price will be allocated to
the underlying assets and liabilities based on their respective
estimated fair values at the date of acquisition.

Effective January 1999, the Company acquired the engineered
molding compounds business of Cytec Fiberite.  This acquisition
has added capabilities that have enhanced the Company's molding
materials business.

Effective September 30, 1998, the Company acquired a line of
printing pressroom products from Imation Corp., formerly a
business of 3M Corporation.  This dampening sleeve business is
integral to the water transfer and inking of many types of offset
presses in use throughout the world.  This acquisition
complemented the Company's existing line of R/bak compressible
plate mounting materials for flexography and resulted in better
utilization of the Rogers, Connecticut facility.


Sources of Liquidity and Capital

Net cash provided by operating activities amounted to $23.7
million in 2000, $32.5 million in 1999 and $17.9 million in 1998.

The year-to-year decrease from 1999 to 2000 was due to a $6.0
million loan granted to one of the Company's unconsolidated joint
ventures and a higher level of inventories, offset partially by
increased profits and depreciation.  Inventories have increased
to support higher customer demand and in particular at the
Molding Materials Division where inventory was increased in
anticipation of the final move of the

                                 19

                                 F-9

<PAGE>

Cytec equipment from Winona, Minnesota to Manchester, Connecticut.
The Cytec business and equipment were acquired in late January 1999.
Primary factors contributing to the year-to-year increase from 1998 to
1999 include increased earnings, a reduction in accounts
receivable and a higher level of accounts payable and accrued
expenses.

Capital expenditures totaled $22.7 million in 2000, $13.6 million
in 1999 and $29.0 million in 1998.  This increase in 2000 is
directly related to higher sales of products manufactured by the
Company.  To satisfy this growing demand, the Company completed a
50% capacity increase in Arizona for the RO4000 high-frequency
circuit materials.  The Company has also begun construction of a
building addition in Arizona and has acquired additional acreage
in both Arizona and Ghent, Belgium. In 1999 capital expenditures
were at more traditional levels and no major expansion projects
were initiated and completed during the year.  In terms of
capacity in 1998, the Company built new production facilities and
expanded production lines in the United States and Europe.  In
addition to the multi-million dollar expansion at the Advanced
Dielectric Division in Chandler, Arizona, a new production line
was built at the Poron Materials Unit in Woodstock, Connecticut.
Also, in Ghent, Belgium, installation of the high-frequency
microwave laminates product line was virtually completed.

Cash generated from the Company's operating activities exceeded
capital spending in both 2000 and 1999.  In 1998 capital
expenditures exceeded cash generated from operating activities by
$11.1 million that nearly accounted for the $11.7 million
reduction in cash and marketable securities during 1998. For
2001, it is anticipated that capital spending will approximate
$30 million and that it will be financed by internally generated
funds.

In December 2000 the Company cancelled its $20.0 million
unsecured multi-currency revolving credit agreement with one
domestic bank and replaced it with an unsecured multi-currency
revolving credit agreement with two domestic banks.  Under the
new arrangement, the Company can borrow up to $75 million, or the
equivalent in certain other foreign currencies.  Amounts borrowed
under this agreement are to be paid in full by December 8, 2005.
The rate of interest charged on outstanding loans can, at the
Company's option and subject to certain restrictions, be based on
the prime rate or at rates from 50 to 112.5 basis points over a
Eurocurrency loan rate.  The spreads over the Eurocurrency rate
are based on the Company's leverage ratio.  Under the
arrangement, the ongoing commitment fee varies from 30.0 to 37.5
basis points of the maximum amount that can be borrowed, net of
any outstanding borrowings and the maximum amount that
beneficiaries may draw under outstanding letters of credit.  The
borrowing at December 31, 2000 was denominated in Belgian francs
and the interest rate on the loan was 5.47%.  The carrying value
of this debt approximates fair value as of December 31, 2000.

The loan agreement contains restrictive covenants primarily
related to total indebtedness, interest expense, capital
expenditures and net worth.  The Company is in compliance with
these covenants.

The Company has designated 390.2 million Belgian francs ($9.1
million) as a hedge of its net investment in a foreign subsidiary
in Belgium.  Realized and unrealized gains and losses from this
hedge are not included in the Statements of Income, but are shown
in the cumulative translation adjustment account included in
other comprehensive income.  During

                                 20

                                 F-10

<PAGE>

the year ended December 31, 2000, the Company recorded $600,000
of net gains in the cumulative translation adjustment related to
the hedge.

As of December 31, 2000, the Company had loaned $6.5 million to
Durel Corporation.  Borrowings must be made in increments of
$250,000, may not exceed $8.0 million in the aggregate, will be
at the prime rate of interest, and any amounts repaid by Durel
may subsequently be re-borrowed during the term of the loan
arrangement.  The arrangement expires in September of 2001,
unless extended at the sole discretion of the Company.

At December 31, 2000, the Company had indirectly guaranteed 50%
of a loan entered into by one of the unconsolidated joint
ventures. The Company's proportionate share of the outstanding
principal under this guarantee was $4.3 million at December 31,
2000 and $4.6 million at January 2, 2000.  The Company believes
that the unconsolidated joint venture will be able to meet its
obligations under this financing arrangement and accordingly no
payments will be required and no losses will be incurred under
this guarantee.

Management believes that over the next twelve months, internally
generated funds plus available lines of credit will be sufficient
to meet the regular needs of the business.  The Company
continually reviews and assesses its lending relationships.


Dividend Policy

In 1992, the Board of Directors voted to discontinue cash
dividends.  At present, the Company expects to maintain a policy
of emphasizing longer-term growth of capital rather than
immediate dividend income.


Environmental Activities

The  Company is subject to federal, state, and local laws and
regulations concerning the environment and is currently engaged
in proceedings involving a number of sites under these laws, as a
participant in a group of potentially responsible parties (PRPs).
The Company is currently involved as a PRP in two cases involving
waste disposal sites, both of which are Superfund sites.  These
proceedings are at a preliminary stage and it is impossible to
estimate the cost of remediation, the timing and extent of
remedial action which may be required by governmental
authorities, and the amount of liability, if any, of the Company
alone or in relation to that of any other PRPs.  The Company also
has been seeking to identify insurance coverage with respect to
these  matters.  Where it has been possible to make a  reasonable
estimate of the Company's liability, a provision has been
established.  Insurance proceeds have only been taken into
account when they have been confirmed by or received from the
insurance company.  Actual costs to be incurred in future periods
may vary from these estimates.  Based on facts presently known to
it, the Company does not believe that the outcome of these
proceedings will have a material adverse effect on its financial
position.

                                21

                                F-11

<PAGE>

In addition to the above proceedings, the Company has been
actively working with the Connecticut Department of Environmental
Protection (CT DEP) related to certain polychlorinated biphenyl
(PCB) contamination in the soil beneath a section of cement
flooring at its Woodstock, Connecticut facility.  The Company
completed clean-up efforts in 2000 and will be continually
monitoring the site for the next three years.  On the basis of
estimates prepared by environmental engineers and consultants,
the Company recorded a provision of $1.6 million prior to 1998
and based on updated estimates provided an additional $600,000
in 1998 and $400,000 in 1999 for costs related to this matter.
Prior to 1998, $700,000 was charged against this provision.  In
1998, 1999, and 2000, expenses of $200,000, $400,000, and
$900,000 were charged, respectively, against the provision.  The
remaining amount in the reserve is primarily for testing,
monitoring, sampling and any minor residual treatment activity.
Management believes, based on facts currently available, that the
balance of this provision is adequate to complete the project.

In this same matter, the United States Environmental Protection
Agency (EPA) has alleged that the Company improperly disposed of
PCBs.  An administrative law judge found the Company liable for
this alleged disposal and assessed a penalty of approximately
$300,000.  The Company reflected this fine in expense in 1998 but
disputes the EPA allegations and appealed the administrative law
judge's findings and penalty assessment.  The original findings
were upheld internally by the EPA's Environmental Appeals Board,
and the Company has now placed that decision on appeal with the
District of Columbia Federal Court of Appeals.

The Company has not had any material recurring costs or capital
expenditures relating to environmental matters, except as
specifically described in the preceding statements.


Market Risk

The Company is exposed to market risk from changes in interest
rates and foreign exchange rates.  The Company does not use
derivative instruments for trading purposes.  The Company
monitors foreign exchange and interest rate risks and manages
such risks on specific transactions.  The risk management process
primarily uses analytical techniques and sensitivity analysis.

The Company has obligations where the interest rate, although not
fixed, is relatively low compared to the prime interest rate.  An
increase in interest rates would not significantly increase
interest expense due to the current makeup of the Company's debt
obligations.  Because of the size and structure of these current
obligations, a 100 basis point increase in the prime interest
rate would not result in a material change in the Company's
interest expense or in the fair value of the debt obligations.
The fair value of the Company's investment portfolio or the
related interest income would not be significantly impacted by
either a 100 basis point increase or decrease in interest rates
due mainly to the size and short-term nature of the Company's
investment portfolio and the relative insignificance of interest
income to consolidated pretax income, respectively.

                                  22

                                  F-12

<PAGE>

The Company's largest foreign currency exposure is against the
Belgian franc, primarily because of its investments in its
ongoing operations in Belgium.  Exposure to variability in
currency exchange rates is mitigated, when possible, through the
use of natural hedges, whereby purchases and sales in the same
foreign currency and with similar maturity dates offset one
another.  The Company also has a borrowing arrangement under
which the Company has borrowed 390 million Belgian francs which
is to be paid in full by December 8, 2005.  This arrangement
functions as a hedge of its net investment in its Belgian
subsidiaries.  Additionally, the Company can initiate hedging
activities by entering into foreign exchange forward contracts
with third parties when the use of natural hedges is not
possible.


Forward-Looking Information

Certain statements in this Management's Discussion and Analysis
section and in other parts of this annual report may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.  Such forward-looking
statements involve known and unknown risks, uncertainties, and
other factors that may cause the actual results or performance of
the Company to be materially different from any future results or
performance expressed or implied by such forward-looking
statements.  Such factors include changing business, economic,
and political conditions both in the United States and in foreign
countries; increasing competition; changes in product mix; the
development of new products and manufacturing processes and the
inherent risks associated with such efforts; changes in the
availability and cost of raw materials; fluctuations in foreign
currency exchange rates; and any difficulties in integrating
acquired businesses into the Company's operations.  Additional
information about certain factors that could cause actual results
to differ from such forward-looking statements include the
following:

Technology and Product Development

The Company's future results depend upon its ability to continue
to develop new products and improve its product and process
technologies.  The Company's success in this effort will depend
upon the Company's ability to anticipate market requirements in
its product development efforts, the acceptance and continued
commercial success of the end user products for which the
Company's products have been designed, and the Company's ability
to adapt to technological changes and to support established and
emerging industry standards.


In particular, the wireless communications market is
characterized by frequent new product introductions, evolving
industry standards, rapid changes in product and process
technologies, price competition and many new potential
applications.  The products that the Company manufactures and
sells to the wireless communications this market are relatively new.
To be successful in this area, the Company must be able to
consistently manufacture and supply high-frequency circuit
materials that meet the demanding expectations of customers for
quality, performance and reliability at competitive prices.  The
timely

                                 23

                                 F-13

<PAGE>


introduction by the Company of such new products could be
affected by engineering or other development program slippages
and problems in effectively and efficiently increasing production to
meet customer needs.  In addition, the market for computers is
characterized by rapid technological change, significant pricing
pressures and short lead times.  Because the Company manufactures
and sells its own circuit materials to meet the needs of this
market, the Company's results may be affected by these factors.

Volatility of Demand

Although the computer industry and the wireless communications
industry have experienced overall growth in the recent past,
these industries historically have been characterized by wide
fluctuations in product supply and demand. From time to time, the
industries have experienced significant downturns, often in
connection with, or in anticipation of, maturing product cycles
and declines in general economic conditions.  These downturns
have been characterized by diminished product demand, production
over-capacity and accelerated price erosion.  The Company's
business may in the future be materially and adversely affected
by such downturns.

Environmental Litigation

The Company is currently engaged in proceedings involving a
number of Superfund sites, as a participant in a group of
potentially responsible parties.  The Company's estimation of
environmental liabilities is based on an evaluation of currently
available information with respect to each individual situation,
including existing technology, presently enacted laws and
regulations, and the Company's past experience in the addressing
of environmental matters.  Although current regulations impose
potential joint and several liability upon each named party at
any Superfund site, the Company's expects its contribution for
cleanup to be limited due to the number of other potentially
responsible parties, and the Company's share of the contributions
of alleged waste to the sites, which the Company believes is de
minimis.  However, there can be no assurances that the Company's
estimates will not be disputed or that any ultimate liability
concerning these sites will not have a material adverse effect on
the Company.

Capital Expenditures

The level of anticipated 2001 capital expenditures and the
anticipated benefits to be derived from such expenditures could
differ significantly from the forecasted amount due to a number
of factors including, but not limited, to changes in design,
differences between the anticipated and actual delivery dates for
new machinery and equipment, problems with the installation and
start-up of such machinery and equipment, delays in the
construction or modifications of buildings and delays caused by
the need to address other business priorities.  Similar risks are
inherent in joint venture operations.

                               24

                               F-14

<PAGE>

Raw Materials

The Company from time to time must procure certain raw materials
from single or limited sources that expose the Company to
vulnerability to price increases and the varying quality of the
material.  In addition, the inability of the Company to obtain
these materials in required quantities could result in
significant delays or reductions in its own product shipments.  In
the past, the Company has been able to purchase sufficient
quantities of the particular raw material to sustain production
until alternative materials and production processes could be
requalified with customers.  However, any inability of the
Company to obtain timely deliveries of materials of acceptable
quantity or quality, or a significant increase in the prices of
materials, could materially and adversely affect the Company's
operating results.


Foreign Sales

The Company's international sales involve risks, including
imposition of governmental controls, currency exchange
fluctuation, potential insolvency of international customers,
reduced protection for intellectual property rights, the impact
of recessions in foreign countries, political instability, and
generally longer receivables collection periods, as well as
tariffs and other trade barriers.  There can be no assurance that
these factors will not have an adverse effect on the Company's
future international sales, and consequently, on the Company's
business, operating results and financial condition.

Acquisitions

The Company's recent growth has been partly the result of
acquisitions and more acquisitions are anticipated.  Accordingly,
the Company's future performance will depend on its ability to
correctly identify appropriate businesses to acquire, negotiate
favorable terms for such acquisitions and then effectively and
efficiently integrate such acquisitions into the Company's
existing businesses.  There is no certainty that the Company will
succeed in such endeavors.

The foregoing list of important factors does not include all such
factors that could cause actual results to differ from forward-
looking statements contained in this report, nor are such factors
necessarily presented in order of importance.

                                 25

                                 F-15



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>notes00k.txt
<TEXT>

CONSOLIDATED BALANCE SHEETS

						December 31,      January 2,
(Dollars in Thousands)                              2000            2000
						------------     ----------
ASSETS

Current Assets:

Cash and Cash Equivalents                        $  10,100       $   9,955

Accounts Receivable, Less Allowance for
  Doubtful Accounts of $1,804 and $794              35,067          33,601

Accounts Receivable, Joint Ventures                 11,198             283

Inventories:

       Raw Materials                                12,702          10,566

       In-Process and Finished                      19,145          13,688

       Less LIFO Reserve                            (1,424)           (935)
						 ----------      ----------
		 Total Inventories                  30,423          23,319

       Current Deferred Income Taxes                 5,000           4,728

       Other Current Assets                          1,061             661
						 ----------      ----------
		 Total Current Assets               92,849          72,547
						 ----------      ----------
Property, Plant and Equipment, Net of
  Accumulated Depreciation of
    $78,319 and $75,069                              94,199         84,652

Investments in Unconsolidated
	Joint Ventures                               11,577          5,294

Penison Assets                                        6,407          4,223

Goodwill and Other Intangible Assets                 14,068         14,510

Other Assets                                          2,414          2,180
						 -----------     ----------
		  Total Assets                    $ 221,514       $ 183,406
						 ===========     ==========

					 26

<PAGE>


						 December 31,     January 2,
(Dollars in Thousands)                              2000             2000
						 -----------      ----------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

Accounts Payable                                  $  12,418       $  14,855

Accrued Employee Benefits
     and Compensation                                12,830          10,782

Accrued Income Taxes Payable                          5,554           4,341

Taxes, Other than Federal
     and Foreign Income                               1,643             518

Other Accrued Liabilities                             6,300           6,245
						  ----------       ---------
	     Total Current Liabilities               38,745          36,741
						  ----------       ---------
 Long-Term Debt                                       9,116           9,740

Noncurrent Deferred Income Taxes                      8,626           6,362

Noncurrent Pension Liability                          9,676           4,215

Noncurrent Retiree Health Care and Life
     Insurance Benefits                               5,990           5,966

Other Long-Term Liabilities                           3,548           3,965

Shareholders' Equity:
  Capital Stock, $1 Par Value (Notes A & I):
    Authorized Shares 50,000,000; Issued
      Shares 15,485,570 and 15,047,552               15,486          15,048

  Additional Paid-In Capital                         32,262          27,383

100:    Treasury Stock
    (382,900 shares for both years)(Note A)        (13,436)         (13,436)

Accumulated Other Comprehensive
	   Income (Loss),
	Net of Tax (Note I)                         (2,203)             438

  Retained Earnings                                113,704           86,984
						 ----------        ---------
    Total Shareholders' Equity                     145,813          116,417
						 ----------        ---------
    Total Liabilities and Shareholders'
	    Equity                               $ 221,514         $ 183,406
						 =========         =========

The accompanying notes are an integral part of the consolidated
financial statements.
			27
    <PAGE>

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in Thousands, Except Per Share Amounts)

					  2000          1999          1998
				       (52 weeks)    (52 weeks)    (53 weeks)
				       ----------    ----------    ----------
Net Sales                               $ 248,215     $ 247,839     $ 216,574

       Cost of Sales                      165,710       175,964       158,509
       Selling and Administrative
	    Expenses                       40,529        36,735        28,073
       Research and Development
	    Expenses                       12,493        10,791        10,352
				       ----------      --------      --------
Total Costs and Expenses                  218,732       223,490       196,934
				       ----------      --------      --------
Operating Income                           29,483        24,349        19,640

       Other Income less
	  Other Charges                     7,838         1,626         (981)
      Interest Income (Expense), Net          313          (98)           467
				       ----------     ---------      --------
Income Before Income Taxes                 37,634        25,877        19,126

      Income Taxes                         10,914         7,246         5,355
				       ----------     ---------      --------
Net Income                              $  26,720     $  18,631      $ 13,771
				       ==========     =========      ========
Net Income Per Share (Notes A & I):
      Basic                             $    1.79     $    1.24      $    .91
				       ----------     ---------      --------
      Diluted                           $    1.69     $    1.19      $    .87
				       ----------     ---------      --------
Shares Used in Computing (Notes A & I):

      Basic                            14,896,227    15,055,034    15,202,470
				       ----------    ----------    ----------
      Diluted                          15,848,736    15,642,844    15,799,826
				       ----------    ----------    ----------

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

				     28
<PAGE>

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


(Dollars in
Thousands,                                         Accumulated
 Except             Capital                        Other Com-
 Capital            Stock      Additional          prehensive         Share-
 Stock              (Number    Paid-In   Retained  Income   Treasury  holders'
 Amounts)           of Shares) Capital   Earnings  (Loss)   Stock     Equity
		    ----------------------------------------------------------
Balance at
  December 28,
    1997            15,087,398  $ 23,554  $ 54,582  $  1,155  $  --   $ 94,378
		    ----------------------------------------------------------
Comprehensive
 Income:
  Net Income for
     1998                                   13,771                      13,771
  Other
     Comprehensive
       Income                                            193               193
								   -----------
  Total
   Comprehensive
    Income                                                              13,964

Stock Options
 Exercised             180,334       794                                   974
Stock Issued
 to Directors           21,932       341                                   363
Shares Reacquired
 and Cancelled        (28,732)     (576)                                 (604)
Tax Benefit on
 Stock Options
  Exercised                        1,579                                 1,579
Treasury Stock
 Acquisitions
  (12,800 Shares)                                             (423)      (423)
Stock Split
 Impact on
  Treasury Stock      (12,800)       13
		    ----------------------------------------------------------
Balance at
 January 3,
  1999              15,248,132  $ 25,705  $ 68,353  $ 1,348 $ (423)   $110,231
		    ----------------------------------------------------------
Comprehensive
 Income:
  Net Income
   for 1999                                 18,631                      18,631
  Other
   Comprehensive
    Income(Loss)                                      (910)              (910)
								      --------
Total
 Comprehensive
  Income                                                                17,721

Stock Options
 Exercised             171,778       781                                   953
Stock Issued
 to Directors           15,468       283                                   299
Shares Reacquired
 and Cancelled        (17,726)     (206)                                 (224)
Tax Benefit on
 Stock Options
  Exercised                          450                                   450
Treasury Stock
 Acquisitions
  (370,100 Shares)                                         (13,013)   (13,013)
Stock Split
 Impact on
   Treasury Stock    (370,100)       370
		    ----------------------------------------------------------
Balance at
 January 2,
  2000              15,047,552  $ 27,383  $ 86,984 $  438 $ (13,436)  $116,417
		    ----------------------------------------------------------
Comprehensive
 Income:
  Net Income
   for 2000                                 26,720                      26,720
  Other
   Comprehensive
    Income(Loss)                                    (2,641)            (2,641)
								       -------
Total
 Comprehensive
  Income                                                                24,079

Stock Options
 Exercised              513,511    3,120                                 3,633
Stock Issued
 to Directors            12,993    1,000                                 1,013
Shares Reacquired
 and Cancelled         (88,486)  (2,848)                               (2,936)
Tax Benefit on
 Stock Options
  Exercised                        3,607                                 3,607
		    ----------------------------------------------------------
Balance at
 December 31,
  2000              15,485,570 $ 32,262 $113,704  $(2,203) $ (13,436) $145,813

		    ==========================================================

The dollar amount of the capital stock ($1 par value) is equal to the
indicated number of shares.

The accompanying notes are an integral part of the consolidated financial
statements.
					   29
<PAGE>


CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)
CASH FLOWS PROVIDED BY (USED IN)
  OPERATING ACTIVITIES:               2000             1999             1998
				   (52weeks)       (52 weeks)       (53 weeks)
				   -------------------------------------------
- ----------
Net Income                          $    26,720    $    18,631     $    13,771
Adjustments to Reconcile
 Net Income
  to Cash Provided by Operating
   Activities:
      Depreciation and Amortization      12,507         10,375           8,439
      (Benefit) Expense for Deferred
	 Income Taxes                     3,299           (577)          2,009
      Equity in Undistributed Income of
	 Unconsolidated Joint
	  Ventures, Net                  (5,945)        (1,897)           (414)
      Loss on Disposition of Assets         546            304             249
      Noncurrent Pension and Postretirement
	 Benefits                         1,215            441             (58)
      Other, Net                            376            247            (161)
      Changes in Operating Assets and
	 Liabilities Excluding Effects of
	 Acquisition and Disposition
	 of Assets:
	    Accounts Receivable         (11,946)           264          (3,984)
	    Inventories                  (7,465)        (1,261)           (912)
	    Prepaid Expenses               (436)          (233)            124
	    Accounts Payable and
	      Accrued Expenses            4,843          6,203          (1,196)
				     ------------------------------------------
		   Net Cash Provided by
		     Operating
		       Activities        23,714         32,497          17,867


CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
- ----------
Capital Expenditures                    (22,744)       (13,621)        (28,965)
Acquisition of Businesses                  (252)        (4,302)         (1,500)
Proceeds from Sale of Property,
  Plant and Equipment                        83            118             100
Proceeds from Sale of Marketable
 Securities                                  --            256           2,508
Investment in Unconsolidated Joint Ventures
  and Affiliates                         (1,592)           737             333
				     ------------------------------------------
		   Net Cash Used in
		     Investing
		      Activities        (24,505)       (16,812)        (27,524)


CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
- ----------
(Repayments) Proceeds from Short- and
  Long-Term Borrowings                      296            (16)            736
Repayments of Debt Principal                 --         (3,369)           (603)
Acquisition of Treasury Stock                --        (13,013)           (423)
Proceeds from Sale of
 Capital Stock - Net                        697            729             370
				     ------------------------------------------
Net Cash Provided by (Used in)
  Financing Activities                      993        (15,669)             80

Effect of Exchange Rate
 Changes on Cash                            (57)           346             379
				     ------------------------------------------

Net Increase (Decrease) in Cash and
  Cash Equivalents                          145            362          (9,198)
Cash and Cash Equivalents at Beginning
  of Year                                 9,955          9,593          18,791
				     ------------------------------------------
Cash and Cash Equivalents
 at End of Year                      $   10,100    $     9,955     $     9,593
				     ==========================================
- ----------
The accompanying notes are an integral part of the consolidated financial
statements.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ----------

NOTE A-ACCOUNTING POLICIES
- ----------

ORGANIZATION:
- ----------
Rogers Corporation manufactures specialty materials, which are sold to
targeted markets around the world.  These specialty materials are grouped
into three distinct business segments (see Note K).  High Performance Foams
include urethane foams and silicone materials.  These foams are sold
principally to manufacturers in the communications, computer, imaging,
transportation, and consumer markets.  Printed Circuit Materials include
circuit board laminates for high-frequency printed circuits, flexible
circuit board laminates for flexible interconnections, and industrial
laminates for shielding of radio and electromagnetic interference. Printed
Circuit Materials are sold principally to printed circuit board manufacturers
and equipment manufacturers for applications in the computer, communications,
and consumer markets.  Polymer Materials and Components are composed of
elastomer components, moldable composite materials, nitrophyl floats,
nonwoven materials, and bus bars for power distribution.  Polymer Materials
and Components are sold principally to the imaging, transportation, consumer
and communications markets.

PRINCIPLES OF CONSOLIDATION:
- ----------
The consolidated financial statements include the accounts of Rogers
Corporation and its wholly-owned subsidiaries (the Company), after
elimination of significant intercompany accounts and transactions.

CASH EQUIVALENTS:
- ----------
Cash equivalents include commercial paper and U.S. federal agency securities
with a maturity of three months or less at the time of purchase. These
investments are stated at cost, which approximates market value.

INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES:
- ----------
The Company accounts for its investments in and advances to unconsolidated
joint ventures, all of which are 50% owned, using the equity method.

RELATED PARTY TRANSACTIONS:
- ----------
Sales to unconsolidated joint ventures are made on terms similar to those
prevailing with unrelated customers.  However, payment terms for amounts
owed by the joint ventures may be extended.

FOREIGN CURRENCY TRANSLATION:
- ----------
All balance sheet accounts of foreign subsidiaries are translated at rates
of exchange in effect at each year-end, and income statement items are
translated at the average exchange rates for the year. Resulting translation
adjustments are made directly to a separate component of shareholders'
equity. Currency transaction adjustments are reported as income or expense.

NOTE A-ACCOUNTING POLICIES--CONTINUED
- ----------
INVENTORIES:
- ----------
Inventories are valued at the lower of cost or market. Certain inventories,
amounting to $11,095,000 at December 31, 2000, and $8,395,000 at
January 2, 2000, or 36% of total Company inventories for both periods,
are valued at the lower of cost, determined by the last-in, first-out
(LIFO) method, or market.  The cost of the remaining portion of the
inventories was determined principally on the basis of standard costs,
which approximate actual first-in, first-out (FIFO) costs.

PROPERTY, PLANT AND EQUIPMENT:
- ----------
Property, plant and equipment is stated on the basis of cost, including
capitalized interest.  For financial reporting purposes, provisions for
depreciation are calculated on a straight-line basis over the following
estimated useful lives of the assets:

				      Years

	Buildings                    20 -- 45
	Building improvements        10 -- 25
	Machinery and equipment       5 -- 15
	Office equipment              3 -- 10

INTANGIBLE ASSETS:
- ----------
Goodwill, representing the excess of the cost over the net tangible and
identifiable assets of acquired businesses, is stated at cost.  Goodwill
is being amortized on a straight-line method over periods ranging from
10-40 years. Amortization charges to operations amounted to $851,000 in
2000 and $625,000 in 1999.  When events and circumstances so indicate,
all long-term assets are assessed for recoverability based upon cash flow
forecasts.  Based on its most recent analysis, the Company believes that
no material impairment of goodwill exists at December 31, 2000.

Purchased patents and licensed technology are capitalized and amortized
on a straight-line basis over their estimated useful lives, generally
from 2 to 17 years.

PENSIONS AND OTHER POSTRETIREMENT BENEFIT PLANS:
- ----------
The Company adopted Statement of Financial Accounting Standards
(FAS No. 132), "Employers' Disclosures about Pensions and Other
Postretirement Benefits," in 1998.  The provisions of FAS No. 132 revise
employers' disclosures about pension and other postretirement benefit plans.
It does not change the measurement or recognition of these plans.  It
standardizes the disclosure requirements for pensions and other postretirement
benefits to the extent practicable.


NOTE A-ACCOUNTING POLICIES--CONTINUED
- ----------

INCOME TAXES:
- ----------
The Company recognizes income taxes under the liability method.  No provision
is made for U.S. income taxes on the undistributed earnings of consolidated
foreign subsidiaries because such earnings are substantially reinvested in
those companies for an indefinite period.  Provision for the tax consequences
of distributions, if any, from consolidated foreign subsidiaries is recorded
in the year the distribution is declared.


REVENUE RECOGNITION:
- ----------
Revenue is recognized when goods are shipped.

NET INCOME PER SHARE:
- ----------
The following table sets forth the computation of basic and diluted
earnings per share:

(Dollars in Thousands, Except Per Share Amounts)
					2000            1999             1998
				  --------------------------------------------
Numerator:
   Net income                     $    26,720     $    18,631       $   13,771

Denominator:
   Denominator for basic earnings
     per share weighted-average
       shares                      14,896,227      15,055,034       15,202,470

   Effect of stock options            952,509         587,810          597,356
				  --------------------------------------------


   Denominator for diluted
     earnings per share - adjusted
       weighted-average shares and
	 assumed conversions       15,848,736      15,642,844       15,799,826
				  ============================================

Basic earnings per share          $      1.79      $     1.24       $      .91
				  ============================================
Diluted earnings per share        $      1.69      $     1.19       $      .87
				  ============================================

STOCK SPLIT:
- ------------
To help widen the distribution and enhance the marketability of the Company's
capital stock, the Board of Directors effected a two-for-one stock split in
the form of a 100% stock dividend on May 12, 2000. Treasury Stock was not
doubled. All references in the financial statements to the number of shares
and per share amounts have been restated to reflect the increased number of
capital shares outstanding.

USE OF ESTIMATES:
- ----------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes.  Actual results could differ from those estimates.

NOTE A-ACCOUNTING POLICIES--CONTINUED
- ----------
TREASURY STOCK:
- ----------
From time to time the Company's Board of Directors authorizes the repurchase,
at management's discretion, of shares of the Company's capital stock.  The
most recent authorization was approved on August 17, 2000 and provided for
the repurchase of up to an aggregate of $2.0 million in market value of such
stock. Currently, Treasury Stock totals 382,900 shares and is shown at cost
on the balance sheet as a reduction of Shareholders' Equity.



NOTE B-ACQUISITIONS
- ----------

Proforma information has not been provided for the following acquisitions
because the results would not be material.

CYTEC ACQUISITION
- -----------------
Effective January 19, 1999, the Company acquired certain assets of the
engineered molding compounds business of Cytec Industries, Inc. for
approximately $4.3 million.  These assets included machinery and equipment,
intellectual property rights, accounts receivable and customer lists.  This
acquisition was accounted for as a purchase and, accordingly, results are
included in the Company's consolidated financial statements since the date
of acquisition.

IMATION SLEEVES BUSINESS ACQUISITION:
- ----------
Effective September 30, 1998, the Company acquired a line of printing
pressroom products from Imation Corp., formerly a business of 3M Corporation,
for $2.25 million.  The acquisition included a line of dampening and ductor
sleeves used in lithographic printing, along with related manufacturing
assets and intellectual property rights.  This acquisition was accounted for
as a purchase and, accordingly, results are included in the Company's
consolidated financial statements since the date of acquisition.


NOTE C-PROPERTY, PLANT AND EQUIPMENT
- ----------
					 December 31,           January 2,
(Dollars in Thousands)                      2000                   2000
					 ----------             ----------
Land                                     $   5,709              $   1,580
Buildings and improvements                  58,118                 52,298
Machinery and equipment                     89,711                 85,829
Office equipment                            15,442                 11,169
Installations in process                     3,538                  8,845
					 ----------             ----------
					   172,518                159,721
Accumulated depreciation                   (78,319)               (75,069)
					 ----------             ----------
					 $  94,199              $  84,652
					 ==========             ==========

Depreciation expense was $11,656,000 in 2000, $9,750,000 in 1999, and
$7,986,000 in 1998. Interest costs incurred during the years 2000, 1999, and
1998 were $1,080,000, $1,423,000, and $1,358,000, respectively, of which
$457,000 in 2000, $506,000 in 1999, and $894,000 in 1998 were capitalized as
part of the cost of plant and equipment additions.


NOTE D-SUMMARIZED FINANCIAL INFORMATION OF UNCONSOLIDATED JOINT VENTURES
AND RELATED PARTY TRANSACTIONS
- ----------

The Company has four joint ventures, each 50% owned, which are accounted for
by the equity method.  Equity income of $5,945,000, $1,897,000 and $414,000
for 2000, 1999 and 1998, respectively, is included in other income less other
charges on the consolidated statements of income.  Each of the joint ventures
is described below:

								     Fiscal
       Joint Venture       Location      Business Segment           Year-End

Durel Corporation             U.S.       Polymer Materials
					   and Components          December 31

Rogers Inoac Corporation      Japan      High Performance Foams
					   /Polymer Materials
					      and Components        October 31
Polyimide Laminate
  Systems, LLC                U.S.       Printed Circuit
					   Materials               December 31

Rogers Chang Chun
  Technology Co. Ltd.         Taiwan     Printed Circuit
					   Materials               December 31

The summarized financial information for these joint ventures is included
in the following tables.  Note that there is a difference between the
Company's investment in unconsolidated joint ventures and its one-half
interest in the underlying shareholders' equity of the joint ventures due
primarily to three factors.  First, the Company's major initial contribution
to two joint ventures was technology that was valued differently by the joint
ventures than it was on the Company's books.  Secondly, one of the joint
ventures had a negative retained earnings balance.  Lastly, the translation
of foreign currency at current rates differs from that at historical rates.
Correspondingly, there is a difference between the Company's recorded income
from unconsolidated joint ventures and a 50% share of the income of those
joint ventures.


			    December 31,      January 2,
(Dollars in Thousands)         2000              2000
			    -----------       ----------
Current Assets              $  48,808         $  27,296
Noncurrent Assets              26,312            13,628
Current Liabilities            32,403            12,392
Noncurrent Liabilities         14,646            12,287
Shareholders' Equity           28,071            16,245

					    Year Ended
			 ----------------------------------------------
			    December 31,      January 2,      January 3,
(Dollars in Thousands)         2000             2000            1999
			    -----------       ----------      ----------
Net Sales                   $ 138,006         $  73,411       $  58,570
Gross Profit                   39,809            20,909          18,530
Net Income                     11,608             4,049             718



Other Information:
(Dollars in Thousands)
				2000            1999            1998
Commissions Income from
  one Joint Venture            $3,430             --              --

50% Loan Guarantee for
  one Joint Venture            $4,286          $4,636          $5,000

Loan to Durel Corporation      $6,500          $  500              --

The Company believes that the unconsolidated joint venture that has the
50% loan guarantee will be able to meet its obligations under the
financing arrangement and accordingly no payments will be required and
no losses will be incurred under this guarantee by the Company.

Terms for the loan to Durel Corporation:  Borrowings must be made in
increments of $250,000, may not exceed $8.0 million in the aggregate,
will be at the prime rate of interest, and any amounts repaid by Durel
may subsequently be re-borrowed during the term of the loan arrangement.
The arrangement expires in September of 2001, unless extended at the sole
discretion of the Company.

Sales made to unconsolidated joint ventures were immaterial in all years
presented above.

NOTE E-PENSIONS AND OTHER POSTRETIREMENT BENEFIT PLANS
- ----------

PENSIONS:
- ----------
The Company has two qualified noncontributory defined benefit pension plans
covering substantially all U.S. employees.  The Company also has established a
nonqualified unfunded noncontributory defined benefit pension plan to restore
certain retirement benefits that might otherwise be lost due to limitations
imposed by federal law on qualified pension plans.  In addition, the Company
sponsors three unfunded defined benefit health care and life insurance plans
for retirees.  The following provides a reconciliation of benefit obligations,
plan assets, and funded status of the plans:

							       Other
			 Pension Benefits             Postretirement Benefits
(Dollars
 in Thousands)       2000     1999       1998        2000       1999      1998
		  -------- --------   --------    --------   --------   -------
Components of net periodic
 benefits cost:
   Service
    cost         $  1,641  $  1,853  $  1,569   $     228   $    218   $   304
   Interest
    cost            4,643     4,257     3,791         331        264       354
   Expected
    return
     on plan
      assets      (5,644)   (5,359)   (5,346)         --         --        --
   Amortizations
     and
      deferrals       485       524       417        (117)      (152)     (75)
   Amortization of
     transition
      asset          (352)     (335)     (335)         --         --        --
		---------  --------  --------    ---------   --------  -------
   Net periodic
     benefit
      costs      $    773  $    940  $     96    $     442   $    330  $   583
		 ========  ========  ========    =========   ========  =======
Change in plan assets:
   Fair value of
     plan assets
       January 1  $ 61,383  $ 58,211              $     --    $      --
   Actual return
    on plan
     assets          4,724     5,760                    --           --
   Employer
     contributions     356       268                   518          632
   Benefit
    payments       (3,160)   (2,856)                 (518)        (632)
		  --------  --------              --------    ---------
   Fair value of
     plan assets
       December
	31        $ 63,303  $ 61,383              $     --    $      --
		  ========  ========              ========    =========

Change in benefit obligation:
   Benefit obligation
     at
      January 1   $ 56,555  $ 63,548              $  3,395    $   5,288
   Service cost      1,641     1,853                   228          218
   Interest cost     4,643     4,257                   332          264
   Actuarial losses
     (gains)         5,271  (10,247)                   895      (1,743)
   Benefit
    payments       (3,160)   (2,856)                 (518)        (632)
   Plan
    amendments       1,917        --                    --           --
		  --------  --------              --------    ---------
   Benefit obligation
     at
      December 31 $ 66,867  $ 56,555              $  4,332    $   3,395
		  ========  ========              ========    =========

Reconciliation of funded status:
  Funded status   $ (3,564) $  4,828              $ (4,332)   $  (3,395)
  Unrecognized net
    gain/(loss)      1,304    (4,888)               (2,158)      (3,171)
  Unrecognized prior
    service cost     3,168     1,736                    --           --
  Unrecognized
    transition
     asset          (1,025)   (1,376)                   --           --
		  --------  --------              --------    ---------
  Prepaid/(accrued) benefit
    cost at
     December 31  $   (117) $    300              $ (6,490)   $  (6,566)
		  ========  ========              ========    =========
Amounts recognized in the Balance Sheet
 consist of:
  Prepaid benefit
    cost          $  3,638  $  4,223              $     --    $      --
  Accrued benefit
    liability      (9,538)   (4,157)               (6,490)      (6,566)
  Intangible
   asset             2,769        83                    --           --
  Deferred tax
   asset             1,145        --                    --           --
  Accumulated other
    comprehensive
      income         1,869       151                    --           --
		  --------  --------              --------    ---------
  Net amount recognized
    at
     December 31 $   (117) $    300              $ (6,490)   $  (6,566)
		 ========= ========              =========   =========


NOTE E-PENSIONS AND OTHER POSTRETIREMENT BENEFIT PLANS, CONTINUED
- ----------

In accordance with FASB Statement No. 87, the Company has recorded an
additional minimum pension liability for underfunded plans of $5,783,000,
representing the excess of unfunded accumulated benefit obligations over
previously recorded pension liabilities.  A corresponding amount is
recognized as an intangible asset except to the extent that these
additional liabilities exceed related unrecognized prior service cost and
net transition obligation, in which case the increase in liabilities is
charged directly to shareholders' equity, net of taxes.

Assumptions as
  of December 31:            2000     1999                2000     1999

    Discount rate            7.50%    8.00%               7.50%    8.00%
    Rate of compensation
      increase               4.00%    4.00%                 --       --

The expected long-term rates of investment return were assumed to be 9.00%
for the pension plan covering unionized hourly employees and 9.50% for the
other pension plan in each year presented.

The Company has two pension plans with accumulated benefit obligations in
excess of plan assets in 2000 and one plan with accumulated benefit
obligations in excess of plan assets in 1999.  Amounts applicable are:

					 2000        1999
				    ---------   ---------
    Projected benefit obligation    $  15,649   $   1,284
    Accumulated benefit obligation     15,427       1,018
    Fair value of plan assets          12,667          --

OTHER POSTRETIREMENT BENEFITS:
- ----------
The assumed health care cost trend rate of increase is 4.5% for 1999-2001
and it is expected to continue at 4.5% after 2001.  The health care cost
trend rate assumption has the following effect on the amounts reported:
increasing the assumed health care cost trend rates by one percentage point
for each future year would increase the accumulated postretirement benefit
obligation as of the beginning of 2001 by $317,000 and the aggregate of
service cost and interest cost components of net periodic postretirement
benefit cost for fiscal 2000 by $55,000; decreasing the assumed rates by
one percentage point would decrease the accumulated postretirement benefit
obligation at the beginning of 2001 by $286,000 and the aggregate of service
cost and interest cost components of net periodic postretirement benefit cost
for fiscal 2000 by $48,000.

NOTE F-EMPLOYEE SAVINGS AND INVESTMENT PLAN
- ----------

The Company sponsors the Rogers Employee Savings and Investment Plan (RESIP)
for domestic employees.  The plan allows such employees to contribute up to
18% of their compensation through payroll deductions.  Currently up to 5% of
an eligible employee's annual pre-tax contribution is matched at a rate of
50% by the Company.  In 2000 and 1999, 100% of the Company's matching
contribution was invested in Company stock. RESIP related expense amounted
to $859,000 in 2000, $723,000 in 1999, and $697,000 in 1998, including
Company matching contributions of $813,000, $703,000, and $686,000,
respectively.

NOTE G-DEBT
- ----------

LONG-TERM DEBT:
- ----------
In December 2000 the Company cancelled its $20.0 million unsecured
multi-currency revolving credit agreement with one domestic bank and replaced
it with an unsecured multi-currency revolving credit agreement with two
domestic banks.  Under the new arrangement, the Company can borrow up to
$75 million, or the equivalent in certain other foreign currencies.  Amounts
borrowed under this agreement are to be paid in full by December 8, 2005.
The rate of interest charged on outstanding loans can, at the Company's
option and subject to certain restrictions, be based on the prime rate or at
rates from 50 to 112.5 basis points over a Eurocurrency loan rate.  The
spreads over the Eurocurrency rate are based on the Company's leverage ratio.
Under the arrangement, the ongoing commitment fee varies from 30.0 to 37.5
basis points of the maximum amount that can be borrowed, net of any
outstanding borrowings and the maximum amount that beneficiaries may draw
under outstanding letters of credit.  The borrowing at December 31, 2000 was
denominated in Belgian francs and the interest rate on the loan was 5.47%.
The carrying value of this debt approximates fair value as of
December 31, 2000.  The loan agreement contains restrictive covenants
primarily related to total indebtedness, interest expense, capital
expenditures and net worth.  The Company is in compliance with these
covenants.

The Company has designated 390.2 million Belgian francs ($9.1 million) as a
hedge of its net investment in a foreign subsidiary in Belgium.  Realized
and unrealized gains and losses from these hedges are not included in the
Income Statement, but are shown in the cumulative translation adjustment
account included in other comprehensive income. During the year ended
December 31, 2000, the Company recorded $.6 million of net gains in the
cumulative translation adjustment related to the hedge.

MATURITIES:
- ----------
The required long-term debt principal repayment due on December 8, 2005 is
$9,116,000.

INTEREST PAID:
- ----------
Interest paid during the years 2000, 1999, and 1998, was $1,132,000,
$1,523,000, and $1,362,000, respectively.

RESTRICTION ON PAYMENT OF DIVIDENDS:
- ----------
Pursuant to the aforementioned loan agreement, the Company cannot make
a cash dividend payment if a default or event of default has occurred
and is continuing or shall result from the cash dividend payment.


NOTE H-INCOME TAXES
- ----------

Consolidated income before income taxes consists of:



(Dollars in Thousands)             2000         1999         1998
			      -----------------------------------
Domestic                      $  30,263    $  21,523    $  14,756
Foreign                           7,371        4,354        4,370
			      -----------------------------------
			      $  37,634    $  25,877    $  19,126
			      ===================================



The income tax expense (benefit) in the consolidated statements of income
consists of:


(Dollars in Thousands)        Current        Deferred         Total
			    ---------------------------------------
2000:
  Federal                   $   5,050       $   2,507     $   7,557
  International                 2,665             299         2,964
  State                          (100)            493           393
			    ---------------------------------------
			    $   7,615       $   3,299     $  10,914
			    =======================================
1999:
  Federal                   $   6,365       $  (1,074)    $   5,291
  International                 1,338             408         1,746
  State                           120              89           209
			    ---------------------------------------
			    $   7,823       $    (577)    $   7,246
			    =======================================
1998:
  Federal                   $   2,276       $   1,322     $   3,598
  International                 1,066             687         1,753
  State                             4              --             4
			    ---------------------------------------
			    $   3,346       $   2,009     $   5,355
			    =======================================

NOTE H-INCOME TAXES, CONTINUED
- ----------

Deferred tax assets and liabilities as of December 31, 2000 and
January 2, 2000, respectively, are comprised of the following:


(Dollars in Thousands)                  December 31,    January 2,
					    2000           2000
					-----------     ----------
Deferred tax assets:
  Accruals not currently deductible
    for tax purposes:
     Accrued employee benefits
       and compensation                 $   3,610        $   2,110
     Accrued post-retirement
       benefits                             1,964            2,228
     Other accrued liabilities
       and reserves                         2,553            2,015
     Investments in joint
       ventures, net                           --            1,563
     Other                                    528              262
					---------        ---------
Total deferred tax assets                   8,655            8,178
Less deferred tax asset
  valuation allowance                         759            1,053
					---------        ---------
Net deferred tax assets                     7,896            7,125
					---------        ---------
Deferred tax liabilities:
    Depreciation and
      amortization                         11,287            8,759
    Investments in joint
      ventures, net                           235               --
					---------        ---------
Total deferred tax liabilities             11,522            8,759
					---------        ---------
Net deferred tax asset (liability)      $  (3,626)       $  (1,634)
					=========        =========

Deferred taxes are classified on the consolidated balance sheet at
December 31, 2000 and January 2, 2000 as a net short-term deferred tax
asset of $5,000 and $4,728, respectively, and a net long-term deferred
tax liability of $8,626 and $6,362, respectively.

Income tax expense differs from the amount computed by applying the
United States federal statutory income tax rate to income before income
tax expense.  The reasons for this difference are as follows:

(Dollars in Thousands)                        2000        1999        1998
					    --------------------------------
Tax expense at statutory rate            $  13,172    $  9,056     $ 6,694
Net U.S. tax (foreign tax credit)
  on foreign earnings                         (799)      1,552        (326)
General business credits                      (537)       (446)       (400)
Nontaxable foreign sales company income       (861)       (424)       (421)
State income taxes, net of federal benefit     256         136           3
Valuation Allowance                           (294)     (2,274)         --
Other                                          (23)       (354)       (195)
					    ------------------------------
Income tax expense                       $  10,914    $  7,246     $ 5,355
					    =================================

NOTE H-INCOME TAXES, CONTINUED
- ----------

The deferred tax asset valuation allowance decreased by $294,000 and
$2,274,000 during 2000 and 1999, respectively.  The decreases resulted
primarily from the Company's utilization of foreign tax credits on
undistributed profits from its Japanese joint venture. The deferred tax
asset valuation allowance remained unchanged during 1998.

Undistributed foreign earnings, on which United States income tax had
not been provided, before available tax credits and deductions, amounted
to $15,429,000 at December 31, 2000, $10,956,000 at January 2, 2000, and
$8,601,000 at January 3, 1999.

Income taxes paid were $3,598,000, $4,795,000, and $4,442,000, in 2000,
1999, and 1998, respectively.


NOTE I-SHAREHOLDERS' EQUITY AND STOCK OPTIONS
- ----------

Components of Other Comprehensive Income (Loss) consist of the following:

(Dollars in Thousands)                2000        1999        1998
				   -------------------------------
Foreign currency translation
  adjustments                      $  (923)    $  (683)     $  112
Change in unrealized gains
  (losses) on marketable
    securities                          --           2           3
Change in minimum pension
  liability, net of $1,053
    in taxes in 2000                (1,718)       (229)         78

				   -------------------------------
    Other comprehensive
      income (loss)                $(2,641)    $  (910)     $  193
				   ===============================

Accumulated balances related to each component of Other Comprehensive
  Income (Loss) are as follows:

(Dollars in Thousands)            December 31, 2000   January 2, 2000
				  -----------------------------------
Foreign currency translation
  adjustments                            $     (334)        $     589
Minimum pension liability,
  net of $1,145 in taxes in 2000             (1,869)             (151)
				  -----------------------------------
Accumulated balance                      $   (2,203)        $     438
				  ===================================

Under various plans the Company may grant stock options to officers and other
key employees at exercise prices that range as low as 50% of the fair market
value of the Company's stock as of the date of grant.  To date virtually all
such options have been granted at an exercise price equal to the fair market
value of the Company's stock as of the date of grant.  In general, regular
employee options become exercisable over a four-year period from the grant
date and expire ten years after the date of the grant.  Stock option grants
are also made to non-employee directors, generally on a semi-annual basis.
For such stock options, the exercise price is equal to the fair market value
of the Company's stock and they are immediately exercisable and expire ten
years after the date of grant.  Stock grants in lieu of cash compensation
are also made to non-employee directors.

Shares of capital stock reserved for possible future issuance are as
follows:

				       December 31,    January 2,
					  2000            2000
				       -----------     -----------
Shareholder Rights Plan                19,949,400      20,038,692
Stock options                           4,141,519       4,668,444
Rogers Employee Savings
  and Investment Plan                     169,044         169,044
Long-Term Enhancement Plan                119,625         129,902
Stock to be issued in lieu of
  deferred compensation                    33,642          23,750
				       -----------     -----------
	     Total                     24,413,230      25,029,832
				       ===========     ===========

NOTE I-SHAREHOLDERS' EQUITY AND STOCK OPTIONS, CONTINUED
- ----------


The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123 (FAS No. 123), "Accounting for
Stock-Based Compensation."  Accordingly, no compensation cost has been
recognized in the financial statements for the stock option plans. Had
compensation cost for the Company's stock option plans been determined
based on the fair value at the grant date for awards in 2000, 1999, and
1998 consistent with the provisions of FAS No. 123, the Company's net
earnings and earnings per share would have been reduced to the pro forma
amounts indicated below:

(Dollars in Thousands,
 Except Per Share Amounts)                       2000      1999      1998
			      -------------------------------------------
Net income                    As Reported     $26,720   $18,631   $13,771
			      Pro Forma        24,234    17,207    12,440
			      -------------------------------------------
Basic earnings per share      As Reported     $  1.79   $  1.24   $   .91
			      Pro Forma          1.63      1.15       .82
			      -------------------------------------------
Diluted earnings per share    As Reported     $  1.69   $  1.19   $   .87
			      Pro Forma          1.62      1.11       .78
			      -------------------------------------------

The effects on pro forma net income and earnings per share of expensing
the estimated fair value of stock options are not necessarily
representative of the effects on reported net income for future years, due
to such things as the vesting period of the stock options and the
potential for issuance of additional stock options in future years.
An average vesting period of 36 months was used for the assumption regarding
stock options issued in 2000, 1999, and 1998.  Regular options granted to
officers and other key employees usually become exercisable in one-third
increments beginning on the second anniversary of the grant date.  The fair
value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants:

				 2000          1999          1998
			     ------------------------------------------
Risk-free interest rate          5.14%         6.42%         4.65%

Dividend yield                      0%            0%            0%

Volatility factor                33.2%         30.6%         30.6%

Weighted-average
  expected life                  6.1 years     5.8 years     5.5 years



A summary of the status of the Company's stock option program at year-end
2000, 1999 and 1998, and changes during the years ended on those dates
is presented below:



NOTE I-SHAREHOLDERS' EQUITY AND STOCK OPTIONS, CONTINUED
- ----------

		--------------------------------------------------------------
			     2000               1999                  1998
		--------------------------------------------------------------
			   Weighted-           Weighted-             Weighted-
			   Average             Average               Average
			   Exercise            Exercise              Exercise
Stock Options     Shares     Price      Shares    Price       Shares    Price
		 -------------------------------------------------------------
Outstanding at
  beginning
   of year       2,518,850  $12.00     2,380,646  $10.91     2,260,366  $10.27

Granted            429,479   32.56       356,320   17.69       320,836   12.58

Exercised         (513,511)   6.94      (171,778)   6.03      (180,334)   5.40

Cancelled          (77,604)   5.12       (46,338)  19.77       (20,222)  15.16
		 -------------------------------------------------------------
Outstanding at
  end of year    2,357,214   17.12     2,518,850   12.00     2,380,646   10.91
		 =============================================================
Options
 exercisable at
  end of year    1,496,710             1,864,032             1,384,134
		 =============================================================
Weighted-average fair
  value of
   options granted
    during year     $13.97                 $7.31                $4.68
		 =============================================================


The following table summarizes information about stock options outstanding
at December 31, 2000:


	       --------------------------------------------------------------
			 Options Outstanding             Options Exercisable
	       --------------------------------------------------------------
			     Weighted-
			     Average         Weighted-               Weighted-
Range of       Number        Remaining       Average   Number        Average
 Exercise      Outstanding   Contractual     Exercise  Exercisable   Exercise
  Prices       at 12/31/00   Life in Years   Price     at 12/31/00   Price
	       ---------------------------------------------------------------

$3 to $11           406,330         2.9         $ 6.75      406,330    $ 6.75

$12 to $28        1,588,405         7.0         $15.74      958,708    $15.26

$29 to $43          362,479         9.7         $34.77      104,672    $35.73
		--------------------------------------------------------------
$3 to $43         2,357,214         6.7         $17.12    1,496,710    $14.38
		==============================================================


NOTE J-COMMITMENTS AND CONTINGENCIES
- ----------

LEASES:
- ----------
The Company's principal noncancellable operating lease obligations are for
building space and vehicles.  The leases generally provide that the Company
pay maintenance costs. The lease periods range from one to five years and
include purchase or renewal provisions at the Company's option.  The Company
also has leases that are cancellable with minimal notice.  Lease expense was
$1,084,000 in 2000, $1,076,000 in 1999, and $975,000 in 1998.

Future minimum lease payments under noncancellable operating leases at
December 31, 2000, aggregate $3,618,000.  Of this amount, annual minimum
payments are $866,000, $695,000, $630,000, $427,000, and $365,000 for years
2001 through 2005, respectively.

CONTINGENCIES:
- ----------
The Company is subject to federal, state, and local laws and regulations
concerning the environment and is currently engaged in proceedings involving
a number of sites under these laws, as a participant in a group of potentially
responsible parties (PRPs).  The Company is currently involved as a PRP in
two cases involving waste disposal sites, both of which are Superfund sites.
These proceedings are at a preliminary stage and it is impossible to estimate
the cost of remediation, the timing and extent of remedial action which may
be required by governmental authorities, and the amount of liability, if any,
of the Company alone or in relation to that of any other PRPs.  The Company
also has been seeking to identify insurance coverage with respect to these
matters. Where it has been possible to make a reasonable estimate of the
Company's liability, a provision has been established.  Insurance proceeds
have only been taken into account when they have been confirmed by or received
from the insurance company.  Actual costs to be incurred in future periods
may vary from these estimates.  Based on facts presently known to it, the
Company does not believe that the outcome of these proceedings will have a
material adverse effect on its financial position.

In addition to the above proceedings, the Company has been actively working
with the Connecticut Department of Environmental Protection (CT DEP) related
to certain polychlorinated biphenyl (PCB) contamination in the soil beneath a
section of cement flooring at its Woodstock, Connecticut facility.  The
Company completed clean-up efforts in 2000 and  will be continually monitoring
the site for the next three years.  On the basis of estimates prepared by
environmental engineers and consultants, the Company recorded a provision of
$1,600,000 prior to 1998 and based on updated estimates provided an additional
$600,000 in 1998 and $400,000 in 1999 for costs related to this matter.  Prior
to 1998, $700,000 was charged against this provision.  In 1998, 1999, and
2000, expenses of $200,000, $400,000, and $900,000 were charged, respectively,
against the provision.  The remaining amount in the reserve is primarily for
testing, monitoring, sampling and any minor residual treatment activity.
Management believes, based on facts currently available, that the balance of
this provision is adequate to complete the project.

In this same matter the United States Environmental Protection Agency (EPA)
has alleged that the Company improperly disposed of PCBs.  An administrative
law judge found the Company liable for this alleged disposal and assessed a
penalty of approximately $300,000.  The Company reflected this fine in expense
in 1998 but disputes the EPA allegations and appealed the administrative law
judge's findings and penalty assessment.  The original findings were upheld
internally by the EPA's Environmental Appeals Board, and the Company has now
placed that decision on appeal with the District of Columbia Federal Court of
Appeals.

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


NOTE K-BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION
- ----------

The Company adopted Statement of Financial Accounting Standards (FAS) No. 131,
"Disclosures about Segments of an Enterprise and Related Information" in 1998
which changed the way the Company reported information about its operating
segments.  Certain reclassifications were made in 2000 to reflect the way that
the business segments are viewed by top management and the Board of Directors.
The prior year information presented has been restated to reflect these
reclassifications.

The Company's nine business units and four joint ventures have separate
management teams and infrastructures that in most cases offer different
products and services.  The business units and joint ventures have been
aggregated into three reportable segments: High Performance Foams, Printed
Circuit Materials, and Polymer Materials and Components.

High Performance Foams:  This segment consists of two business units and 50%
of one joint venture.  The products produced by these operations consist
primarily of high-performance urethane and silicone foams that are designed
to perform to predetermined specifications where combinations of properties
are needed to satisfy rigorous mechanical and environmental requirements.
These materials are sold worldwide and for the most part are sold to
fabricators and original equipment manufacturers.

Printed Circuit Materials:  There are three business units and two joint
ventures in this segment. Laminate materials used in electronics equipment
for transmitting, receiving, and controlling electrical signals are the
products produced by these operations. These products tend to be proprietary
materials which provide highly specialized electrical and mechanical
properties to meet the demands imposed by increasing speed, complexity, and
power in analog, digital, and microwave equipment.  These materials are
fabricated, coated and/or customized as necessary to meet customer demands
and are sold worldwide.

Polymer Materials and Components:  This segment is comprised of four business
units, one joint venture and 50% of another joint venture.  The products
produced by these operations consist primarily of molded elastomer
components, reinforced plastics, power distribution components and nonwoven
materials.  These products have been engineered to provide special
performance characteristics to suit a wide range of markets and applications.
These products are sold worldwide to a varied customer base.

The accounting policies of the segments are the same as those described in the
summary of significant accounting policies.  The Company evaluates performance
based on operating income of the respective business units.

The principal manufacturing operations of the Company are located in the
United States and Europe.  The Company markets its products throughout the
United States and sells in foreign markets directly, through distributors
and agents, and through its 50% owned joint venture in Japan.  In 2000,
approximately 54% of total sales were to the electronics industry.
Approximately 27% of the Company's sales of products manufactured by
U.S. divisions were made to customers located in foreign countries.
This includes sales to Europe of 12%, sales to Asia of 12%, and sales
to Canada of 1%.

At December 31, 2000, the electronics industry accounted for approximately 67%
of the total accounts receivable due from customers.  Accounts receivable due
from customers located within the United States accounted for 74% of the
total accounts receivable owed to the Company at the end of 2000.  The
Company performs periodic credit evaluations of its customers' financial
condition and generally does not require collateral.  Receivables are
generally due within 30 days. Credit losses relating to customers have been
minimal and have been within management's expectations.

Inter-segment and inter-area sales, which are generally priced with reference
to costs or prevailing market prices, are not material in relation to
consolidated net sales and have been eliminated from the sales data reported
in the following tables.

NOTE K-BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION, CONTINUED
- ----------

BUSINESS SEGMENT INFORMATION
(Dollars in
 Thousands)              High          Printed          Polymer
		      Performance      Circuit        Materials &
			 Foams        Materials *      Components     Total
		      --------------------------------------------------------
2000:
  Net sales           $  58,877       $ 100,701       $  88,637      $ 248,215
  Operating income       11,191          12,189           6,103         29,483
  Total assets           44,172          91,255          86,087        221,514
  Capital expenditures    1,185          12,818           8,741         22,744
  Depreciation            2,106           5,306           4,244         11,656
  Joint Venture Equity
    Income                  994              --           4,951          5,945
		      ========================================================

1999:
  Net sales           $  51,364       $ 105,897       $  90,578      $ 247,839
  Operating income        7,758           7,468           9,123         24,349
  Total assets           44,418          73,979          65,009        183,406
  Capital expenditures    1,508           5,459           6,654         13,621
  Depreciation            1,869           4,136           3,745          9,750
  Joint Venture Equity
    Income                  342              --           1,555          1,897
		      ========================================================

1998:
  Net sales           $  46,074       $  98,171       $  72,329      $ 216,574
  Operating income        5,451           6,222           7,967         19,640
  Total assets           41,383          80,335          54,456        176,174
  Capital expenditures    6,498          16,574           5,893         28,965
  Depreciation            1,632           3,033           3,321          7,986
  Joint Venture Equity
    Income                  213              --             201            414
		      ========================================================

* Beginning in January 2000, sales of a specialty flexible circuit board
laminate sold to Hutchinson Technology, Inc.(HTI) are reported in the
Polyimide Laminate Systems joint venture.  Sales of $30.7 million in 1999
and $28.2 million in 1998 were included in net sales in the Printed Circuit
Materials business segment.

Information relating to the Company's operations by geographic area are as
follows:

						Europe
				United        (primarily
 (Dollars in Thousands)         States         Belgium)                Total
			      ----------------------------------------------
2000:
   Net sales                  $ 197,954       $  50,261            $ 248,215
   Long-lived assets             91,333          19,347              110,680
			      ==============================================
1999:
   Net sales                  $ 202,505       $  45,334            $ 247,839
   Long-lived assets             83,258          18,084              101,342
			      ==============================================
1998:
	Net sales             $ 173,694       $  42,880            $ 216,574
	Long-lived assets        78,032          18,905               96,937
			      ==============================================

Net sales are attributed to the business unit making the sale.  Long-lived
assets are attributed to the location of the asset.

The net assets of wholly-owned foreign subsidiaries were $19,698,000 at
December 31, 2000, and $16,916,000 at January 2, 2000.  Net income of these
foreign subsidiaries was $4,399,000 in 2000, $2,600,000 in 1999, and
$2,631,000 in 1998, including net currency transaction gains (losses) of
$61,000 in 2000, $(51,000) in 1999, and $62,000 in 1998.


NOTE L - SUBSEQUENT EVENTS

On February 7, 2001, the Company entered into a definitive agreement to
purchase the Advanced Dielectric Division (ADD) of Tonoga, Inc. (commonly
known as Taconic), which operates facilities in Petersburgh, New York and
Mullingar, Ireland.  The transaction is subject to regulatory and government
review and is expected to be made final during the second quarter of 2001.
ADD is a worldwide leader in the manufacture of polytetrafluoroethylene-based
laminates used in the wireless communications and high-speed digital markets.
The purchase price of approximately $70 million will be paid for partially in
Rogers stock and partially with cash from the recently negotiated credit
facility.  The acquisition will be accounted for as a purchase; accordingly,
the purchase price will be allocated to the underlying assets and liabilities
based on their respective estimated fair values at the date of acquisition.

REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
- ----------

Board of Directors and Shareholders
Rogers Corporation

- ----------

We have audited the accompanying consolidated balance sheets of Rogers
Corporation and subsidiaries as of December 31, 2000 and January 2, 2000, and
the related consolidated statements of income, shareholders' equity and cash
flows for each of the three fiscal years in the period ended December 31,
2000.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Rogers
Corporation and subsidiaries at December 31, 2000 and January 2, 2000, and
the consolidated results of their operations and their cash flows for each
of the three fiscal years in the period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United
States.


							     ERNST & YOUNG LLP

Providence, Rhode Island
February 1, 2001, except as to Note L, as to which the date
is February 7, 2001



QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
- ----------
(Dollars in Thousands, Except Per Share Amounts)


						       Basic        Diluted
		     Net    Manufacturing    Net     Net Income   Net Income
       Quarter      Sales      Profit       Income   Per Share*   Per Share*
- ----------------------------------------------------------------------------
2000   Fourth     $ 60,952    $ 20,591    $  7,434     $   .49      $   .47
       Third        62,357      20,695       6,936         .46          .44
       Second       61,266      20,072       6,442         .43          .41
       First        63,640      21,147       5,908         .40          .37
- ----------------------------------------------------------------------------
1999   Fourth     $ 59,058    $ 18,751    $  4,985     $   .34      $   .32
       Third        61,076      18,365       4,608         .30          .29
       Second       62,801      16,425       4,341         .29          .28
       First        64,904      18,334       4,697         .31          .30
- -----------------------------------------------------------------------------


*Restated for the two-for-one stock split in 2000.


CAPITAL STOCK MARKET PRICES*
- ----------

The Company's capital stock is traded on the New York Stock Exchange.  The
following table sets forth the composite high and low closing prices during
each quarter of the last two years on a per share basis.


			 2000                           1999
- ---------------------------------------------------------------------
Quarter            High        Low                High        Low
- ---------------------------------------------------------------------
Fourth           $ 45-1/4    $ 29-1/16          $ 20-7/16   $ 18-1/16
Third              38-15/16    31-3/8             19-13/16    14-3/4
Second             39-1/2      29-27/32           16-3/4      12-7/16
First              35-1/4      18-1/32            16          11-3/4
- ---------------------------------------------------------------------

*Restated for the two-for-one stock split in 2000.
































</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>ltenh.txt
<TEXT>




                     FIRST AMENDMENT TO THE
                 LONG-TERM ENHANCEMENT PLAN FOR
             SENIOR EXECUTIVES OF ROGERS CORPORATION



A.   Pursuant to Section 10 of the Long-Term Enhancement Plan for
     Senior Executives of Rogers Corporation (the "Plan"), effective
     as of April 4, 2000, the Plan is hereby amended by adding at the
     end of Section 2(b), the following:

         "  , of which 75,000 shares were originally reserved by
       the Board of Directors for issuance pursuant to this
       Plan.  Shares issued under the Plan may be authorized but
       unissued shares or shares reacquired by the Company.  In
       the event of a stock dividend, stock split or similar
       change in capitalization affecting the Capital Stock, the
       Committee shall make appropriate adjustments in the
       number and kind of shares of Capital Stock reserved and
       available for issuance under the Plan, subject to the
       provisions of Section 9."

B.   Except as herein amended, the provisions of the Plan shall
     remain in full force and effect.

C.   IN WITNESS WHEREOF, Rogers Corporation has caused this
             First  Amendment to the Plan to be executed this 25th day of April,
      2000.



                                ROGERS CORPORATION



                                By: /s/ Robert M. Soffer

                                Robert M. Soffer, Treasurer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>bankloan.txt
<TEXT>

		  MULTICURRENCY REVOLVING CREDIT AGREEMENT

		       DATED as of December 8, 2000

				between

			    Rogers Corporation,

	     The lending institutions listed on Schedule 1,

				   and

		      Fleet National Bank, as Agent

<PAGE>



			     TABLE OF CONTENTS
@@
1.   DEFINITIONS AND RULES OF INTERPRETATION.                         1
	1.1.   Definitions.                                           1
	1.2.   Rules of Interpretation.                               22
2.   THE REVOLVING CREDIT FACILITY.                                   24
	2.1.   Commitment to Lend.                                    24
	2.2.   Commitment Fee.                                        24
	2.3.   Reduction of Total Commitment.                         24
	2.4.   The Revolving Credit Notes.                            25
	2.5.   Interest on the Loans.                                 25
	2.6.   Requests for the Loans.                                26
	2.7.   Conversion Options.                                    26
		2.7.1.  Conversion to Different Type of Loan.         26
		2.7.2.  Continuation of Type of Loan.                 27
		2.7.3.  Eurocurrency Rate Loans.                      28
	2.8.   Funds for Loans.                                       28
		2.8.1.  Funding Procedures.                           28
		2.8.2.  Replacement Banks.                            28
	2.9.  Optional Currencies.                                    29
		2.9.1.  General.                                      29
		2.9.2.  Exchange Rate.                                30
		2.9.3.  Multiple Denominations.                       30
		2.9.4.  Funding.                                      30
3.   REPAYMENT OF THE REVOLVING CREDIT LOANS.                         31
	3.1.   Maturity.                                              31
	3.2.   Mandatory Repayments of the Loans.                     31
	3.3.   Optional Repayments of the Loans.                      31
4.   LETTERS OF CREDIT.                                               32
	4.1.   Letter of Credit Commitments.                          32
		4.1.1.   Commitment to Issue Letters of Credit.       32
		4.1.2.   Letter of Credit Applications.               32
		4.1.3.   Terms of Letters of Credit.                  33
		4.1.4.   Reimbursement Obligations of Banks.          33
		4.1.5.   Participations of Banks.                     33
	4.2.   Reimbursement Obligation of the Borrower.              33
	4.3.   Letter of Credit Payments.                             34
	4.4.   Obligations Absolute.                                  35
	4.5.   Reliance by Issuer.                                    35
	4.6.   Letter of Credit Fee.                                  36
5.   CERTAIN GENERAL PROVISIONS.                                      36
	5.1.   Arrangement Fee.                                       36
	5.2.   Agent's Fee.                                           36

<PAGE>
			       -ii-


	5.3.   Funds for Payments.                                    36
		5.3.1.   Payments to Agent.                           36
		5.3.2.   No Offset, etc.                              37
		5.3.3.  Currency Matters.                             37
	5.4.   Computations.                                          38
	5.5.   Inability to Determine Eurocurrency Rate.              38
	5.6.   Illegality.                                            39
	5.7.   Additional Costs, etc.                                 39
	5.8.   Capital Adequacy.                                      41
	5.9.   Certificate.                                           41
	5.10.   Indemnity.                                            42
	5.11.   Interest After Default.                               42
	5.12.  European Monetary Union.                               42
6.   REPRESENTATIONS AND WARRANTIES OF THE BORROWER.                  44
	6.1.   Corporate Authority.                                   44
		6.1.1.   Incorporation; Good Standing.                44
		6.1.2.   Authorization.                               44
		6.1.3.   Enforceability.                              45
	6.2.   Governmental Approvals.                                45
	6.3.   Title to Properties; Leases.                           45
	6.4.   Financial Statements and Projections.                  45
		6.4.1.   Fiscal Year.                                 46
		6.4.2.   Financial Statements.                        46
		6.4.3.   Projections.                                 46
	6.5.   No Material Changes, Solvency etc.  (a)                46
	6.6.   Franchises, Patents, Copyrights, etc.                  47
	6.7.   Litigation.                                            47
	6.8.   No Materially Adverse Contracts, etc.                  47
	6.9.   Compliance with Other Instruments, Laws, etc.          47
	6.10.   Tax Status.                                           48
	6.11.   No Event of Default.                                  48
	6.12.   Holding Company and Investment Company Acts.          48
	6.13.   Absence of Financing Statements, etc.                 48
	6.14.   Certain Transactions.                                 49
	6.15.   Employee Benefit Plans.                               49
		6.15.1.   In General.                                 49
		6.15.2.   Terminability of Welfare Plans.             49
		6.15.3.   Guaranteed Pension Plans.                   49
		6.15.4.   Multiemployer Plans.                        50
	6.16.   Use of Proceeds.                                      50
		6.16.1.   General.                                    50
		6.16.2.   Regulations U and X.                        50
		6.16.3.   Ineligible Securities.                      51
	6.17.   Environmental Compliance.                             51
	6.18.   Subsidiaries, etc.                                    53

<PAGE>

			   -iii-


	6.19.   Disclosure.                                           53
7.   AFFIRMATIVE COVENANTS OF THE BORROWER.                           53
	7.1.   Punctual Payment.                                      53
	7.2.   Maintenance of Office.                                 53
	7.3.   Records and Accounts.                                  54
	7.4.   Financial Statements, Certificates and
	       Information.                                           54
	7.5.   Notices.                                               55
		7.5.1.   Defaults.                                    55
		7.5.2.   Environmental Events.                        56
		7.5.3.   Notice of Litigation and Judgments.          56
		7.5.4.   Notice of Underfunding.                      56
	7.6.   Corporate Existence; Maintenance of Properties.        56
	7.7.   Insurance.                                             57
	7.8.   Taxes.                                                 57
	7.9.   Inspection of Properties and Books, etc.               57
		7.9.1.   General.                                     57
		7.9.2.   Communications with Accountants.             58
	7.10.   Compliance with Laws, Contracts,
		Licenses, and Permits.                                58
	7.11.   Compliance with Environmental Laws.                   58
	7.12.   Employee Benefit Plans.                               59
	7.13.   Use of Proceeds.                                      59
	7.14.   Additional Subsidiaries.                              59
	7.15.   Further Assurances.                                   59
8.   CERTAIN NEGATIVE COVENANTS OF THE BORROWER.                      59
	8.1.   Restrictions on Indebtedness.                          59
	8.2.   Restrictions on Liens.                                 61
	8.3.   Restrictions on Investments.                           63
	8.4.   Distributions.                                         65
	8.5.   Merger, Consolidation and Disposition of Assets.       65
		8.5.1.   Mergers and Acquisitions.                    65
		8.5.2.   Disposition of Assets.                       66
	8.6.   Sale and Leaseback.                                    67
	8.7.   Employee Benefit Plans.                                68
	8.8.   Business Activities.                                   68
	8.9.   Fiscal Year.                                           68
	8.10.   Transactions with Affiliates.                         69
	8.11.   Activities of World Properties.                       69
	8.12.  Modification of Charter Documents.                     70
	8.13.  Upstream Limitations.                                  70
	8.14.  Inconsistent Agreements.                               70
9.   FINANCIAL COVENANTS OF THE BORROWER.                             70
	9.1.   Leverage Ratio.                                        70
	9.2.   Interest Coverage Ratio.                               70
	9.3.   Capital Expenditures.                                  70

<PAGE>

			       -iv-


	9.4.   Consolidated Net Worth.                                71
10.   CLOSING CONDITIONS.                                             71
	10.1.   Loan Documents.                                       71
	10.2.   Certified Copies of Charter Documents.                71
	10.3.   Corporate Action.                                     71
	10.4.   Incumbency Certificate.                               71
	10.5.   Opinion of Counsel.                                   72
	10.6.   UCC Search Results, etc.                              72
	10.7.   Payment of Fees and Expenses.                         72
	10.8.   Termination of Existing Fleet Agreement.              72
	10.9.   Payoff Letter.                                        72
	10.10.   Initial Loan Request.                                72
11.   CONDITIONS TO ALL BORROWINGS.                                   72
	11.1.   Representations True; No Event of Default.            72
	11.2.   No Legal Impediment.                                  73
	11.3.   Governmental Regulation.                              73
	11.4.   Proceedings and Documents.                            73
12.   EVENTS OF DEFAULT; ACCELERATION; ETC.                           73
	12.1.   Events of Default and Acceleration.                   73
	12.2.   Termination of Commitments.                           77
	12.3.   Remedies.                                             77
13.   SETOFF.                                                         78
14.   THE AGENT.                                                      79
	14.1.   Authorization.                                        79
	14.2.   Employees and Agents.                                 79
	14.3.   No Liability.                                         79
	14.4.   No Representations.                                   80
		14.4.1.   General.                                    80
		14.4.2.   Closing Documentation, etc.                 80
	14.5.   Payments.                                             81
		14.5.1.   Payments to Agent.                          81
		14.5.2.   Distribution by Agent.                      81
		14.5.3.   Delinquent Banks.                           81
	14.6.   Holders of Notes.                                     82
	14.7.   Indemnity.                                            82
	14.8.   Agent as Bank.                                        82
	14.9.   Resignation.                                          82
	14.10.   Notification of Defaults and Events of Default.      83
15.   EXPENSES AND INDEMNIFICATION.                                   83
	15.1.   Expenses.                                             83
	15.2.   Indemnification.                                      84
	15.3.   Survival.                                             84
16.   TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.                  85
	16.1.   Confidentiality.                                      85
	16.2.   Prior Notification.                                   85

<PAGE>

				 -v-

	16.3.   Other.                                                85
17.   SURVIVAL OF COVENANTS, ETC.                                     86
18.   ASSIGNMENT AND PARTICIPATION.                                   86
	18.1.   Conditions to Assignment by Banks.                    86
	18.2.   Certain Representations and Warranties;
		Limitations; Covenants.                                               87
	18.3.   Register.                                             88
	18.4.   New Notes.                                            89
	18.5.   Participations.                                       89
	18.6.   Disclosure.                                           90
	18.7.   Assignee or Participant Affiliated with
		the Borrower.                                         90
	18.8.   Miscellaneous Assignment Provisions.                  90
	18.9.   Assignment by Borrower.                               91
19.   NOTICES, ETC.                                                   91
20.   GOVERNING LAW.                                                  92
21.   HEADINGS.                                                       92
22.   COUNTERPARTS.                                                   92
23.   ENTIRE AGREEMENT, ETC.                                          93
24.   WAIVER OF JURY TRIAL.                                           93
25.   CONSENTS, AMENDMENTS, WAIVERS, ETC.                             93
26.   SEVERABILITY.                                                   94
27.   REPRESENTATIONS AND WARRANTIES OF THE BANKS AND THE AGENT.      94

@@

<PAGE>


			SCHEDULES AND EXHIBITS

Schedule 1                      Banks, Lending Offices,
				Commitments, Commitment
				Percentages
Schedule 2                      Existing Letters of Credit
Schedule 6.3                    Certain Assets
Schedule 6.4.1                  Fiscal Years
Schedule 6.5(b)                 Solvency
Schedule 6.7                    Litigation
Schedule 6.10                   Taxes
Schedule 6.15                   Certain Welfare Plans
Schedule 6.17                   Environmental Matters
Schedule 6.18                   Subsidiaries, Joint Ventures and
				Partnerships
Schedule 8.1(d)                 Existing Indebtedness (Domestic)
Schedule 8.1(e)                 Existing Indebtedness (Foreign)
Schedule 8.2                    Existing Liens
Schedule 8.3                    Existing Investments

Exhibit A                       Form of Revolving Credit Note
Exhibit B                       Form of Loan Request
Exhibit C                       Form of Compliance Certificate
Exhibit D                       Form of Assignment and Acceptance

<PAGE>


		MULTICURRENCY REVOLVING CREDIT AGREEMENT

	This MULTICURRENCY REVOLVING CREDIT AGREEMENT is made
as of December 8, 2000, by and among (i) Rogers Corporation
(the "Borrower"), a Massachusetts corporation having its
principal place of business at One Technology Drive, Rogers
Connecticut  06263, (ii) Fleet National Bank, a national
banking association and the other lending institutions
listed on Schedule 1 and (iii) Fleet National Bank as agent
for itself and such other lending institutions.

	1.  DEFINITIONS AND RULES OF INTERPRETATION.

	1.1.  Definitions.  The following terms shall have the
meanings set forth in this Section 1 or elsewhere in the
provisions of this Credit Agreement referred to below:
Adjustment Date. The first day of the month
immediately following the month in which a Compliance
Certificate is to be delivered by the Borrower pursuant to
Section 7.4(c) hereof.

	Affiliate.  Any Person that would be considered to be
an affiliate of  the Borrower under Rule 144(a) of the
Rules and Regulations of the Securities and Exchange
Commission, as in effect on the date hereof, if the
Borrower were issuing securities.

	Agent's Head Office.  The Agent's head office located
at 100 Federal Street, Boston, Massachusetts 02110, or at
such other location as the Agent may designate from time to
time.

	Agent.  Fleet National Bank, acting as agent for the
Banks.

	Agent's Special Counsel.  Bingham Dana LLP or such
other counsel as may be approved by the Agent.

	Applicable Margin. For each period commencing on an
Adjustment Date through the date immediately preceding the
next Adjustment Date (each a "Rate Adjustment Period"), the
Applicable Margin shall be the applicable margin set forth
below with respect to the Leverage Ratio, as determined for
the period ending on the fiscal quarter ended immediately
preceding the applicable Rate Adjustment Period.

<PAGE>

			      -2-

			    PRIME RATE    EUROCURRENCY  COMMITMENT FEE
LEVEL      LEVERAGE RATIO      LOANS        RATE LOANS        RATE

IV          Greater than
	     1.50:1.00           0%           1.125%         0.375%

III      Less than or equal to
	 1.50:1.00 but greater
	   than 1.00:1.00        0%           0.875%         0.350%

II       Less than or equal to
	 1.00:1.00 but greater
	   than 0.50:1.00        0%           0.625%         0.325%

I        Less than or equal to
	 0.50:1.00               0%           0.500%         0.300%


     Notwithstanding the foregoing, (a) for Loans
outstanding, the Letter of Credit Fees and the commitment
fees payable during the period commencing on the Closing
Date through the date immediately preceding the first
Adjustment Date to occur after the Closing Date, the
Applicable Margin shall be Level I set forth above, and (b)
if the Borrower fails to deliver any Compliance Certificate
pursuant to Section 7.4(c) hereof then, for the period commencing
on the next Adjustment Date to occur subsequent to such
failure through the date immediately following the date on
which such Compliance Certificate is delivered, the
Applicable Margin shall be the highest Applicable Margin
set forth above.

	Assignment and Acceptance.  See Section 18.1.

	Balance Sheet Date.  January 2, 2000.

	Banks.  Fleet and the other lending institutions
listed on Schedule 1 hereto and any other Person who
becomes an assignee of any rights and obligations of a Bank
pursuant to Section 18.

	Belgian Francs.  The lawful currency of the country of
Belgium.

	Borrower.  As defined in the preamble hereto.

	Business Day.  Any day on which banking institutions
in Boston, Massachusetts, are open for the transaction of
banking business and, in addition, (a) if Eurocurrency Rate
Loans denominated in Dollars are involved, a day which is
also a day in which commercial banks are open for
international business (including dealings in Dollar
deposits) in London or such other eurodollar interbank
market as may be selected by the Agent in its sole
discretion acting in good faith; and (b) if Eurocurrency
Rate Loans denominated in an Optional Currency are
involved, a day on which dealings and exchange in Dollars
and the

<PAGE>

			  -3-


relevant Optional Currency can be carried on in the
relevant Eurocurrency Interbank Market and Dollar
settlements of such dealings may be effected in New York,
New York and London, and also a day on which dealings and
exchange in Dollars and in the relevant Optional Currency
can be carried on in the principal financial center of the
country in which such currency is legal tender.

	Capital Assets.  Fixed assets, both tangible (such as
land, buildings, fixtures, machinery and equipment) and
intangible (such as patents, copyrights, trademarks,
franchises and good will); provided that Capital Assets
shall not include any item customarily charged directly to
expense or depreciated over a useful life of twelve (12)
months or less in accordance with generally accepted
accounting principles.

	Capital Expenditures.  For any period, the aggregate
amount paid or the amount of Indebtedness incurred
(including in respect of obligations under any Capitalized
Leases) by the Borrower or any of its Subsidiaries (i) for
Capital Assets during such period, determined in accordance
with generally accepted accounting principles, as indicated
on the financial statements of the Borrower and its
Subsidiaries prepared in accordance with such principles,
and (ii) in connection with the lease of any assets by the
Borrower or any of its Subsidiaries as lessee under any
Synthetic Lease to the extent that such assets would have
been Capital Assets had the Synthetic Lease been treated
for accounting purposes as a Capitalized Lease.

	Capitalized Leases.  Leases under which the Borrower
or any of its Subsidiaries is the lessee or obligor, the
discounted future rental payment obligations under which
are required to be capitalized on the balance sheet of the
lessee or obligor in accordance with generally accepted
accounting principles.

	CERCLA.  See Section 6.17(a).

	Citizens.  Citizens Bank of Connecticut, a Connecticut
stock savings bank.

	Closing Date.  The first date on which the conditions
set forth in Sections 10 and 11 have been satisfied.

	Code.  The Internal Revenue Code of 1986.

	Commitment.  With respect to each Bank, the amount set
forth on Schedule 1 hereto as the amount of such Bank's
commitment to make Loans to, and to participate in the
issuance, extension and renewal of Letters of Credit for
the account of, the Borrower, as the same may be

<PAGE>
				-4-

reduced from time to time; or if such commitment is terminated
pursuant to the provisions hereof, zero.

	Commitment Fee Rate. The applicable rate per annum set
forth in the chart contained in the definition of
Applicable Margin under the heading "Commitment Fee Rate".

	Commitment Percentage.  With respect to each Bank, the
percentage set forth on Schedule 1 hereto as such Bank's
percentage of the aggregate Commitments of all of the
Banks.

	Consolidated or consolidated.  With reference to any
term defined herein, shall mean that term as applied to the
accounts of the Borrower and its Subsidiaries, consolidated
in accordance with generally accepted accounting
principles.

	Consolidated Foreign Tangible Assets.  Consolidated
Foreign Total Assets less the sum of:

	(a)     the total book value of all assets of the
	Borrower's Foreign Subsidiaries properly classified as
	intangible assets under generally accepted accounting
	principles, including such items as good will, the
	purchase price of acquired assets in excess of the
	fair market value thereof, trademarks, trade names,
	service marks, brand names, copyrights, patents and
	licenses, and rights with respect to the foregoing;
	plus

	(b)     all amounts representing any write-up in the
	book value of any assets of the Borrower's Foreign
	Subsidiaries resulting from a revaluation thereof
	subsequent to the Balance Sheet Date, excluding (i)
	adjustments for marking short-term investments to
	market and (ii)  transaction adjustments made in
	accordance with Financial Accounting Standards Board
	Statement no. 133; provided that the underlying
	contract or arrangement is intended solely for hedging
	(and not speculative) purposes; plus;

	(c)     to the extent otherwise included in the
	computation of Consolidated Foreign Total Assets, any
	subscriptions receivable.

	Consolidated Foreign Total Assets.  The sum of (i) all
assets ("consolidated balance sheet assets") of the
Borrower's Foreign Subsidiaries determined on a
consolidated basis in accordance with generally accepted
accounting principles, plus (ii) without duplication, all
assets leased by the Borrower's Foreign Subsidiaries as
lessee under any Synthetic Lease to the extent that such
assets would have been consolidated balance sheet assets
had the Synthetic Lease been treated

<PAGE>
				 -5-

for accounting purposes as a Capitalized Lease, plus (iii) without
duplication, all sold receivables referred to in clause
(vii) of the definition of the term "Indebtedness" to the
extent that such receivables would have been consolidated
balance sheet assets had they not been sold.

	Consolidated Net Income (or Deficit).  For any period,
the consolidated net income (or deficit) of the Borrower
and its Subsidiaries for such period (taken as a cumulative
whole), after deducting all operating expenses, provision
for all taxes and reserves (including reserves for deferred
income taxes established in connection with accelerated
depreciation or amortization claimed for income tax
purposes) and all other proper deductions, all determined
in accordance with generally accepted accounting principles
and on a consolidated basis, after eliminating all inter-
company items and portions of income (or deficit) properly
attributable to minority interests, if any, in the stock of
Subsidiaries; provided that there shall also be excluded
(in each case without duplication):

		(i)     the income (or loss) of any Person accrued
		prior to the date it becomes a Subsidiary or
		is merged into or with the Borrower or a
		Subsidiary, except as otherwise provided in
		the definition of Pro Forma Basis;

		(ii)    any aggregate net gain (or net loss) arising
		from sales of capital assets or from the
		acquisition or retirement or sale of
		securities during such period, if such gain
		or loss is treated as an extraordinary item
		under generally accepted accounting
		principles;

		(iii)   any net gain arising from the
		collection of the proceeds of any life
		insurance policy if such gain is treated as
		an extraordinary item under generally
		accepted accounting principles; and

		(iv)    the undistributed net income of any Foreign
		Subsidiary to the extent the Borrower is
		prohibited from repatriating such income.

	Consolidated Net Worth.  The excess of Consolidated
Total Assets over Consolidated Total Liabilities, less, to
the extent otherwise includable in the computations of

	Consolidated Net Worth, any subscriptions receivable.

	Consolidated Tangible Assets.  Consolidated Total
Assets less the sum of:

<PAGE>
			       -6-


	(a)     the total book value of all assets of the
	Borrower and its Subsidiaries properly classified as
	intangible assets under generally accepted accounting
	principles, including such items as good will, the
	purchase price of acquired assets in excess of the
	fair market value thereof, trademarks, trade names,
	service marks, brand names, copyrights, patents and
	licenses, and rights with respect to the foregoing;
	plus

	(b)     all amounts representing any write-up in the
	book value of any assets of the Borrower and its
	Subsidiaries resulting from a revaluation thereof
	subsequent to the Balance Sheet Date, excluding (i)
	adjustments for marking short-term investments to
	market and (ii)  transaction adjustments made in
	accordance with Financial Accounting Standards Board
	Statement no. 133; provided that the underlying
	contract or arrangement is intended solely for hedging
	(and not speculative) purposes; plus;

	(c)     to the extent otherwise included in the
	computation of Consolidated Total Assets, any
	subscriptions receivable.

	Consolidated Total Assets.  The sum of (i) all assets
("consolidated balance sheet assets") of the Borrower and
its Subsidiaries determined on a consolidated basis in
accordance with generally accepted accounting principles,
plus (ii) without duplication, all assets leased by the
Borrower or any Subsidiary as lessee under any Synthetic
Lease to the extent that such assets would have been
consolidated balance sheet assets had the Synthetic Lease
been treated for accounting purposes as a Capitalized
Lease, plus (iii) without duplication, all sold receivables
referred to in clause (vii) of the definition of the term
"Indebtedness" to the extent that such receivables would
have been consolidated balance sheet assets had they not
been sold.

	Consolidated Total Interest Expense.  For any period,
the aggregate amount of interest required to be paid or
accrued by the Borrower and its Subsidiaries during such
period on all Indebtedness of the Borrower and its
Subsidiaries outstanding during all or any part of such
period, whether such interest was or is required to be
reflected as an item of expense or capitalized, including
payments consisting of interest in respect of any
Capitalized Lease, or any Synthetic Lease, and including
commitment fees, agency fees, facility fees, balance
deficiency fees and similar fees or expenses in connection
with the borrowing of money, other than fees and expenses
incurred under Sections 5.7 or 5.8.

	Consolidated Total Liabilities.  All liabilities of
the Borrower and its Subsidiaries determined on a
consolidated basis in accordance with

<PAGE>
			       -7-


generally accepted accounting principles and classified as such
on the consolidated balance sheet of the Borrower and its
Subsidiaries.

	Conversion Request.  A notice given by the Borrower to
the Agent of the Borrower's election to convert or continue
a Loan in accordance with Section 2.7.

	Credit Agreement.  This Multicurrency Revolving Credit
Agreement, including the Schedules and Exhibits hereto.

	Default.  See Section 12.1.

	Delinquent Bank.  See Section 14.5.3.

	Distribution.  The declaration or payment of any
dividend on or in respect of any shares of any class of
capital stock of the Borrower, other than dividends to the
extent payable in shares of common stock of the Borrower;
the purchase, redemption, or other retirement of any shares
of any class of capital stock of the Borrower, directly or
indirectly through a Subsidiary of the Borrower or
otherwise, other than in connection with the exercise of
stock options by employees or directors of the Borrower or
its Subsidiaries (or former employees or former directors);
the return of capital by the Borrower to its shareholders
as such; or any other distribution on or in respect of any
shares of any class of capital stock of the Borrower, other
than pursuant to the Shareholder Rights Plan.

	Dollar Equivalent. On any particular date, with
respect to any amount denominated in Dollars, such amount
of Dollars, and with respect to any amount denominated in a
currency other than Dollars, the amount (as conclusively
ascertained by the Agent absent manifest error) of Dollars
which could be purchased by the Agent (in accordance with
its normal banking practices) in the London foreign
currency deposit markets with such amount of such currency
at the spot rate of exchange prevailing at or about 11:00
a.m. (London time) on such date.

	Dollars or $.  Dollars in lawful currency of the
United States of America.

	Domestic Lending Office.  Initially, the office of
each Bank designated as such in Schedule 1 hereto;
thereafter, such other office of such Bank, if any, located
within the United States that will be making or maintaining
Prime Rate Loans.

	Domestic Subsidiary. Any Subsidiary which is not a
Foreign Subsidiary; provided that for purposes of Sections 6.17
and 7.11, the term

<PAGE>
				 -8-

Domestic Subsidiary shall mean any Subsidiary at any time
owning, leasing or operating any Real Estate.

	Drawdown Date.  The date on which any Loan is made or
is to be made, and the date on which any Loan is converted
or continued in accordance with Section 2.7.

	EBITDA. The Consolidated Net Income (or Deficit) of
the Borrower and its Subsidiaries for any fiscal period,
plus, to the extent deducted in the calculation of
Consolidated Net Income (or Deficit) and without
duplication, (a) depreciation, amortization and other
similar noncash charges for such period, (b) income tax
expense for such period, and (c) Consolidated Total
Interest Expense paid or accrued during such period,
excluding the net income (or deficit) of any Person (other
than a Subsidiary) in which the Borrower or a Subsidiary
has an ownership interest, except to the extent that any
such income has been actually received by the Borrower or
such Subsidiary in the form of cash dividends or similar
cash Distributions, in each case as determined in
accordance with generally accepted accounting principles.

	Eligible Assignee.  Any of (a) (i) a commercial bank
organized under the laws of the United States, or any State
thereof or the District of Columbia, and having total
assets in excess of $1,000,000,000; (ii) a savings and loan
association or savings bank organized under the laws of the
United States, or any State thereof or the District of
Columbia, and having a net worth of at least $100,000,000,
calculated in accordance with generally accepted accounting
principles; (iii) a commercial bank organized under the
laws of any other country which is a member of the
Organization for Economic Cooperation and Development (the
"OECD"), or a political subdivision of any such country,
and having total assets in excess of $1,000,000,000,
provided that such bank is acting through a branch or
agency located in the country in which it is organized or
another country which is also a member of the OECD; (iv)
the central bank of any country which is a member of the
OECD; and (v) if, but only if, any Event of Default has
occurred and is continuing, any other bank, insurance
company, commercial finance company or other financial
institution or other Person approved by the Agent, such
approval not to be unreasonably withheld, and (b) any Bank
and any affiliate of any Bank and, with respect to any Bank
that is a fund that invests in loans, any other fund that
invests in loans and is managed by the same investment
advisor of such Bank or by an affiliate of such investment
advisor (and treating all such funds so managed as a single
Eligible Assignee).

<PAGE>
			       -9-


	Employee Benefit Plan.  Any employee benefit plan
within the meaning of Section 3(3) of ERISA maintained or
contributed to by the Borrower or any ERISA Affiliate,
other than a Guaranteed Pension Plan or a Multiemployer
Plan.

	EMU.  The European Economic and Monetary Union as
contemplated by the EU Treaties.

	Environmental Laws.  See Section 6.17(a).

	EPA.  See Section 6.17(b).

	ERISA.  The Employee Retirement Income Security Act of
1974.

	ERISA Affiliate.  Any Person which is treated as a
single employer with the Borrower under Section 414 of the Code.

	ERISA Reportable Event.  A reportable event with
respect to a Guaranteed Pension Plan within the meaning of
Section 4043 of ERISA and the regulations promulgated thereunder.

	EU Treaties.  The Treaty of Rome of March 25, 1957
establishing the European Community, as amended by the
Treaty on the European Union signed on February 7, 1992
(the Maastricht Treaty), and as further amended from time
to time.

	Euro or e.  The single currency of the Participating
Member States.

	Eurocurrency Interbank Market.  Any lawful recognized
market in which deposits of Dollars and the relevant
Optional Currencies are offered by international banking
units of United States banking institutions and by foreign
banking institutions to each other and in which foreign
currency and exchange operations or eurocurrency funding
operations are customarily conducted.

	Eurocurrency Lending Office.  Initially, the office of
each Bank designated as such in Schedule 1 hereto;
thereafter, such other office of such Bank, if any, that
shall be making or maintaining Eurocurrency Rate Loans.

	Eurocurrency Rate.  With respect to amounts
denominated in Dollars, the Eurodollar Rate, and with
respect to amounts denominated in any Optional Currency,
the International Eurocurrency Rate.

	Eurocurrency Rate Loans.  Loans bearing interest
calculated by reference to a Eurocurrency Rate.

<PAGE>

			      -10-


	Eurocurrency Reserve Rate.  For any day with respect
to a Eurocurrency Rate Loan, the maximum rate (expressed as
a decimal) at which any lender subject thereto would be
required to maintain reserves under Regulation D of the
Board of Governors of the Federal Reserve System (or any
successor or similar regulations relating to such reserve
requirements) against "Eurocurrency Liabilities" (as that
term is used in Regulation D), if such liabilities were
outstanding.  The Eurocurrency Reserve Rate shall be
adjusted automatically on and as of the effective date of
any change in the Eurocurrency Reserve Rate.

	Eurodollar Rate.  For any Interest Period with respect
to a Eurocurrency Rate Loan denominated in Dollars, the
rate of interest equal to (i) the rate per annum (rounded
upwards to the nearest 1/16 of one percent) at which the
Reference Bank's Eurocurrency Lending Office is offered
Dollar deposits two (2) Business Days prior to the
beginning of such Interest Period in the interbank
eurodollar market where the eurodollar and foreign currency
and exchange operations of such Eurocurrency Lending Office
are customarily conducted at or about 11:00 a.m. (London
time), for delivery on the first day of such Interest
Period for the number of days comprised therein and in an
amount comparable to the amount of the Eurocurrency Rate
Loan denominated in Dollars of the Reference Bank to which
such Interest Period applies, divided by (ii) a number
equal to 1.00 minus the Eurocurrency Reserve Rate, if
applicable.

	Event of Default.  See Section 12.1.

	Excluded Taxes.  With respect to any of the Agent or
any Bank, any (i) franchise taxes on such Person, (ii)
taxes on income or profits of such Person, or (iii) other
taxes incurred by such Person except those imposed as a
result of, or relating to, this Agreement.

	Existing Fleet Agreement.  The Multi-Currency
Revolving Credit Agreement dated as of September 19, 1997
between the Borrower and Fleet, as amended and in effect
immediately prior to the Closing Date.

	Existing Letters of Credit.  The letters of credit
issued by Fleet for the account of the Borrower prior to
the Closing Date and listed on Schedule 2.

	Fee Letter.  The fee letter, dated on or prior to the
Closing Date, between the Borrower and the Agent, as the
same may be amended, modified or supplemented from time to
time.

	Financial Affiliate.  A Subsidiary of the bank holding
company controlling any Bank, which Subsidiary is engaging
in any of the

<PAGE>

				-11-


activities permitted by Section 4(k) of the Bank
Holding Company Act of 1956 (12 U.S.C. Section 1843), as amended.

	Fleet.  Fleet National Bank, a national banking
association, in its individual capacity.

	Foreign Subsidiary.  Any Subsidiary which conducts
substantially all of its business in countries other than
the United States of America and that is organized under
the laws of a jurisdiction other than the United States of
America and the States (or the District of Columbia)
thereof.

	generally accepted accounting principles.  Accounting
principles that are (A) consistent with the principles
promulgated or adopted by the Financial Accounting
Standards Board and its predecessors, as in effect from
time to time, and (B) consistently applied in material
respects with past financial statements of the Borrower, in
each case such that a certified public accountant would,
insofar as the use of such accounting principles is
pertinent, be in a position to deliver an unqualified
opinion (other than a qualification regarding changes in
generally accepted accounting principles) as to financial
statements in which such principles have been properly
applied.

	Guaranteed Pension Plan.  Any employee pension benefit
plan within the meaning of Section 3(2) of ERISA maintained or
contributed to by the Borrower or any ERISA Affiliate the
benefits of which are guaranteed on termination in full or
in part by the PBGC pursuant to Title IV of ERISA, other
than a Multiemployer Plan.

	Guarantors.  Each Domestic Subsidiary of the Borrower
existing on the Closing Date (other than World Properties)
and each other Person required to be or become a guarantor
from time to time pursuant to Section 7.14.

	Guaranty.  The Guaranty, dated or to be dated on or
prior to the Closing Date, made jointly and severally by
each Domestic Subsidiary of the Borrower (other than World
Properties) in favor of the Banks and the Agent pursuant to
which each Domestic Subsidiary of the Borrower guaranties
to the Banks and the Agent the payment and performance of
the Obligations and in form and substance satisfactory to
the Banks and the Agent, and any other guaranty
substantially in the form of such Guaranty in favor of the
Banks and the Agent made by any Person required to be or
become a guarantor pursuant to Section 7.14.

	Hazardous Substances.  See Section 6.17(b).

<PAGE>

			      -12-

	Indebtedness.  As to any Person and whether recourse
is secured by or is otherwise available against all or only
a portion of the assets of such Person and whether or not
contingent, but without duplication:

		(i)     every obligation of such Person for money
	borrowed,

		(ii)    every obligation of such Person evidenced by
	bonds, debentures, notes or other similar instruments,
	including obligations incurred in connection with the
	acquisition of property, assets or businesses,

		(iii)   every reimbursement obligation of such
	Person with respect to letters of credit, bankers'
	acceptances or similar facilities issued for the
	account of such Person,

		(iv)    every obligation of such Person issued or
	assumed as the deferred purchase price of property or
	services (including securities repurchase agreements
	but excluding trade accounts payable or accrued
	liabilities arising in the ordinary course of
	business),


		(v)    every obligation of such Person under any
	Capitalized Lease,


		(vi)    every obligation of such Person under any
	Synthetic Lease,

		(vii)   all sales by such Person of (A)
	accounts or general intangibles for money due or to
	become due, (B) chattel paper, instruments or
	documents creating or evidencing a right to payment of
	money or (C) other receivables (collectively
	"receivables"), whether pursuant to a purchase
	facility or otherwise, other than in connection with
	the disposition of the business operations of such
	Person relating thereto or a disposition of defaulted
	receivables for collection and not as a financing
	arrangement, and together with any obligation of such
	Person to pay any discount, interest, fees,
	indemnities, penalties, recourse, expenses or other
	amounts in connection therewith,

		(viii)  every obligation of such Person (an
	"equity related purchase obligation") to purchase,
	redeem, retire or otherwise acquire for value any
	shares of capital stock of any class issued by such
	Person, other than the obligation to purchase capital
	stock arising solely as a result of the difference
	between the trade date and the settlement date for
	such purchase,

<PAGE>
			     -13-



		(ix)    every obligation of such Person under any
	forward contract, futures contract, swap, option or
	other financing agreement or arrangement (including,
	without limitation, caps, floors, collars and similar
	agreements), the value of which is dependent upon
	interest rates, currency exchange rates, commodities
	or other indices (a "Derivative Contract"),


		(x)     every obligation in respect of Indebtedness
	of any other entity (including any joint venture to
	which such Person is a party or any partnership in
	which such Person is a general partner) to the extent
	that such Person is liable therefor as a result of
	such Person's ownership interest in or other
	relationship with such entity, except to the extent
	that the terms of such Indebtedness provide that such
	Person is not liable therefor and such terms are
	enforceable under applicable law,

		(xi)    every obligation, contingent or otherwise,
	of such Person guaranteeing, or having the legal
	effect of guaranteeing or otherwise acting as surety
	for, any obligation of a type described in any of
	clauses (i) through (x) (the "primary obligation") of
	another Person (the "primary obligor"), in any manner,
	whether directly or indirectly, and including, without
	limitation, any obligation of such Person (A) to
	purchase or pay (or advance or supply funds for the
	purchase of) any security for the payment of such
	primary obligation, (B) to purchase property,
	securities or services for the purpose of assuring the
	payment of such primary obligation, or (C) to maintain
	working capital, equity capital or other financial
	statement condition or liquidity of the primary
	obligor so as to enable the primary obligor to pay
	such primary obligation.

	The "amount" or "principal amount" of any Indebtedness
at any time of determination represented by (u) any
Indebtedness, issued at a price that is less than the
principal amount at maturity thereof, shall be the amount
of the liability in respect thereof determined in
accordance with generally accepted accounting principles,
(v) any Capitalized Lease shall be the principal component
of the aggregate of the rental obligation under such
Capitalized Lease payable over the term thereof that is not
subject to termination by the lessee, (w) any sale of
receivables shall be the amount of unrecovered capital or
principal investment of the purchaser (other than the
Borrower or any of its wholly-owned Subsidiaries) thereof,
excluding amounts representative of yield or interest
earned on such investment, (x) any Synthetic Lease shall be
the stipulated loss value, termination value or other
equivalent amount, (y) any Derivative Contract shall be the
maximum amount of any termination or loss payment required
to be paid by such Person (net of

<PAGE>
				   -14-


any offsetting positions) if such Derivative Contract were, at the time of
determination, to be terminated by reason of any event of
default or early termination event thereunder, whether or
not such event of default or early termination event has in
fact occurred and (z) any equity related purchase
obligation shall be the maximum fixed redemption or
purchase price thereof inclusive of any accrued and unpaid
dividends to be comprised in such redemption or purchase
price.

	Ineligible Securities.  Securities which may not be
underwritten or dealt in by member banks of the Federal
Reserve System under Section 16 of the Banking Act of 1933
(12 U.S.C. Section 24, Seventh), as amended.

	Intellectual Property.  See Section 8.11.

	Interest Payment Date.  (i) As to any Prime Rate Loan,
with respect to interest accrued during the applicable
calendar quarter, the last day of such calendar quarter
(including the calendar quarter that includes the Drawdown
Date of such Prime Rate Loan); provided that if the last
day of a calendar quarter is not a Business Day, then the
Interest Payment Date shall be the next succeeding Business
Day; and (ii) as to any Eurocurrency Rate Loan in respect
of which the Interest Period is (A) 3 months or less, the
last day of such Interest Period and (B) more than 3
months, the date that is 3 months from the first day of
such Interest Period and, in addition, the last day of such
Interest Period.

	Interest Period.  With respect to each Eurocurrency
Rate Loan, (i) initially, the period commencing on the
Drawdown Date of such Loan and ending on the last day of
one of the periods set forth below, as selected by the
Borrower in a Loan Request or as otherwise required by the
terms of this Credit Agreement: 1, 2, 3, 6 or 9 months
(subject, in the case of 9 month periods, to availability
and the consent of each of the Banks), or periods of less
than one (1) month, subject to availability and consent of
each of the Banks; and (ii) thereafter, each period
commencing on the last day of the next preceding Interest
Period applicable to such Loan and ending on the last day
of one of the periods set forth above, as selected by the
Borrower in a Conversion Request; provided that all of the
foregoing provisions relating to Interest Periods are
subject to the following:

		(a)     if any Interest Period with respect to a
	Eurocurrency Rate Loan would otherwise end on a day
	that is not a Business Day, that Interest Period shall
	be extended to the next succeeding Business Day unless
	the result of such extension would be to carry such
	Interest Period into another calendar month, in which
	event

<PAGE>
			      -15-

	such Interest Period shall end on the
	immediately preceding Business Day;

		(b)     if the Borrower shall fail to give notice as
	provided in Section 2.7, (i) for Eurocurrency Rate Loans
	denominated in Dollars, the Borrower shall be deemed
	to have requested a conversion of the affected
	Eurocurrency Rate Loan to a Prime Rate Loan on the
	last day of the then current Interest Period with
	respect thereto, and (ii) for Eurocurrency Rate Loans
	denominated in an Optional Currency, the Borrower
	shall repay such Eurocurrency Rate Loan on the last
	day of the then current Interest Period with respect
	thereto;

		(c)     any Interest Period relating to any
	Eurocurrency Rate Loan that begins on the last
	Business Day of a calendar month (or on a day for
	which there is no numerically corresponding day in the
	calendar month at the end of such Interest Period)
	shall end on the last Business Day of a calendar
	month; and

		(d)     any Interest Period that would otherwise
	extend beyond the Maturity Date shall end on the
	Maturity Date.

	International Eurocurrency Rate.  For any Interest
Period with respect to a Eurocurrency Rate Loan denominated
in an Optional Currency, the rate of interest equal to (i)
the rate per annum (rounded upwards to the nearest 1/16 of
one percent) at which the Reference Bank is offered
deposits in the relevant Optional Currency, two (2)
Business Days prior to the beginning of such Interest
Period in the Eurocurrency Interbank Market where the
foreign currency and exchange operations or eurocurrency
funding operations of the Agent are customarily conducted
at or about 11:00 a.m. (London time), for delivery on the
first day of such Interest Period and for the number of
days comprised therein and in an amount equal (as nearly as
may be) to the Reference Bank's Commitment Percentage of
such Eurocurrency Rate Loan to which such Interest Period
applies, divided by (ii) a number equal to 1.00 minus the
Eurocurrency Reserve Rate, if applicable.

	International Standby Practices.  With respect to any
standby Letter of Credit, International Standby Practices
(ISP98), International Chamber of Commerce Publication No.
590, or any successor code of standby letter of credit
practices among banks adopted by the Agent in the ordinary
course of its business as a standby letter of credit issuer
and in effect at the time of issuance of such Letter of
Credit.

	Investments.  All expenditures made and (without
duplication) all liabilities incurred (contingently or
otherwise) (a) for the acquisition of

<PAGE>
			    -16-

stock (other than stock of the Borrower) or Indebtedness of
any Person, (b) for loans, advances, capital contributions or
transfers of property to any Person (other than sales of inventory,
licenses of intellectual property and dispositions of
obsolete assets in the ordinary course of business
consistent with past practices), (c) in respect of any
guaranties (or other commitments as described under
Indebtedness) of the obligations of any Person; provided
that income from Joint Ventures shall not be an Investment
for purposes of this Credit Agreement notwithstanding that
the Borrower or such Subsidiary may, in accordance with
generally accepted accounting principles, account for such
income as a debit to the investment account on the Borrower
or such Subsidiary's balance sheet.  In determining the
aggregate amount of Investments outstanding at any
particular time: (i) the amount of any Investment
represented by a guaranty shall be taken at not less than
the principal amount of the obligations guaranteed and
still outstanding; (ii) there shall be deducted in respect
of each such Investment any amount received as a return of
capital (but only by repurchase, redemption, retirement,
repayment, liquidating dividend or liquidating
distribution) or repayment of loan principal; (iii) there
shall not be deducted in respect of any Investment any
amounts received as earnings on such Investment, whether as
dividends, interest or otherwise; (iv) the amount of
Investments consisting of non-cash property (including
without limitation any Intellectual Property) transferred
to a Joint Venture shall be deemed to be the book value
(determined in accordance with generally accepted
accounting principles) of such non-cash property at the
time of such transfer to such Joint Venture, disregarding
for this purpose any valuation the parties to such Joint
Venture shall have placed thereon for purposes of
establishing such Joint Venture; provided that a non-
perpetual license of Intellectual Property in which the
Borrower or the applicable Subsidiary retains rights having
significant value and which is of limited exclusivity with
respect to the applicable territory or field of use, shall
not be deemed to be a transfer of such Intellectual
Property for purposes of this definition; and (v) there
shall not be deducted from the aggregate amount of
Investments any decrease in the value thereof; provided
that the Borrower may in any fiscal period deduct from the
aggregate amount of Investments decreases in the value of
Investments (up to any aggregate amount of $2,500,000
during the term of this Agreement) to the extent the amount
of any such decrease is deducted from Consolidated Net
Income of the Borrower and its Subsidiaries during such
fiscal period.

	Japanese Yen.  The lawful currency of the country of
Japan.

	Joint Venture.  Any Affiliate of the Borrower or a
Subsidiary of which the designated parent shall at any time
own directly or indirectly

<PAGE>
			       -17-


through a Subsidiary or Subsidiaries less than a majority
(by number of votes) of the outstanding Voting Stock; provided
that notwithstanding the foregoing, Rogers Inoac shall be deemed
to be a Joint Venture until such time as the Borrower shall own,
directly or indirectly, sixty percent (60%) or more of its
outstanding Voting Stock.

	Letter of Credit.  See Section 4.1.1.

	Letter of Credit Application.  See Section 4.1.1.

	Letter of Credit Fee.  See Section 4.6.

	Letter of Credit Participation.  See Section 4.1.4.

	Leverage Ratio.  As at any date of determination, the
ratio of (a) Total Funded Indebtedness of the Borrower and
its Subsidiaries outstanding on such date to (b) EBITDA of
the Borrower and its Subsidiaries for the period of four
consecutive fiscal quarters ended on such date (or, if such
date is not a fiscal quarter end date, the period of four
consecutive fiscal quarters most recently ended).

	Loan Documents.  This Credit Agreement, the Notes, the
Letter of Credit Applications, the Letters of Credit, the
Guaranty and the Fee Letter.

	Loan Request.  See Section 2.6.

	Loans.  Revolving credit loans made or to be made by
the Banks to the Borrower pursuant to Section 2.

	Majority Banks.  As of any date, (a) if there are
fewer than three (3) Banks, all Banks and (b) if there are
three (3) or more Banks, the Banks holding at least sixty
percent (60%) of the outstanding principal amount of the
Notes on such date; and if no such principal is
outstanding, the Banks whose aggregate Commitments
constitutes at least sixty percent (60%) of the Total
Commitment.

	Maturity Date.  December 8, 2005.

	Material Adverse Effect. A material adverse effect on
(a) the business, condition (financial or otherwise),
operations, performance or properties of the Borrowers and
its Subsidiaries, taken as a whole, (b) the rights and
remedies of the Agent or any Bank to enforce any of the
Loan Documents or (c) the ability of the Borrower or any of
the Guarantors to perform its obligations under the Loan
Documents.

<PAGE>
				-18-

	Maximum Drawing Amount.  The maximum aggregate amount
that the beneficiaries may at any time draw under
outstanding Letters of Credit, as such aggregate amount may
be reduced from time to time pursuant to the terms of the
Letters of Credit.

	Multiemployer Plan.  Any multiemployer plan within the
meaning of Section 3(37) of ERISA maintained or contributed to by
the Borrower or any ERISA Affiliate.

	Notes.  The Revolving Credit Notes.

	Obligations.  All indebtedness, obligations and
liabilities of any of the Borrower and its Subsidiaries to
any of the Banks and the Agent, individually or
collectively, existing on the date of this Credit Agreement
or arising thereafter, direct or indirect, joint or
several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, arising
by contract, operation of law or otherwise, arising or
incurred under this Credit Agreement or any of the other
Loan Documents or in respect of any of the Loans made or
Reimbursement Obligations incurred or any of the Notes,
Letter of Credit Application, Letter of Credit or other
instruments at any time evidencing any thereof.

	Optional Currency.  Any of Japanese Yen, Belgian
Francs and the Euro, so long as such currency is freely
convertible into Dollars and is traded on a recognized
Eurocurrency Interbank Market selected by the Agent in good
faith.

	Outstanding.  With respect to the Loans, the aggregate
unpaid principal thereof as of any date of determination.

	Overnight Rate.  For any day, (a) as to Loans
denominated in Dollars, the weighted average interest rate
paid by the Agent for federal funds acquired by the Agent,
and (b) as to Loans denominated in an Optional Currency,
the rate of interest per annum at which overnight deposits
in the applicable Optional Currency, in an amount
approximately equal to the amount with respect to which
such rate is being determined, would be offered for such
day by the Agent to major banks in the London interbank
market.

	Participating Member State.  A member state of the
European Union that adopts a single currency in accordance
with the EU Treaties.

	PBGC.  The Pension Benefit Guaranty Corporation
created by Section 4002 of ERISA and any successor entity or
entities having similar responsibilities.

<PAGE>
			   -19-

	Permitted Liens.  Liens, security interests and other
encumbrances permitted by Section 8.2.

	Person.  Any individual, corporation, partnership,
trust, unincorporated association, business, or other legal
entity, and any government or any governmental agency or
political subdivision thereof.

	Prime Rate.  The higher of (i) the annual rate of
interest announced from time to time by Fleet at its head
office in Boston, Massachusetts, as its "prime rate" and
(ii) one-half of one percent (1/2%) above the Federal Funds
Effective Rate.  The rate of interest announced from time
to time by Fleet as its "prime rate" is a reference rate
only and does not necessarily represent the lowest or best
rate being charged to any customer.  For the purposes of
this definition, "Federal Funds Effective Rate" shall mean
for any day, the rate per annum equal to the weighted
average of the rates on overnight federal funds
transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that
is a Business Day, the average of the quotations for such
day on such transactions received by the Agent from three
funds brokers of recognized standing selected by the Agent.

	Prime Rate Loans.  Loans denominated in Dollars
bearing interest calculated by reference to the Prime Rate.

	Pro Forma Basis.  In connection with a proposed stock
or asset acquisition, the calculation of compliance with
the financial covenants set forth in Section 9 hereof by the
Borrower and its Subsidiaries (including the Person or
asset(s) to be acquired) with reference to the audited
historical financial results of such Person, if available,
and if not so available, then with reference to such
management certified financial results of such Person as
shall be reasonably acceptable to the Agent (or, if an
acquisition of assets, the financial results attributable
to such assets) for the most recently ended period of four
consecutive fiscal quarters ending prior to the date of
such acquisition for which such management certified
financial results are available (but in any event ending no
later than the penultimate fiscal quarter ending prior to
the date of such acquisition), after giving effect on a pro
forma basis to such acquisition in the manner described
below:
		(i)  all Indebtedness (whether under this Credit
	Agreement or otherwise), all assets and any other
	balance sheet adjustments incurred or made in
	connection with such acquisition shall be
<PAGE>
			    -20-

	deemed to have been incurred or made on the first day of such
	period of four fiscal quarters, and all Indebtedness
	of the Person acquired or to be acquired in such
	acquisition which was or will have been repaid in
	connection with the consummation of such acquisition
	shall be deemed to have been repaid concurrently with
	the incurrence of the Indebtedness incurred in
	connection with such acquisition;

		(ii)  all Indebtedness assumed to have been
	incurred pursuant to the preceding clause (i) shall be
	deemed to have borne interest at the sum of (a) the
	arithmetic mean of (x) the Eurocurrency Rate for
	Eurocurrency Rate Loans denominated in the currency in
	which such Indebtedness has been incurred having an
	Interest Period of one month, as in effect on the
	first day of such period of four fiscal quarters, and
	(y) the Eurocurrency Rate for Eurocurrency Rate Loans
	having an Interest Period of one month, as in effect
	on the last day of such period of four fiscal quarters
	plus (b) the Applicable Margin on Eurocurrency Rate
	Loans then in effect (after giving effect to the
	incurrence of such Indebtedness);

		(iii)  without duplication, Consolidated Net
	Income and EBITDA of the Borrower and its Subsidiaries
	shall be determined, and any adjustments to
	Consolidated Net Income and EBITDA which are
	attributable to the change in ownership and/or
	management resulting from such acquisition shall be
	deemed to have been realized, assuming that such
	acquisition occurred on the first day of such period
	of four fiscal quarters; and

		(iv)  other reasonable cost savings, expenses and
	other income statement or operating statement
	adjustments which are attributable to the change in
	ownership and/or management resulting from such
	acquisition as may be approved by the Agent in writing
	(which approval shall not be unreasonably withheld)
	shall be deemed to have been realized on the first day
	of such period of four fiscal quarters.

	RCRA.  See Section 6.17(a).

	Real Estate.  All real property situated in the United
States of America at any time owned or leased (as lessee or
sublessee) by the Borrower or any of its Subsidiaries.

	Record.  The grid attached to a Note, or the
continuation of such grid, or any other similar record,
including computer records, maintained by any Bank with
respect to any Loan referred to in such Note.

<PAGE>

				  -21-

	Reference Bank.  Fleet National Bank.

	Register.  See Section 18.3.

	Reimbursement Obligation.  The Borrower's obligation
to reimburse the Agent and the Banks on account of any
drawing under any Letter of Credit as provided in Section 4.2.
Revolving Credit Note Record.  A Record with respect
to a Revolving Credit Note.

	Revolving Credit Notes.  See Section 2.4.

	Rogers Inoac.  Rogers Inoac Corporation, a Japanese
corporation.

	Sale/Leaseback Arrangement.  See Section 8.6.

	SARA.  See Section 6.17(a).

	Same Day Funds. With respect to disbursements and
payments in (a) Dollars, immediately available funds, and
(b) an Optional Currency, same day or other funds as may be
determined by the Agent to be customary in the place of
disbursement or payment for the settlement of international
banking transactions in the relevant Optional Currency.

	Shareholder Rights Plan.  The Rights Agreement between
the Borrower and Registrar and Transfer Company, as rights
agent, and filed with the Securities and Exchange
Commission as of March 25, 1997.

	Subsidiary.  Any corporation, association, trust, or
other business entity of which the designated parent owns
or acquires directly or indirectly through a Subsidiary or
Subsidiaries at least a majority (by number of votes) of
the outstanding Voting Stock, other than Rogers Inoac.

	Synthetic Lease.  Any lease treated as an operating
lease under generally accepted accounting principles and as
a loan or a financing for U.S. income tax purposes.

	Total Commitment.  The sum of the Commitments of the
Banks, as in effect from time to time.  On the Closing Date
the Total Commitment is $75,000,000.

	Total Funded Indebtedness.  On any date of
determination, all Indebtedness of the Borrower and its
Subsidiaries for borrowed money (including, without
limitation, all notes and bonds and all guarantees by such
Persons of Indebtedness of others for borrowed money),
purchase

<PAGE>
			      -22-


money Indebtedness, and Indebtedness with respect
to Capitalized Leases and Synthetic Leases outstanding on
such date, determined on a consolidated basis in accordance
with generally accepted accounting principles.  Total
Funded Indebtedness shall not include Indebtedness for
borrowed money of any Joint Venture unless the Borrower or
a Subsidiary has guaranteed the Indebtedness for borrowed
money of such joint venture or similar entity or is
otherwise liable for such Indebtedness.

	Type.  As to any Loan, its nature as a Prime Rate Loan
or a Eurocurrency Rate Loan.

	Uniform Customs.  With respect to any Letter of
Credit, the Uniform Customs and Practice for Documentary
Credits (1993 Revision), International Chamber of Commerce
Publication No. 500 or any successor version thereto
adopted by the Agent in the ordinary course of its business
as a letter of credit issuer and in effect at the time of
issuance of such Letter of Credit.

	Unpaid Reimbursement Obligation.  Any Reimbursement
Obligation for which the Borrower does not reimburse the
Agent and the Banks on the date specified in, and in
accordance with, Section 4.2.

	Voting Stock.  Stock or similar interests, of any
class or classes (however designated), the holders of which
are at the time entitled, as such holders, to vote for the
election of a majority of the directors (or persons
performing similar functions) of the corporation,
association, trust or other business entity involved,
whether or not the right so to vote exists by reason of the
happening of a contingency.

	World Properties.  World Properties, Inc., an Illinois
corporation and a wholly-owned Subsidiary of the Borrower.

	1.2.  Rules of Interpretation.
		(a)     A reference to any document or agreement
	shall include such document or agreement as amended,
	modified or supplemented from time to time in
	accordance with its terms and the terms of this Credit
	Agreement.

		(b)     The singular includes the plural and the
	plural includes the singular.

		(c)     A reference to any law includes any
	amendment or modification to such law.
<PAGE>

			     -23-

		(d)     A reference to any Person includes its
	permitted successors and permitted assigns.

		(e)     Accounting terms not otherwise defined
	herein have the meanings assigned to them by generally
	accepted accounting principles applied on a consistent
	basis by the accounting entity to which they refer.

		(f)     The words "include", "includes" and
	"including" are not limiting.

		(g)     All terms not specifically defined herein or
	by generally accepted accounting principles, which
	terms are defined in the Uniform Commercial Code as in
	effect in the Commonwealth of Massachusetts, have the
	meanings assigned to them therein, with the term
	"instrument" being that defined under Article 9 of the
	Uniform Commercial Code.

		(h)     Reference to a particular "Section" refers to that
	section of this Credit Agreement unless otherwise
	indicated.

		(i)     The words "herein", "hereof", "hereunder"
	and words of like import shall refer to this Credit
	Agreement as a whole and not to any particular section
	or subdivision of this Credit Agreement.

		(j)     Unless otherwise expressly indicated, in the
	computation of periods of time from a specified date
	to a later specified date, the word "from" means "from
	and including," the words "to" and "until" each mean
	"to but excluding," and the word "through" means "to
	and including."

		(k)     This Credit Agreement and the other Loan
	Documents may use several different limitations, tests
	or measurements to regulate the same or similar
	matters.  All such limitations, tests and measurements
	are, however, cumulative and are to be performed in
	accordance with the terms thereof.

		(l)     This Credit Agreement and the other Loan
	Documents are the result of negotiation among, and
	have been reviewed by counsel to, among others, the
	Agent and the Borrower and are the product of
	discussions and negotiations among all parties.
	Accordingly, this Credit Agreement and the other Loan
	Documents are not intended to be construed against the
	Agent or any of the Banks merely on account of the
	Agent's or any Bank's involvement in the preparation
	of such documents.

<PAGE>

			      -24-


		2.  THE REVOLVING CREDIT FACILITY.

	2.1.  Commitment to Lend.  Subject to the terms and
conditions set forth in this Credit Agreement, each of the
Banks severally agrees to lend to the Borrower and the
Borrower may borrow, repay, and reborrow from time to time
from the Closing Date up to but not including the Maturity
Date upon notice by the Borrower to the Agent given in
accordance with Section 2.6, such sums in Dollars and/or at the
Borrower's option and subject to Section 2.9, in an Optional
Currency, as are requested by the Borrower up to a maximum
aggregate amount outstanding (after giving effect to all
amounts requested) at any one time equal to such Bank's
Commitment minus the product of such Bank's Commitment
Percentage of the sum of (a) the Maximum Drawing Amount and
(b) all Unpaid Reimbursement Obligations, provided that the
sum of the Dollar Equivalents of the outstanding amounts of
the Loans (after giving effect to all amounts requested)
plus the Maximum Drawing Amount and all Unpaid
Reimbursement Obligations shall not at any time exceed the
Total Commitment.  The Loans shall be made pro rata in
accordance with each Bank's Commitment Percentage.  Each
request for a Loan hereunder shall constitute a
representation and warranty by the Borrower that the
conditions set forth in Section 10 and Section 11, in the case of the
initial Loans to be made on the Closing Date, and Section 11, in
the case of all other Loans, have been satisfied on the
date of such request.  Each Eurocurrency Rate Loan made to
the Borrower hereunder shall be denominated in Dollars, or,
subject to Section 2.9 hereof, in an Optional Currency.

	2.2.  Commitment Fee.  The Borrower agrees to pay to
the Agent for the accounts of the Banks in accordance with
their respective Commitment Percentages a commitment fee
calculated at the Commitment Fee Rate per annum on the
average daily amount during each calendar quarter or
portion thereof from the Closing Date to the Maturity Date
by which the Total Commitment minus the sum of the Maximum
Drawing Amount and all Unpaid Reimbursement Obligations
exceeds the Dollar Equivalent of the outstanding amount of
Loans during such calendar quarter.  The commitment fee
shall be payable quarterly in arrears on the first Business
Day of each calendar quarter for the immediately preceding
calendar quarter commencing on the first such date
following the date hereof, with a final payment on the
Maturity Date or any earlier date on which the Commitments
shall terminate.

	2.3.  Reduction of Total Commitment.  The Borrower
shall have the right at any time and from time to time upon
three (3) days prior written notice to the Agent to reduce
by $5,000,000 or a larger integral multiple of $1,000,000
or terminate entirely the Total Commitment,

<PAGE>
			      -25-

whereupon the Commitments of the Banks shall be reduced pro rata in
accordance with their respective Commitment Percentages of
the amount specified in such notice or, as the case may be,
terminated.  Promptly after receiving any notice of the
Borrower delivered pursuant to this Section 2.3, the Agent will
notify the Banks of the substance thereof.  Upon the
effective date of any such reduction or termination, the
Borrower shall pay to the Agent for the respective accounts
of the Banks the full amount of any commitment fee then
accrued on the amount of the reduction.  No reduction or
termination of the Commitments may be reinstated.

	2.4.  The Revolving Credit Notes.  The Loans shall be
evidenced by separate promissory notes of the Borrower in
substantially the form of Exhibit A hereto (each a
"Revolving Credit Note"), dated as of the Closing Date and
completed with appropriate insertions.  One Revolving
Credit Note shall be payable to the order of each Bank in a
principal amount equal to such Bank's Commitment or, if
less, the outstanding amount of all Loans made by such
Bank, plus interest accrued thereon, as set forth below.
The Borrower irrevocably authorizes each Bank to make or
cause to be made, at or about the time of the Drawdown Date
of any Loan or at the time of receipt of any payment of
principal on such Bank's Revolving Credit Note, an
appropriate notation on such Bank's Revolving Credit Note
Record reflecting the making of such Loan or (as the case
may be) the receipt of such payment.  The outstanding
amount of the Loans set forth on such Bank's Revolving
Credit Note Record shall be prima facie evidence of the
principal amount thereof owing and unpaid to such Bank, but
the failure to record, or any error in so recording, any
such amount on such Bank's Revolving Credit Note Record
shall not limit or otherwise affect the obligations of the
Borrower hereunder or under any Revolving Credit Note to
make payments of principal of or interest on any Revolving
Credit Note when due.

	2.5.  Interest on the Loans.  Except as otherwise
provided in Section 5.11,

		(a)     Each Prime Rate Loan shall bear interest for
	the period commencing with the Drawdown Date thereof
	and ending on the date such Prime Rate Loan is repaid
	at the rate per annum equal to the Prime Rate plus the
	Applicable Margin for Prime Rate Loans as in effect
	from time to time.

		(b)     Each Eurocurrency Rate Loan denominated in
	Dollars or an Optional Currency shall bear interest
	for the period commencing with the Drawdown Date
	thereof and ending on the last day of the Interest
	Period with respect thereto at the rate per annum
	equal to the applicable Eurocurrency Rate determined
	for
<PAGE>

			    -26-

	such Interest Period plus the Applicable Margin
	for Eurocurrency Rate Loans as in effect from time to
	time.

		(d)     The Borrower promises to pay interest on
	each Loan in arrears on each Interest Payment Date
	with respect thereto.

	2.6.  Requests for the Loans.  The Borrower shall give
to the Agent written notice delivered by telecopier
substantially in the form of Exhibit B hereto (or
telephonic notice confirmed in a writing delivered by
telecopier substantially in the form of Exhibit B hereto)
of each Loan requested hereunder (a "Loan Request") no
later than 11:00 a.m. (Boston time) (i) on the proposed
Drawdown Date of any Prime Rate Loan, (ii) two (2) Business
Days prior to the proposed Drawdown Date of any
Eurocurrency Rate Loan denominated in Dollars and (iii)
three (3) Business Days prior to the proposed Drawdown Date
of any Eurocurrency Rate Loan denominated in an Optional
Currency.  Each such notice shall specify (A) the principal
amount of the Loan requested, stated either in Dollars or,
subject to Section 2.9 hereof, in an Optional Currency, (B) the
proposed Drawdown Date of such Loan, (C) the Interest
Period for such Loan and (D) the Type of such Loan.
Promptly upon receipt of any such notice, the Agent shall
notify each of the Banks thereof.  Each Loan Request shall
be irrevocable and binding on the Borrower and shall
obligate the Borrower to accept the Loan requested from the
Banks on the proposed Drawdown Date.  Each Loan Request
shall be in a minimum aggregate amount of $250,000 or
integral multiples of $50,000 in excess thereof (or, in the
case of a Eurocurrency Rate Loan denominated in an Optional
Currency, that whole number the Dollar Equivalent of which
is nearest to $250,000 or an integral multiple of $50,000
in excess thereof, rounded to the nearest thousand;
provided that other amounts denominated in an Optional
Currency the Dollar Equivalent of which is greater than
$250,000 but not an integral multiple of $50,000 may be
borrowed with the consent of each of the Banks).

	2.7.  Conversion Options.

		2.7.1.  Conversion to Different Type of
	Loan.  The Borrower may elect from time to time to
	convert any outstanding Loan denominated in Dollars to
	a Loan of another Type denominated in Dollars,
	provided that (i) with respect to any such conversion
	of a Loan to a Prime Rate Loan, the Borrower shall
	give the Agent at least one (1) Business Days prior
	written notice of such election; (ii) with respect to
	any such conversion of a Prime Rate Loan to a
	Eurocurrency Rate Loan, the Borrower shall give the
	Agent at least two (2) Business Days prior written
	notice of
<PAGE>

			   -27-


	such election; (iii) with respect to any
	such conversion of a Eurocurrency Rate Loan into a
	Prime Rate Loan, such conversion shall only be made on
	the last day of the Interest Period with respect
	thereto unless the Borrower shall have complied with
	Section 5.10, and (iv) no Loan may be converted into a
	Eurocurrency Rate Loan when any Default or Event of
	Default has occurred and is continuing.  On the date
	on which such conversion is being made each Bank shall
	take such action as is necessary to transfer its
	Commitment Percentage of such Loans to its Domestic
	Lending Office or its Eurocurrency Lending Office, as
	the case may be.  All or any part of outstanding Loans
	denominated in Dollars of any Type may be converted
	into a Loan denominated in Dollars of another Type as
	provided herein, provided that any partial conversion
	shall be in an aggregate principal amount of $250,000
	or an integral multiple of $50,000 in excess thereof.
	Each Conversion Request relating to the conversion of
	a Loan to a Eurocurrency Rate Loan shall be
	irrevocable by the Borrower.

		2.7.2.  Continuation of Type of Loan.  Any Loan
	of any Type may be continued as a Loan of the same
	Type upon the expiration of an Interest Period with
	respect thereto by compliance by the Borrower with the
	notice provisions contained in Section 2.7.1; provided that
	(a) as to any Eurocurrency Rate Loan denominated in
	Dollars, no such Eurocurrency Rate Loan may be
	continued as such when any Default or Event of Default
	has occurred and is continuing, but shall be
	automatically converted to a Prime Rate Loan on the
	last day of the first Interest Period relating thereto
	ending during the continuance of any Default or Event
	of Default of which officers of the Agent active upon
	the Borrower's account have actual knowledge, and (b)
	as to any Eurocurrency Rate Loan denominated in an
	Optional Currency, no such Eurocurrency Rate Loan may
	be continued as such when a Default or Event of
	Default has occurred or is continuing or the
	provisions of Section 2.9 hereof have not or cannot be met at
	the time of such continuation, but shall be repaid by
	the Borrower on the last day of the Interest Period
	relating thereto.  In the event that the Borrower
	fails to provide any such notice with respect to the
	continuation of any Eurocurrency Rate Loan as such,
	then (a) such Eurocurrency Rate Loan denominated in
	Dollars shall be automatically converted to a Prime
	Rate Loan on the last day of the first Interest Period
	relating thereto, and (b) as to any Eurocurrency Rate
	Loan denominated in an Optional Currency, shall be
	repaid on the last day of the Interest Period relating
	thereto.  The Agent shall notify the Banks promptly
	when any such automatic conversion contemplated by
	this Section 2.7 is scheduled to occur.
<PAGE>

			       -28-

		2.7.3.  Eurocurrency Rate Loans.  Any conversion
	to or from Eurocurrency Rate Loans shall be in such
	amounts and be made pursuant to such elections so
	that, after giving effect thereto, the aggregate
	principal amount of all Eurocurrency Rate Loans having
	the same Interest Period shall not be less than
	$250,000 or an integral multiple of $50,000 in excess
	thereof (or, in the case of a Eurocurrency Rate Loan
	denominated in an Optional Currency, that whole number
	the Dollar Equivalent of which is nearest to $250,000
	or an integral multiple of $50,000 in excess thereof,
	rounded to the nearest thousand; provided that other
	amounts denominated in an Optional Currency the Dollar
	Equivalent of which is greater than $250,000 but not
	an integral multiple of $50,000 may be outstanding
	with the consent of each of the Banks).  At no time
	with respect to all Loans under this Credit Agreement
	shall there be more than six (6) Eurocurrency Rate
	Loans having different Interest Periods outstanding.

	2.8.  Funds for Loans.

		2.8.1.  Funding Procedures.  Not later than 1:00
	p.m. (Boston time) on the proposed Drawdown Date of
	any Loans, each of the Banks will make available to
	the Agent, at the Agent's Head Office, in Same Day
	Funds, the amount of such Bank's Commitment Percentage
	of the amount of the requested Loans.  Upon receipt
	from each Bank of such amount, and upon receipt of the
	documents required by Section 10 (in the case of such Loans
	to be made on the Closing Date) and Section 11, and the
	satisfaction of the other conditions set forth
	therein, to the extent applicable, the Agent will make
	available to the Borrower the aggregate amount of such
	Loans made available to the Agent by the Banks.  The
	failure or refusal of any Bank to make available to
	the Agent at the aforesaid time and place on any
	Drawdown Date the amount of its Commitment Percentage
	of the requested Loans shall not relieve any other
	Bank from its several obligation hereunder to make
	available to the Agent the amount of such other Bank's
	Commitment Percentage of any requested Loans.  In the
	event that any Bank gives the Agent notice that it
	will not make available to the Agent the amount of its
	Commitment Percentage of the requested Loans, the
	Agent will promptly notify the Borrower of its receipt
	of such notice.

		2.8.2.  Replacement Banks.  If any Bank fails to
	make available to the Agent its Commitment Percentage
	of any Loan within three (3) Business Days following
	the Drawdown Date of such Loan (each, an "Affected
	Bank"), then within a period of thirty

<PAGE>
			       -29-


	(30) days after such Drawdown Date, the Borrower may,
	but shall not be required to, request that a replacement
	bank or banks designated by the Borrower and satisfactory
	to the Agent acquire and assume the outstanding Loans and
	Commitment of the Affected Bank.  The Affected Bank,
	any replacement bank or banks which are to acquire the
	Loans and Commitment of the Affected Bank and the
	Borrower shall execute and deliver to the Agent, in
	accordance with the provisions of Section 18 hereof, such
	Assignments and Acceptances and other instruments,
	including, without limitation, Notes, as are required
	pursuant to Section 18 hereof to give effect to such
	acquisition and assumption. On the effective date of
	the applicable Assignments and Acceptances, the
	Borrower shall pay to the Affected Bank all interest
	accrued on its Loans up to but excluding such date,
	along with any fees payable to such Affected Bank
	hereunder up to but excluding such date, other than
	commitment fees accrued in accordance with Section 2.2 for
	any period after the Drawdown Date of the Loan that
	the Affected Bank failed to make available to the
	Agent; provided that if the Loan that the Affected
	Bank failed to make available was to have been
	denominated in an Optional Currency, the Borrower
	shall pay to such Affected Bank all such fees
	(including all commitment fees) through the effective
	date of the applicable Assignment and Acceptance.

	2.9. Optional Currencies.

		2.9.1. General.  Subject to this Section 2.9.1 and the
	satisfaction of the terms and conditions of Section 10 (in
	the case of such Loans to be made on the Closing Date)
	and Section 11, each Loan requested to be made in an Optional
	Currency will be made on the Drawdown Date specified
	therefor in the applicable Loan Request, in the
	Optional Currency requested in such Loan Request and,
	upon being so made, will have the Interest Period
	requested in such Loan Request.  If on or prior to any
	Drawdown Date of a Loan which the Borrower has
	requested be denominated in an Optional Currency, any
	Bank determines (which determination shall be
	conclusive) that the requested Optional Currency is
	not freely transferable and convertible into Dollars
	or that it will be impracticable for such Bank to fund
	the Loan in such Optional Currency, then such Bank
	shall immediately so notify the Agent and the
	Borrower, and such Bank's portion of the requested
	Loan shall instead be denominated in Dollars.  In the
	event that the Borrower repays such portion of a Loan
	denominated in Dollars in accordance with Section 3 hereof
	and such repayment, and the fluctuation of currency
	exchange rates, results in Loans being then
	outstanding that are not held pro rata

<PAGE>
			      -30-

	in accordance with respective Commitment Percentages of
	the Banks, then all subsequent principal repayments
	denominated in the Optional Currency which the applicable
	Bank did not advance shall be made by the Borrower to the Agent
	for the respective accounts of the Banks other than
	such Bank on a pro rata basis until such time as the
	Loans are outstanding on a pro rata basis.

		2.9.2. Exchange Rate.  For purposes of this
	Credit Agreement the amount in one Optional Currency
	which shall be equivalent on any particular date to a
	specified amount in another Optional Currency shall be
	that amount (as conclusively ascertained by the Agent
	by its normal banking practices, absent manifest
	error) in the first Optional Currency which is or
	could be purchased by the Agent (in accordance with
	normal banking practices) with such specified amount
	of the second Optional Currency in any recognized
	Eurocurrency Interbank Market selected by the Agent in
	good faith for delivery on such date at the spot rate
	of exchange prevailing at 11:00 a.m. (London time) on
	such date.

		2.9.3. Multiple Denominations.  In the event that
	any portion of the funds available under the terms of
	this Credit Agreement is denominated in one or more
	Optional Currencies, the Dollar Equivalent of such
	portion of the funds shall be calculated pursuant to
	the definition of "Dollar Equivalent".  The amount so
	determined shall then be added to the amount already
	outstanding in Dollars for the purpose of determining
	the remaining availability of funds under Section 2.1 hereof
	and any required repayments under Section 3.2(a).

		2.9.4. Funding.  A Bank may make any Loan
	denominated in an Optional Currency by causing its
	Eurocurrency Lending Office or any of its foreign
	branches or foreign affiliate to make such Loan
	(whether or not such lending office, branch or
	affiliate is named as a lending office on Schedule 1
	hereto); provided that in such event the obligation of
	the Borrower to repay such Loan shall nevertheless be
	to such Bank and shall, for all purposes of this
	Credit Agreement (including without limitation for
	purposes of the definition of the term "Majority
	Banks") be deemed made by such Bank to the extent of
	such Loan, for the account of such applicable lending
	office, branch or affiliate.
<PAGE>
			       -31-



	3.  REPAYMENT OF THE REVOLVING CREDIT LOANS.

	3.1.  Maturity.  The Borrower promises to pay on the
Maturity Date, and there shall become absolutely due and
payable on the Maturity Date, all Loans outstanding on such
date, together with any and all accrued and unpaid interest
thereon.

	3.2.  Mandatory Repayments of the Loans.

		(a) If at any time the sum of the Dollar
	Equivalents of the outstanding amounts of the Loans,
	the Maximum Drawing Amount and all Unpaid
	Reimbursement Obligations exceeds the Total Commitment
	(whether as a result of currency fluctuations or
	otherwise), then the Borrower shall immediately pay
	the amount of such excess to the Agent for the
	respective accounts of the Banks for application:
	first, to any Unpaid Reimbursement Obligations;
	second, to the Loans; and third, to provide to the
	Agent cash collateral for Reimbursement Obligations as
	contemplated by Section 4.2(b) and (c).

		(b)     Each payment of any Unpaid Reimbursement
	Obligations or prepayment of Loans shall be allocated
	among the Banks, in proportion, as nearly as
	practicable, to each Reimbursement Obligation or (as
	the case may be) the respective unpaid principal
	amount of each Bank's Revolving Credit Note, with
	adjustments to the extent practicable to equalize any
	prior payments or repayments not exactly in
	proportion.

	3.3.  Optional Repayments of the Loans.  The Borrower
shall have the right, at its election, to repay the
outstanding amount of the Loans, as a whole or in part, at
any time without penalty or premium, provided that any full
or partial prepayment of the outstanding amount of any
Eurocurrency Rate Loans pursuant to this Section 3.3 may be made
only on the last day of the Interest Period relating
thereto unless the Borrower shall have complied with Section 5.10.
The Borrower shall give the Agent written notice no later
than 10:00 a.m. (Boston time) (i) on the date of any
proposed prepayment pursuant to this Section 3.3 of Prime Rate
Loans, (ii) two (2) Business Days notice of any proposed
prepayment pursuant to this Section 3.3 of Eurocurrency Rate Loans
denominated in Dollars and (iii) three (3) Business Days
notice of any proposed prepayment pursuant to this Section 3.3 of
Eurocurrency Rate Loans denominated in an Optional
Currency, in each case specifying the proposed date of
prepayment of Loans and the principal amount to be prepaid.
Each such partial prepayment of the Loans shall be in an
integral multiple of $50,000 (or in the case of a Loan
denominated in an Optional Currency an amount

<PAGE>
				-32-

(rounded to the nearest thousand) of which the Dollar Equivalent is
$50,000), shall be accompanied by the payment of accrued
interest on the principal prepaid to the date of prepayment
and shall be applied, in the absence of instruction by the
Borrower, first to the principal of Prime Rate Loans and
then to the principal of Eurocurrency Rate Loans.  Each
partial prepayment shall be allocated among the Banks, in
proportion, as nearly as practicable, to the respective
unpaid principal amount of each Bank's Revolving Credit
Note, with adjustments to the extent practicable to
equalize any prior repayments not exactly in proportion.

		       4.  LETTERS OF CREDIT.

	4.1.  Letter of Credit Commitments.

		4.1.1.  Commitment to Issue Letters of
	Credit.  Subject to the terms and conditions hereof
	and the execution and delivery by the Borrower of a
	letter of credit application on the Agent's customary
	form (a "Letter of Credit Application"), the Agent on
	behalf of the Banks and in reliance upon the agreement
	of the Banks set forth in Section 4.1.4 and upon the
	representations and warranties of the Borrower
	contained herein, agrees, in its individual capacity,
	at any time and from time to  time from the Closing
	Date to the date which is thirty (30) days prior to
	the Maturity Date, to issue, extend and renew for the
	account of the Borrower one or more standby or
	documentary letters of credit (individually, a "Letter
	of Credit") denominated in Dollars, in such form as
	may be requested from time to time by the Borrower and
	agreed to by the Agent; provided, however, that, after
	giving effect to such request, (a) the sum of the
	aggregate Maximum Drawing Amount and all Unpaid
	Reimbursement Obligations shall not exceed $5,000,000
	at any one time and (b) the sum of (i) the Maximum
	Drawing Amount of all Letters of Credit, (ii) all
	Unpaid Reimbursement Obligations, and (iii) the Dollar
	Equivalent of the amount of all Loans outstanding
	shall not exceed the Total Commitment.  The parties
	hereto hereby acknowledge and agree that on the
	Closing Date the Existing Letters of Credit shall be
	deemed to be, and shall become, Letters of Credit
	outstanding hereunder for all purposes of this Credit
	Agreement, including without limitation the Borrower's
	reimbursement obligations under Section 4.2 and the
	reimbursement and participation obligations of the
	Banks under Sections 4.1.4 and 4.1.5.

		4.1.2.  Letter of Credit Applications.  Each
	Letter of Credit Application shall be completed to the
	satisfaction of the Agent.  In the event that any
	provision of any Letter of Credit Application

<PAGE>
				-33-

	shall be inconsistent with any provision of this Credit
	Agreement, then the provisions of this Credit
	Agreement shall, to the extent of any such
	inconsistency, govern.

		4.1.3.  Terms of Letters of Credit.  Each Letter
	of Credit issued, extended or renewed hereunder shall,
	among other things, (i) provide for the payment of
	sight drafts for honor thereunder when presented in
	accordance with the terms thereof and when accompanied
	by the documents described therein, and (ii) have an
	expiry date no later than seven (7) days prior to the
	Maturity Date. Each Letter of Credit so issued,
	extended or renewed shall be subject to the Uniform
	Customs or, in the case of a standby Letter of
	Credit, either the Uniform Customs or the
	International Standby Practices.

		4.1.4.  Reimbursement Obligations of Banks.  Each
	Bank severally agrees that it shall be absolutely
	liable, without regard to the occurrence of any
	Default or Event of Default or any other condition
	precedent whatsoever, to the extent of such Bank's
	Commitment Percentage, to reimburse the Agent on
	demand for the amount of each draft paid by the Agent
	under each Letter of Credit to the extent that such
	amount is not reimbursed by the Borrower pursuant to
	Section 4.2 (such agreement for a Bank being called herein
	the "Letter of Credit Participation" of such Bank).

		4.1.5.  Participations of Banks.  Each such
	payment made by a Bank shall be treated as the
	purchase by such Bank of a participating interest in
	the Borrower's Reimbursement Obligation under Section 4.2 in
	an amount equal to such payment.  Each Bank shall
	share in accordance with its participating interest in
	any interest which accrues pursuant to Section 4.2.

	4.2.  Reimbursement Obligation of the Borrower.  In
order to induce the Agent to issue, extend and renew each
Letter of Credit and the Banks to participate therein, the
Borrower hereby agrees to reimburse or pay to the Agent,
for the account of the Agent or (as the case may be) the
Banks, with respect to each Letter of Credit issued,
extended or renewed by the Agent hereunder,

		(a)     except as otherwise expressly provided in
	Section 4.2(b) and (c), on each date that any draft presented
	under such Letter of Credit is honored by the Agent,
	or the Agent otherwise makes a payment with respect
	thereto, (i) the amount paid by the Agent under or
	with respect to such Letter of Credit, and (ii) the
	amount of any taxes (other than Excluded Taxes), fees,
	charges or other
<PAGE>
			     -34-


	costs and expenses whatsoever incurred by the Agent
	or any Bank in connection with any payment made by the
	Agent or any Bank under, or with respect to, such Letter
	of Credit,

		(b)     upon the reduction (but not termination) of
	the Total Commitment to an amount less than the
	Maximum Drawing Amount, an amount equal to such
	difference, which amount shall be held by the Agent
	for the benefit of the Banks and the Agent as cash
	collateral for all Reimbursement Obligations, and

		(c)     upon the termination of the Total
	Commitment, or the acceleration of the Reimbursement
	Obligations with respect to all Letters of Credit in
	accordance with Section 12, an amount equal to the then
	Maximum Drawing Amount on all Letters of Credit, which
	amount shall be held by the Agent for the benefit of
	the Banks and the Agent as cash collateral for all
	Reimbursement Obligations.

Each such payment shall be made to the Agent at the Agent's
Head Office in Same Day Funds.  Interest on any and all
amounts remaining unpaid by the Borrower under this Section 4.2 at
any time from the date such amounts become due and payable
(whether as stated in this Section 4.2, by acceleration or
otherwise) until payment in full (whether before or after
judgment) shall be payable to the Agent on demand at the
rate specified in Section 5.11 for overdue principal on Prime Rate
Loans.

	4.3.  Letter of Credit Payments.  If any draft shall
be presented or other demand for payment shall be made
under any Letter of Credit, the Agent shall notify the
Borrower of the date and amount of the draft presented or
demand for payment and of the date and time when it expects
to pay such draft or honor such demand for payment.  If the
Borrower fails to reimburse the Agent as provided in Section 4.2
on or before the date that such draft is paid or other
payment is made by the Agent, the Agent may at any time
thereafter notify the Banks of the amount of any such
Unpaid Reimbursement Obligation.  No later than 3:00 p.m.
(Boston time) on the Business Day next following the
receipt of such notice, each Bank shall make available to
the Agent, at the Agent's Head Office, in Same Day Funds,
such Bank's Commitment Percentage of such Unpaid
Reimbursement Obligation, together with an amount equal to
the product of (i) the average, computed for the period
referred to in clause (iii) below, of the Overnight Rate
for each day included in such period, times (ii) the amount
equal to such Bank's Commitment Percentage of such Unpaid
Reimbursement Obligation, times (iii) a fraction, the
numerator of which is the number of days that elapse from
and including the date the Agent paid the draft presented
for honor or otherwise made payment to the date on which
such Bank's Commitment Percentage of

<PAGE>
			      -35-

such Unpaid Reimbursement obligation shall become immediately
available to the Agent, and the denominator of which is 360.  The
responsibility of the Agent to the Borrower and the Banks
shall be only to determine that the documents (including
each draft) delivered under each Letter of Credit in
connection with such presentment shall be in conformity in
all material respects with such Letter of Credit.

	4.4.  Obligations Absolute.  The Borrower's
obligations under this Section 4 shall be absolute and
unconditional under any and all circumstances and
irrespective of the occurrence of any Default or Event of
Default or any condition precedent whatsoever or any
setoff, counterclaim or defense to payment which the
Borrower may have or have had against the Agent, any Bank
or any beneficiary of a Letter of Credit.  The Borrower
further agrees with the Agent and the Banks that the Agent
and the Banks shall not be responsible for, and the
Borrower's Reimbursement Obligations under Section 4.2 shall not
be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon,
even if such documents should in fact prove to be in any or
all respects invalid, fraudulent or forged, or any dispute
between or among the Borrower, the beneficiary of any
Letter of Credit or any financing institution or other
party to which any Letter of Credit may be transferred or
any claims or defenses whatsoever of the Borrower against
the beneficiary of any Letter of Credit or any such
transferee.  The Agent and the Banks shall not be liable
for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Letter
of Credit, except to the extent such error, omission,
interruption or delay arose from the Agent's gross
negligence or willful misconduct.  The Borrower agrees that
any action taken or omitted by the Agent or any Bank under
or in connection with each Letter of Credit and the related
drafts and documents, if done in good faith and absent
gross negligence or willful misconduct, shall be binding
upon the Borrower and shall not result in any liability on
the part of the Agent or any Bank to the Borrower.

	4.5.  Reliance by Issuer.  To the extent not
inconsistent with Section 4.4, the Agent shall be entitled to
rely, and shall be fully protected in relying upon, any
Letter of Credit, draft, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement,
order or other document believed by it to be genuine and
correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal
counsel, independent accountants and other experts selected
by the Agent.  In connection with Letters of Credit, the
Agent shall be fully justified in failing or refusing to
take any action under this Credit Agreement unless

<PAGE>
			       -36-


it shall first have received such advice or concurrence of the
Majority Banks as it reasonably deems appropriate or it
shall first be indemnified to its reasonable satisfaction
by the Banks against any and all liability and expense
which may be incurred by it by reason of taking or
continuing to take any such action. In connection with
Letters of Credit, the Agent shall in all cases be fully
protected in acting, or in refraining from acting, under
this Credit Agreement in accordance with a request of the
Majority Banks, and such request and any action taken or
failure to act pursuant thereto shall be binding upon the
Banks and all future holders of the Revolving Credit Notes
or of a Letter of Credit Participation.

	4.6.  Letter of Credit Fee.  The Borrower shall pay a
fee (in each case, a "Letter of Credit Fee") to the Agent
in respect of each documentary or standby Letter of Credit
calculated at the rate equal to the Applicable Margin for
Eurocurrency Rate Loans per annum of the face amount of
such Letter of Credit, which Letter of Credit Fee shall be
for the accounts of the Banks in accordance with their
respective Commitment Percentages.  The Letter of Credit
Fees for each Letter of Credit shall be payable quarterly
in arrears on the first day of each calendar quarter for
the immediately preceding calendar quarter.  In respect of
each Letter of Credit, the Borrower shall also pay to the
Agent for the Agent's own account, at such other time or
times as such charges are customarily made by the Agent,
the Agent's customary issuance, amendment, negotiation or
document examination and other administrative fees as in
effect from time to time.

		   5.  CERTAIN GENERAL PROVISIONS.

	5.1.  Arrangement Fee.  The Borrower agrees to pay to
the Agent, for the Agent's own account, on the Closing Date
an arrangement fee in the amount set forth the Fee Letter.

	5.2.  Agent's Fee.  The Borrower agrees to pay to the
Agent, for the Agent's own account, on the Closing Date and
on the other dates set forth in the Fee Letter, an Agent's
fee in the amount set forth in the Fee Letter.

	5.3.  Funds for Payments.

		5.3.1.  Payments to Agent.  All payments of
	principal, interest, Reimbursement Obligations,
	commitment fees, Letter of Credit Fees and any other
	amounts due hereunder or under any of the other Loan
	Documents shall be made in Same Day Funds on the due
	date thereof to the Agent, for the respective accounts
	of the Banks and the Agent, at the Agent's Head Office
	or at such other place that the Agent may from time to
	time designate, in each case

<PAGE>
				  -37-


	at or about 11:00 a.m. (Boston, Massachusetts, time or
	other local time at the place of payment).

		5.3.2.  No Offset, etc.  All payments by the
	Borrower hereunder and under any of the other Loan
	Documents shall be made without recoupment, setoff or
	counterclaim and free and clear of and without
	deduction for any taxes (other than any Excluded
	Taxes, if applicable), levies, imposts, duties,
	charges, fees, deductions, withholdings, compulsory
	loans, restrictions or conditions of any nature now or
	hereafter imposed or levied by any jurisdiction or any
	political subdivision thereof or taxing or other
	authority therein unless the Borrower is compelled by
	law to make such deduction or withholding.  If any
	such obligation is imposed upon the Borrower with
	respect to any amount payable by it hereunder or under
	any of the other Loan Documents, the Borrower will pay
	to the Agent, for the account of the Banks or (as the
	case may be) the Agent, on the date on which such
	amount is due and payable hereunder or under such
	other Loan Document, such additional amount in Dollars
	as shall be necessary to enable the Banks or the Agent
	to receive the same net amount which the Banks or the
	Agent would have received on such due date had no such
	obligation been imposed upon the Borrower.  The
	Borrower will deliver promptly to the Agent
	certificates  or other valid vouchers for all taxes or
	other charges deducted from or paid with respect to
	payments made by the Borrower hereunder or under such
	other Loan Document.

		5.3.3. Currency Matters.

	(a)     Dollars are the currency of payment for each
	and every sum due at any time from the Borrower
	hereunder; provided, that (i) except as expressly
	provided in this Credit Agreement, each repayment of a
	Loan or a part thereof shall be made in the currency
	in which such Loan is denominated at the time of
	repayment; (ii) each payment of interest shall be made
	in the currency in which the applicable principal
	amount is denominated; (iii) each payment of Letter of
	Credit Fees and commitment fees shall be in Dollars;
	(iv) each payment in respect of costs, expenses and
	indemnities shall be made in the currency in which
	they were incurred; and (v) any amount expressed to be
	payable in a currency other than Dollars shall be paid
	in that other currency.

	(b)     No payment to the Agent or any Bank (whether
	under any judgment or court order or otherwise) shall
	discharge the obligation or liability in respect of
	which it was made unless and
<PAGE>

				  -38-

	until the Agent or such Bank shall have received payment
	in full in the currency in which such obligation or
	liability was incurred, and to the extent that the amount
	of any such payment shall, on actual conversion into such
	currency, fall short of such obligation or liability
	expressed in that currency, the Borrower shall
	indemnify and hold harmless the Agent or such Bank, as
	the case may be, with respect to the amount of the
	shortfall.  In the event that, notwithstanding the
	requirements of Section 5.3.3(a), the Borrower makes a
	payment in a currency other than the currency in which
	the amount to be paid is expressed, the Agent or the
	Bank receiving such payment shall use reasonable
	efforts to convert such amount promptly into such
	currency in accordance with its usual and customary
	practice.

	5.4.  Computations.  All computations of interest on
the Loans (other than Prime Rate Loans), commitment fees,
Letter of Credit Fees and all other fees and charges shall
be based on a 360-day year and paid for the actual number
of days elapsed.  All computations of interest on Prime
Rate Loans shall be based on a 365-day year and paid for
the actual number of days elapsed.  Except as otherwise
provided in the definition of the term "Interest Period"
with respect to Eurocurrency Rate Loans, whenever a payment
hereunder or under any of the other Loan Documents becomes
due on a day that is not a Business Day, the due date for
such payment shall be extended to the next succeeding
Business Day, and interest shall accrue during such
extension. The Agent shall disclose to the Borrower the
outstanding amount of the Loans as reflected on the
Revolving Credit Note Records from time to time within ten
(10) days after notice from the Borrower requesting such
amount.  The outstanding amount of the Loans as reflected
on the Revolving Credit Note Records from time to time
shall be considered correct and binding on the Borrower
unless within five (5) Business Days after receipt of any
notice by the Agent or any of the Banks of such outstanding
amount, the Agent or such Bank shall notify the Borrower to
the contrary.

	5.5.  Inability to Determine Eurocurrency Rate.  In
the event, prior to the commencement of any Interest Period
relating to any Eurocurrency Rate Loan, the Agent shall
determine that adequate and reasonable methods do not exist
for ascertaining the Eurocurrency Rate that would otherwise
determine the rate of interest to be applicable to any
Eurocurrency Rate Loan during any Interest Period, the
Agent shall forthwith give notice of such determination
(which shall be conclusive and binding on the Borrower and
the Banks) to the Borrower and the Banks.  In such event
(i) any Loan Request or Conversion Request with respect to
Eurocurrency Rate Loans shall, in the case of Loans

<PAGE>
			       -39-

denominated in Dollars, be deemed a request for Prime Rate
Loans, and in the case of any Eurocurrency Loan denominated
in an Optional Currency, be withdrawn, (ii) each
Eurocurrency Rate Loan denominated in Dollars will
automatically, on the last day of the then current Interest
Period relating thereto, become a Prime Rate Loan, (iii)
each Eurocurrency Rate Loan denominated in an Optional
Currency will be required to be repaid on the last day of
the then current Interest Period relating thereto, and (iv)
the obligations of the Banks to make Eurocurrency Rate
Loans shall be suspended until the Agent determines that
the circumstances giving rise to such suspension no longer
exist, whereupon the Agent shall so notify the Borrower and
the Banks.

	5.6.  Illegality.  Notwithstanding any other
provisions herein, if any change in any law, regulation,
treaty or directive or in the interpretation or application
thereof shall make it unlawful for any Bank to make or
maintain Eurocurrency Rate Loans, such Bank shall forthwith
give notice of such circumstances to the Borrower and the
other Banks and thereupon (i) the commitment of such Bank
to make Eurocurrency Rate Loans or convert Loans of another
Type to Eurocurrency Rate Loans or to make Loans in any
Optional Currency shall forthwith be suspended and (ii)
such Bank's Loans then outstanding as Eurocurrency Rate
Loans, if any, shall (x) if denominated in Dollars, be
converted automatically to Prime Rate Loans on the last day
of each Interest Period applicable to such Eurocurrency
Rate Loans or within such earlier period as may be required
by law and (y) if denominated in an Optional Currency, be
immediately repaid.  The Borrower hereby agrees promptly to
pay the Agent for the account of such Bank, upon demand by
such Bank, any additional amounts necessary to compensate
such Bank for any costs incurred by such Bank in making any
conversion in accordance with this Section 5.6, including any
interest or fees payable by such Bank to lenders of funds
obtained by it in order to make or maintain its
Eurocurrency Rate Loans hereunder.

	5.7.  Additional Costs, etc.  If any change in any
applicable law, which expression, as used herein, includes
statutes, rules and regulations thereunder and
interpretations thereof by any competent court or by any
governmental or other regulatory body or official charged
with the administration or the interpretation thereof and
requests, directives, instructions and notices at any time
or from time to time hereafter made upon or otherwise
issued to any Bank or the Agent by any central bank or
other fiscal, monetary or other authority (whether or not
having the force of law), shall:

		(a)     subject any Bank or the Agent to any tax,
	levy, impost, duty, charge, fee, deduction or
	withholding of any nature with

<PAGE>
				 -40-

	respect to this Credit Agreement, the other Loan
	Documents, any Letters of Credit, such Bank's
	Commitment or the Loans (other than Excluded Taxes), or

		(b)     change the basis of taxation (except for
	changes in Excluded Taxes) of payments to any Bank of
	the principal of or the interest on any Loans or any
	other amounts payable to any Bank or the Agent under
	this Credit Agreement or any of the other Loan
	Documents, or

		(c)     impose or increase or render applicable
	(other than to the extent specifically provided for
	elsewhere in this Credit Agreement) any special
	deposit, reserve, assessment, liquidity, capital
	adequacy or other similar requirements (whether or not
	having the force of law) against assets held by, or
	deposits in or for the account of, or loans by, or
	letters of credit issued by, or commitments of an
	office of any Bank, or


		(d)     impose on any Bank or the Agent any other
	conditions or requirements with respect to this Credit
	Agreement, the other Loan Documents, any Letters of
	Credit, the Loans, such Bank's Commitment, or any
	class of loans, letters of credit or commitments of
	which any of the Loans or such Bank's Commitment forms
	a part,

and the result of any of the foregoing is:

		(i)     to increase in any material respect the
		cost to any Bank of making, funding, issuing,
		renewing, extending or maintaining any of the
		Loans or such Bank's Commitment or any Letter of
		Credit, or

		(ii)    to reduce the amount of principal,
		interest, Reimbursement Obligation or other
		amount payable to such Bank or the Agent
		hereunder on account of such Bank's Commitment,
		any Letter of Credit or any of the Loans, or

		(iii)   to require such Bank or the Agent
		to make any payment or to forego any interest or
		Reimbursement Obligation or other material sum
		payable hereunder, the amount of which payment or
		foregone interest or Reimbursement Obligation or
		other sum is calculated by reference to the gross
		amount of any sum receivable or deemed received
		by such Bank or the Agent from the Borrower
		hereunder,
<PAGE>



then, and in each such case, the Borrower will, upon demand
made by such Bank or (as the case may be) the Agent at any
time and from time to time and as often as the occasion
therefor may arise, pay to such Bank or the Agent such
additional amounts as will be sufficient to compensate such
Bank or the Agent for such additional cost, reduction,
payment or foregone interest or Reimbursement Obligation or
other sum.

	5.8.  Capital Adequacy.  If after the date hereof any
Bank or the Agent determines that (i) the adoption of or
change in any law, governmental rule, regulation, policy,
guideline or directive (whether or not having the force of
law) regarding capital requirements for banks or bank
holding companies or any change in the interpretation or
application thereof by a court or governmental authority
with appropriate jurisdiction, or (ii) compliance by such
Bank or the Agent or any corporation controlling such Bank
or the Agent with any law, governmental rule, regulation,
policy, guideline or directive (whether or not having the
force of law) of any such entity regarding capital
adequacy, has the effect of reducing the return on such
Bank's or the Agent's commitment with respect to any Loans
to a level below that which such Bank or the Agent could
have achieved but for such adoption, change or compliance
(taking into consideration such Bank's or the Agent's then
existing policies with respect to capital adequacy and
assuming full utilization of such entity's capital) by any
amount deemed by such Bank or (as the case may be) the
Agent to be material, then such Bank or the Agent may
notify the Borrower of such fact.  To the extent that the
amount of such reduction in the return on capital is not
reflected in the applicable interest rate, the Borrower and
such Bank shall thereafter attempt to negotiate in good
faith, within thirty (30) days of the day on which the
Borrower receives such notice, an adjustment payable
hereunder that will adequately compensate such Bank in
light of these circumstances.  If the Borrower and such
Bank are unable to agree to such adjustment within thirty
(30) days of the date on which the Borrower receives such
notice, then commencing on the date of such notice (but not
earlier than the effective date of any such increased
capital requirement), the fees payable hereunder shall
increase by an amount that will, in such Bank's reasonable
determination, provide adequate compensation.  Each Bank
shall allocate such cost increases among its customers in
good faith and on an equitable basis.

	5.9.  Certificate.  A certificate setting forth any
additional amounts payable pursuant to Sections 5.7 or 5.8 and a
brief explanation of such amounts which are due, submitted
by any Bank or the Agent to the Borrower, shall be
conclusive, absent manifest error, that such amounts are
due and owing.

<PAGE>

				  -42-

	5.10.  Indemnity.  The Borrower agrees to indemnify
each Bank and to hold  each Bank harmless from and against
any loss, cost or expense (including loss of anticipated
profits) that such Bank may sustain or incur as a
consequence of (i) default by the Borrower in payment of
the principal amount of or any interest on any Eurocurrency
Rate Loans as and when due and payable, including any such
loss or expense arising from interest or fees payable by
such Bank to lenders of funds obtained by it in order to
maintain its Eurocurrency Rate Loans, (ii) default by the
Borrower in making a borrowing or conversion after the
Borrower has given (or is deemed to have given) a Loan
Request or a Conversion Request relating thereto in
accordance with Section 2.6 or Section 2.7 or (iii) the making of any
payment of a Eurocurrency Rate Loan or the making of any
conversion of any such Loan to a Prime Rate Loan on a day
that is not the last day of the applicable Interest Period
with respect thereto, including interest or fees payable by
such Bank to lenders of funds obtained by it in order to
maintain any such Loans.

	5.11.  Interest After Default.  During the continuance
of a Default or an Event of Default the principal of the
Loans and all other amounts payable hereunder or under any
of the other Loan Documents shall, until such Default or
Event of Default has been cured or remedied or such Default
or Event of Default has been waived by the Majority Banks
pursuant to Section 25, bear interest at a rate per annum (a) in
the case of the Loans, equal to two percent (2%) above the
rate of interest otherwise applicable to such Loans
pursuant to Section 2.5, and (b) in the case of all such other
amounts, equal to two percent (2%) above the rate of
interest otherwise applicable to Prime Rate Loans pursuant
to Section 2.5.

	5.12. European Monetary Union.

	(a)     If, as a result of the implementation of the EMU,
(i) any Optional Currency ceases to be lawful currency of
the nation issuing such Optional Currency and is replaced
by the Euro as the lawful currency of such nation, or (ii)
any Optional Currency and the Euro are at the same time
recognized by the central bank or comparable authority of
the nation issuing such Optional Currency as lawful
currency of such nation, then:

		(x)     if the Agent or the Majority Banks shall so
	notify the Borrower, any amount payable hereunder in
	such Optional Currency shall instead be payable in the
	Euro and the amount so payable shall be determined by
	translating the amount payable in such Optional
	Currency to the Euro at the exchange rate recognized
	by the European Central Bank for the purposes of
	implementing the EMU; and
<PAGE>

				    -43-



		(y)     if so specified in the notice delivered
	under clause (x) or in any subsequent notice, the
	Optional Currency recognized at the same time as the
	Euro shall no longer be available as an Optional
	Currency for purposes of this Credit Agreement. Such
	notice shall apply to (1) any Loan to be made on or
	after such notice or (2) any Loan outstanding at the
	time of such notice and denominated in such Optional
	Currency, following the expiration of the Interest
	Period applicable to such outstanding Loan.

	(b)     The Agent may in its discretion by notice to the
Banks and the Borrower (i) modify the definition of
"Business Day" to include a principal financial center of
any Participating Member State where Loans denominated in
the Euro are or are to be funded, or any amounts are or are
to be paid in Euros; (ii) designate an account or accounts
at a bank in a principal financial center of any
Participating Member State for receiving payments to the
Agent, whether for the account of the Agent or for the
account of the Banks, in immediately available funds, in
Euros or for disbursing Loans denominated in Euros; (iii)
designate the date or time for fixing the Eurocurrency Rate
for Loans denominated in Euros for any Interest Period to
be consistent with any practice or convention in the
applicable interbank market; (iv) designate the fraction
for rounding upwards quotations to the Reference Bank used
to determine the Eurocurrency Rate for Loans denominated in
Euros, to be consistent with the rounding of quotations by
the Reference Bank for other Optional Currencies and
consistent with any practice or convention in the
applicable interbank market, in the reasonable judgment of
the Agent; (v) designate other mechanics for fixing the
Eurocurrency Rate for Loans denominated in Euros to be, in
the reasonable judgment of the Agent, consistent with the
mechanics for determining rates for other Optional
Currencies and consistent with any practice or convention
in the applicable interbank market, in the reasonable
judgment of the Agent; (vi) designate the basis of accrual
of interest, fees or other amounts to be consistent with
any practice or convention in the applicable interbank
market with respect to amounts calculated or payable in
Euros; (vii) designate a convenient amount in Euros to
account for de minimis rounding in instances where this
Credit Agreement specifies an amount to be paid in an
Optional Currency that is, under the terms of this Section,
to be paid in Euros.

	(c)     Section 5.5 of this Credit Agreement shall not
apply in the event that an Optional Currency is not
available or an interbank offered rate may not be quoted
for such Optional Currency, solely because such Optional
Currency ceases to be lawful currency of the nation issuing
such Optional Currency and is replaced by the Euro as the
lawful

<PAGE>

				-44-

currency of such nation, so long as the Euro is
available as an Optional Currency and the Eurocurrency Rate
may be quoted for the Euro.

	(d)     The Borrower agrees, at the request of any Bank
or the Agent, to compensate such Bank or the Agent for any
reasonable loss, cost, expense or reduction in return that
shall be incurred or sustained by such Bank or the Agent as
a result of the implementation of the EMU that would not
have been incurred or sustained but for the transactions
contemplated by this Credit Agreement.  A certificate of a
Bank or the Agent setting forth (i) the amount or amounts
necessary to compensate such Bank or the Agent, (ii) a
description of the nature of the loss or expense sustained
or incurred by such Bank or the Agent, as the case may be,
as a consequence thereof and (iii) a reasonably detailed
explanation of the calculation thereof shall be delivered
to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such Bank or the Agent, as
the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.  Each
Bank shall allocate such cost increases among its customers
in good faith and on an equitable basis.

	6.  REPRESENTATIONS AND WARRANTIES OF THE BORROWER.

	The Borrower represents and warrants to the Banks and
the Agent as follows:

	6.1.  Corporate Authority.

		6.1.1.  Incorporation; Good Standing.  Each of
	the Borrower and its Subsidiaries (i) is a corporation
	or other limited liability entity duly organized,
	validly existing and in good standing under the laws
	of its state or other jurisdiction of incorporation
	except, in the case of Foreign Subsidiaries, where the
	failure to be so organized, existing or in good
	standing would not have a Material Adverse Effect,
	(ii) has all requisite corporate power to own its
	property and conduct its business as now conducted and
	as presently contemplated, and (iii) is in good
	standing as a foreign corporation and is duly
	authorized to do business in each jurisdiction where
	such qualification is necessary except where a failure
	to be so qualified would not have a Material Adverse
	Effect.

		6.1.2.  Authorization.  The execution, delivery
	and performance of this Credit Agreement and the other
	Loan Documents to which the Borrower or any of its
	Subsidiaries is or is to become a party and the
	transactions contemplated hereby and thereby (i) are
	within the authority (corporate or otherwise) of such
	Person, (ii) have been duly authorized by all
	necessary proceedings

<PAGE>

			       -45-

	(corporate or otherwise), (iii) to the knowledge of
	the Borrower or any of its Subsidiaries, do not conflict
	with or result in any breach or contravention of any
	provision of law, statute, rule or regulation to which
	the Borrower or any of its Subsidiaries is subject or
	any judgment, order, writ, injunction, license or permit
	applicable to the Borrower or any of its Subsidiaries and
	(iv) do not conflict with any provision of the charter or
	bylaws of, or any agreement or other instrument
	binding upon, the Borrower or any of its Subsidiaries.

		6.1.3.  Enforceability.  The execution and
	delivery of this Credit Agreement and the other Loan
	Documents to which the Borrower or any of its
	Subsidiaries is or is to become a party will result in
	valid and legally binding obligations of such Person
	enforceable against it in accordance with the
	respective terms and provisions hereof and thereof,
	except as enforceability is limited by bankruptcy,
	insolvency, reorganization, moratorium or other laws
	relating to or affecting generally the enforcement of
	creditors' rights and except to the extent that
	availability of the remedy of specific performance or
	injunctive relief is subject to the discretion of the
	court before which any proceeding therefor may be
	brought.

	6.2.  Governmental Approvals.  The execution, delivery
and performance by the Borrower and any of its Subsidiaries
of this Credit Agreement and the other Loan Documents to
which the Borrower or any of its Subsidiaries is or is to
become a party and the transactions contemplated hereby and
thereby do not require the approval or consent of, or
filing with, any governmental agency or authority other
than those already obtained.

	6.3.  Title to Properties; Leases.  Except as
indicated on Schedule 6.3 hereto and except for property
and assets disposed of pursuant to Section 8.5.2, the Borrower and
its Subsidiaries own all of the assets reflected in the
consolidated balance sheet of the Borrower and its
Subsidiaries as at the Balance Sheet Date or acquired since
that date (except property and assets either singly or in
the aggregate (i) the failure of which to be owned by the
Borrower or a Subsidiary would not have a Material Adverse
Effect, or (ii) sold or otherwise disposed of in the
ordinary course of business since that date), subject to no
rights of others, including any mortgages, leases,
conditional sales agreements, title retention agreements,
liens or other encumbrances except Permitted Liens.

	6.4.  Financial Statements and Projections.
<PAGE>


			      -46-


		6.4.1.  Fiscal Year.  Except as set forth in
	Schedule 6.4.1, the Borrower and each of its Domestic
	Subsidiaries has a fiscal year which is the twelve
	months beginning on the Monday nearest January 1 and
	ending on the Sunday nearest December 31 of each year.

		6.4.2.  Financial Statements.  There has been
	furnished to each of the Banks a consolidated balance
	sheet of the Borrower and its Subsidiaries as at the
	Balance Sheet Date, and a consolidated statement of
	income of the Borrower and its Subsidiaries for the
	fiscal year then ended, each certified by Ernst &
	Young LLP.  Such balance sheet and statement of income
	have been prepared in accordance with generally
	accepted accounting principles and fairly present the
	financial condition of the Borrower as at the close of
	business on the date thereof and the results of
	operations for the fiscal year then ended.  There are
	no contingent liabilities of the Borrower or any of
	its Subsidiaries as of such date involving material
	amounts, known to the officers of the Borrower, which
	were not disclosed in such balance sheet and the notes
	related thereto.


		6.4.3.  Projections.  The projections of the
	annual operating budgets of the Borrower and its
	Subsidiaries on a consolidated basis, balance sheets
	and cash flow statements for the 2000 to 2004 fiscal
	years of the Borrower, copies of which have been
	delivered to each Bank, disclose all material
	assumptions made with respect to general economic,
	financial and market conditions used in formulating
	such projections.  To the knowledge of the Borrower or
	any of its Subsidiaries, no facts exist that
	(individually or in the aggregate) would result in any
	material change in any of such projections.  The
	projections are based upon reasonable estimates and
	assumptions, have been prepared on the basis of the
	assumptions stated therein and reflect the reasonable
	estimates of the Borrower and its Subsidiaries of the
	results of operations and other information projected
	therein.


	6.5.  No Material Changes, Solvency etc.  (a) Since
the Balance Sheet Date there has occurred no materially
adverse change in the financial condition or business of
the Borrower and its Subsidiaries as shown on or reflected
in the consolidated balance sheet of the Borrower and its
Subsidiaries as at the Balance Sheet Date, or the
consolidated statement of income for the fiscal year then
ended, other than changes in the ordinary course of
business that have not had any Material Adverse Effect.
Since the Balance Sheet Date, the Borrower has not made any
Distributions other than as permitted by Section 8.4.

<PAGE>


	(b)  Except as disclosed on Schedule 6.5(b), the
Borrower and each of its Subsidiaries (both before and
after giving effect to the transactions contemplated by
this Credit Agreement and the other Loan Documents) (i) is
solvent, (ii) has assets having a fair value in excess of
its liabilities, (iii) has assets having a fair value in
excess of the amount required to pay its liabilities on
existing debts as such debts become absolute and matured,
and (iv) has, and expects to continue to have, access to
adequate capital for the conduct of its business and the
ability to pay its debts from time to time incurred in
connection therewith as such debts mature.

	6.6.  Franchises, Patents, Copyrights, etc.  Each of
the Borrower and its Subsidiaries possesses all franchises,
patents, copyrights, trademarks, trade names, licenses and
permits, and rights in respect of the foregoing, adequate
for the conduct of its business substantially as now
conducted without known conflict with any rights of others,
except where the failure to possess any of the foregoing
would not, either in any case or in the aggregate, have a
Material Adverse Effect.

	6.7.  Litigation.  Except as set forth in Schedule 6.7
hereto, there are no actions, suits, proceedings or
investigations of any kind pending or threatened against
the Borrower or any of its Subsidiaries before any court,
tribunal or administrative agency or board that, if
adversely determined, might, either in any case or in the
aggregate, have a Material Adverse Effect, or result in any
substantial liability not adequately covered by insurance,
or for which adequate reserves are not maintained on the
consolidated balance sheet of the Borrower and its
Subsidiaries, or which question the validity of this Credit
Agreement or any of the other Loan Documents, or any action
taken or to be taken pursuant hereto or thereto.

	6.8.  No Materially Adverse Contracts, etc.  Neither
the Borrower nor any of its Subsidiaries is subject to any
charter, corporate or other legal restriction, or any
judgment, decree, order, rule or regulation that has or is
expected in the future to have a Material Adverse Effect.
Neither the Borrower nor any of its Subsidiaries is a party
to any contract or agreement that has or is expected, in
the judgment of the Borrower's officers, to have a Material
Adverse Effect.

	6.9.  Compliance with Other Instruments, Laws,
etc.  Neither the Borrower nor any of its Subsidiaries is
in violation of any provision of its charter documents,
bylaws, or any agreement or instrument to which it may be
subject or by which it or any of its properties may be
bound or any decree, order, judgment, statute, license,
rule or regulation, in any of

<PAGE>
			      -48-

the foregoing cases in a manner that could result in the
imposition of substantial penalties or have a Material Adverse Effect.

	6.10.  Tax Status.  The Borrower and its Subsidiaries
(i) to their knowledge have made or filed all federal and
state income and all other tax returns, reports and
declarations required by any jurisdiction to which any of
them is subject, (ii) to their knowledge have paid all
taxes and other governmental assessments and charges shown
or determined to be due on such returns, reports and
declarations, except those being contested in good faith
and by appropriate proceedings and (iii) have set aside on
their books provisions reasonably adequate for the payment
of all taxes for periods subsequent to the periods to which
such returns, reports or declarations apply.  There are no
unpaid taxes in any material amount claimed to be overdue
by the taxing authority of any jurisdiction except for
those being contested in good faith and by appropriate
proceedings, and (except in respect of such contested
taxes) the officers of the Borrower know of no basis for
any such claim.  On the Closing Date, neither the Borrower
nor its Subsidiaries is the subject of an ongoing audit
conducted by the Internal Revenue Service or an agency
having equivalent authority in any other country, except as
otherwise set forth on Schedule 6.10.

	6.11.  No Event of Default.  No Default or Event of
Default has occurred and is continuing.

	6.12.  Holding Company and Investment Company
Acts.  Neither the Borrower nor any of its Subsidiaries is
a "holding company", or a "subsidiary company" of a
"holding company", or an affiliate" of a "holding company",
as such terms are defined in the Public Utility Holding
Company Act of 1935; nor is it an "investment company", or
an "affiliated company" or a "principal underwriter" of an
"investment company", as such terms are defined in the
Investment Company Act of 1940.

	6.13.  Absence of Financing Statements, etc.  To the
knowledge of the Borrower or any of its Subsidiaries, after
reasonable inquiry, and except with respect to the liens
set forth on Schedule 8.2 and other Permitted Liens, there
is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or
recorded with any filing records, registry or other public
office, that purports to cover, affect or give notice of
any present or possible future lien on, or security
interest in, any assets or property of the Borrower or any
of its Subsidiaries or any rights relating thereto.

<PAGE>
			    -49-


	6.14.  Certain Transactions.  Except for arm's length
transactions pursuant to which the Borrower or any of its
Subsidiaries makes payments in the ordinary course of
business upon terms no less favorable than the Borrower or
such Subsidiary could obtain from third parties, none of
the Borrower's officers, directors, or to the knowledge of
the Borrower employees of the Borrower or any of its
Subsidiaries is presently a party to any transaction with
the Borrower or any of its Subsidiaries (other than for
services as employees, officers and directors), including
any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental
of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such
employee or, to the knowledge of the Borrower, any
corporation, partnership, trust or other entity in which
any officer, director, or any such employee has a
substantial interest or is an officer, director, trustee or
partner.

	6.15.  Employee Benefit Plans.

		6.15.1.  In General.  Each Employee Benefit Plan
	and each Guaranteed Pension Plan has been maintained
	and operated in compliance in all material respects
	with the provisions of ERISA and, to the extent
	applicable, the Code, including but not limited to the
	provisions thereunder respecting prohibited
	transactions and the bonding of fiduciaries and other
	persons handling plan funds as required by Section 412 of
	ERISA, except where such noncompliance would not have
	a Material Adverse Effect.

		6.15.2.  Terminability of Welfare Plans.  No
	Employee Benefit Plan that is an employee welfare
	benefit plan within the meaning of Section 3(1) or
	Section 3(2)(B) of ERISA provides benefit coverage
	subsequent to termination of employment, except as
	set forth on Schedule 6.15 or as required by Title I,
	Part 6 of ERISA or the applicable state insurance laws.
	The Borrower may terminate each such Plan at any time (or
	at any time subsequent to the expiration of any
	applicable bargaining agreement) in the discretion of
	the Borrower without liability to any Person other
	than for claims arising prior to termination.

		6.15.3.  Guaranteed Pension Plans.  Each
	contribution required to be made to a Guaranteed
	Pension Plan, whether required to be made to avoid the
	incurrence of an accumulated funding deficiency, the
	notice or lien provisions of Section 302(f) of ERISA, or
	otherwise, has been timely made.  No waiver of an
	accumulated funding deficiency or extension of
	amortization periods has been received with respect to
	any Guaranteed Pension Plan, and neither

<PAGE>

				   -50-


	the Borrower nor any ERISA Affiliate is obligated to or
	has posted security in connection with an amendment to a
	Guaranteed Pension Plan pursuant to Section 307 of ERISA or
	Section 401(a)(29) of the Code.  No liability to the PBGC
	(other than required insurance premiums, all of which
	have been paid when due) has been incurred by the
	Borrower or any ERISA Affiliate with respect to any
	Guaranteed Pension Plan and there has not been any
	ERISA Reportable Event (other than an ERISA Reportable
	Event as to which the requirement of 30 days notice
	has been waived), or any other event or condition
	which presents a material risk of termination of any
	Guaranteed Pension Plan by the PBGC.  Based on the
	valuation of each Guaranteed Pension Plan dated as of
	January 1, 2000, and on the actuarial methods and
	assumptions employed for that valuation, as of January
	1, 2000 the benefit liabilities of each such
	Guaranteed Pension Plan within the meaning of Section 4001 of
	ERISA did not exceed the value of the assets of such
	Guaranteed Pension Plan by more than $500,000.

		6.15.4.  Multiemployer Plans.  Neither the
	Borrower nor any ERISA Affiliate has incurred any
	material liability (including secondary liability) to
	any Multiemployer Plan as a result of a complete or
	partial withdrawal from such Multiemployer Plan under
	Section 4201 of ERISA or as a result of a sale of assets
	described in Section 4204 of ERISA.  Neither the Borrower nor
	any ERISA Affiliate has been notified that any
	Multiemployer Plan is in reorganization or insolvent
	under and within the meaning of Section 4241 or Section 4245 of
	ERISA or is at risk of entering reorganization or
	becoming insolvent, or that any Multiemployer Plan
	intends to terminate or has been terminated under
	Section 4041A of ERISA.

	6.16.  Use of Proceeds.

		6.16.1.  General.  The proceeds of the Loans
	shall be used on the Closing Date to repay all
	existing Indebtedness outstanding under the Existing
	Fleet Agreement and thereafter for working capital and
	general corporate purposes.  The Borrower will obtain
	Letters of Credit solely for general corporate
	purposes.

		6.16.2.  Regulations U and X.  No portion of any
	Loan is to be used, and no portion of any Letter of
	Credit is to be obtained, for the purpose of
	purchasing or carrying any "margin security" or
	"margin stock" as such terms are used in Regulations U
	and X of the Board of Governors of the Federal Reserve
	System, 12 C.F.R. Parts 221 and 224.

<PAGE>

				   -51-


		6.16.3.  Ineligible Securities.  No portion of
	the proceeds of any Loans is to be used, and no
	portion of any Letter of Credit is to be obtained, for
	the purpose of knowingly purchasing, or providing
	credit support for the purchase of, during the
	underwriting or placement period or within 30 days
	thereafter, any Ineligible Securities underwritten or
	privately placed by a Financial Affiliate.

	6.17.  Environmental Compliance.  Except as disclosed
on Schedule 6.17:

		(a)     to the best of the knowledge of the Borrower
	or its Domestic Subsidiaries, none of the Borrower,
	its Domestic Subsidiaries or any of the Real Estate
	currently owned or leased by any one or more of them
	or in respect of which any of them is an "operator"
	within the meaning of that term as used in 42 U.S.C.
	Sections 9601 et seq. is in violation of any judgment,
	decree, order, law, license, rule or regulation
	pertaining to environmental matters, including without
	limitation, those arising under the Resource
	Conservation and Recovery Act ("RCRA"), the
	Comprehensive Environmental Response, Compensation and
	Liability Act of 1980 as amended ("CERCLA"), the
	Superfund Amendments and Reauthorization Act of 1986
	("SARA"), the Federal Clean Water Act, the Federal
	Clean Air Act, the Toxic Substances Control Act, or
	any analogous state or local statute, regulation,
	ordinance, order or decree (hereinafter "Environmental
	Laws"), which violation would have a Material Adverse
	Effect;

	(b)     neither the Borrower nor any of its Domestic
	Subsidiaries has received notice from any third party
	including, without limitation, any federal, state or
	local governmental authority, (i) that any one of them
	has been identified by the United States Environmental
	Protection Agency ("EPA") as a potentially responsible
	party under CERCLA with respect to a site listed on
	the National Priorities List, 40 C.F.R. Part 300
	Appendix B; (ii) that any hazardous waste, as defined
	by 42 U.S.C. Section 6903(5), any hazardous substances as
	defined by 42 U.S.C. Section 9601(14), any pollutant or
	contaminant as defined by 42 U.S.C. Section 9601(33) and any
	toxic substances, oil or hazardous materials or other
	chemicals or substances regulated by any Environmental
	Laws ("Hazardous Substances") which any one of them
	has generated, transported or disposed of has been
	found at any site at which a federal, state or local
	agency or other third party has conducted or has
	ordered that any Borrower or any of its Domestic
	Subsidiaries conduct a remedial investigation, removal
	or other response action pursuant to any Environmental
	Law; or (iii) that it is a named

<PAGE>

				  -52-

	party to any claim, action, cause of action, complaint,
	or legal or administrative proceeding (in each case,
	contingent or otherwise) in connection with such third
	party's incurrence of costs, expenses, losses or damages of
	any kind whatsoever caused by the release of Hazardous
	Substances; and

	(c)     to the knowledge of the Borrower or its
	Domestic Subsidiaries after reasonable inquiry, (i) no
	portion of the Real Estate currently owned or leased
	by any one or more of them or in respect of which any
	of them is an "operator" within the meaning of that
	term as used in 42 U.S.C. Sections 9601 et seq. has been used
	for the handling, processing, storage or disposal of
	Hazardous Substances except in accordance with
	applicable Environmental Laws (A) at any time since
	1995; or (B) between 1980 and 1995, other than matters
	which have been closed and could not reasonably be
	expected to be reopened and as to which the failure to
	comply with such laws would not have a Material
	Adverse Effect; or (C) prior to 1980, other than
	matters as to which the failure to comply with such
	laws would not have a Material Adverse Effect; (ii) no
	underground tank or other underground storage
	receptacle for Hazardous Substances is located on any
	portion of that Real Estate except in accordance with
	applicable Environmental Law; (iii) in the course of
	any business or operations conducted by the Borrower,
	its Domestic Subsidiaries or other operators of its
	properties, no Hazardous Substances are currently
	being generated or are currently being used on the
	Real Estate except in accordance with applicable
	Environmental Laws; (iv) there have been no releases
	(i.e. any past or present releasing, spilling,
	leaking, pumping, pouring, emitting, emptying,
	discharging, injecting, escaping, disposing or
	dumping) or threatened releases of Hazardous
	Substances on, upon, into or from the Real Estate
	currently owned or leased by any one or more of them
	or in respect of which any of them is an "operator"
	within the meaning of that term as used in 42 U.S.C.
	Sections 9601 et seq. of the Borrower or its Domestic
	Subsidiaries, which releases would have a Material
	Adverse Effect; (v) there have been no releases from
	any real property in the vicinity of any of the Real
	Estate currently owned or leased by any one or more of
	them or in respect of which any of them is an
	"operator" within the meaning of that term as used in
	42 U.S.C. Sections 9601 et seq. which, through soil or
	groundwater contamination, may have come to be located
	on that Real Estate, and which would have a Material
	Adverse Effect; and (vi) any Hazardous Substances that
	have been generated on any of the Real Estate
	currently owned or leased by any one or more of them
	or in respect of which any of them is an "operator"
	within the
<PAGE>

			       -53-

	meaning of that term as used in 42 U.S.C.
	Sections 9601 et seq. have been transported offsite by
	carriers having an identification number issued by the
	EPA, treated or disposed of by treatment or disposal
	facilities maintaining valid permits as required under
	applicable Environmental Laws at the time of such
	transportation, treatment or disposal.

	6.18.  Subsidiaries, etc.  The only Subsidiaries of
the Borrower are set forth on Schedule 6.18 hereto.  Except
as set forth on Schedule 6.18 hereto or as permitted by
Section 8.3, neither the Borrower nor any Subsidiary of the
Borrower has an interest in any Joint Venture or is engaged
in any partnership with any other Person.

	6.19.  Disclosure.  None of this Credit Agreement or
any of the other Loan Documents contains any untrue
statement of a material fact or omits to state a material
fact (known to the Borrower or any of its Subsidiaries in
the case of any document or information not furnished by it
or any of its Subsidiaries) necessary in order to make the
statements herein or therein not misleading.  There is no
fact known to the Borrower or any of its Subsidiaries which
has a Material Adverse Effect, or which is reasonably
likely in the future to have a Material Adverse Effect,
exclusive of effects resulting from changes in general
economic conditions, legal standards or regulatory
conditions.

		7.  AFFIRMATIVE COVENANTS OF THE BORROWER.

	The Borrower covenants and agrees that, so long as any
Loan, Unpaid Reimbursement Obligation, Letter of Credit or
Note is outstanding or any Bank has any obligation to make
any Loans or the Agent has any obligation to issue, extend
or renew any Letters of Credit:

	7.1.  Punctual Payment.  The Borrower will duly and
punctually pay or cause to be paid the principal and
interest on the Loans, all Reimbursement Obligations, the
Letter of Credit Fees, the commitment fees, the Agent's fee
and all other amounts provided for in this Credit Agreement
and the other Loan Documents to which the Borrower or any
of its Subsidiaries is a party, all in accordance with the
terms of this Credit Agreement and such other Loan
Documents.

	7.2.  Maintenance of Office.  The Borrower will
maintain its chief executive office in Rogers, Connecticut,
or at such other place in the United States of America as
the Borrower shall designate upon written notice to the
Agent, where notices, presentations and demands to or upon
the Borrower in respect of the Loan Documents to which the
Borrower is a party may be given or made.

<PAGE>


			   -53-


	7.3.  Records and Accounts.  The Borrower will (i)
keep, and cause each of its Subsidiaries to keep, true and
accurate records and books of account in which full, true
and correct entries will be made in accordance with
generally accepted accounting principles, (ii) maintain
adequate accounts and reserves for all taxes (including
income taxes), depreciation, depletion, obsolescence and
amortization of its properties and the properties of its
Subsidiaries, contingencies, and other reserves, and (iii)
at all times engage Ernst & Young LLP or other independent
certified public accountants satisfactory to the Agent as
the independent certified public accountants of the
Borrower and its Subsidiaries (on a consolidated basis) and
will not permit more than thirty (30) days to elapse
between the cessation of such firm's (or any successor
firm's) engagement as the independent certified public
accountants of the Borrower and its Subsidiaries and the
appointment in such capacity of a successor firm as shall
be satisfactory to the Agent.

	7.4.  Financial Statements, Certificates and
Information.  The Borrower will deliver to each of the
Banks:

		(a)     as soon as practicable, but in any event not
	later than ninety (90) days after the end of each
	fiscal year of the Borrower, the consolidated balance
	sheet of the Borrower and its Subsidiaries, as at the
	end of such year, and the related consolidated
	statement of income and consolidated statement of cash
	flow for such year, each setting forth in comparative
	form the figures for the previous fiscal year and all
	such consolidated statements to be in reasonable
	detail, prepared in accordance with generally accepted
	accounting principles, and certified without
	qualification (other than a qualification regarding
	changes in generally accepted accounting principles)
	by Ernst & Young LLP or by other independent certified
	public accountants satisfactory to the Agent, together
	with a written statement from such accountants to the
	effect that they have examined the relevant sections
	of this Credit Agreement, and that, in making the
	examination necessary to said certification, they have
	obtained no knowledge of any Default or Event of
	Default under Sections 8 or 9 of this Credit Agreement, or,
	if such accountants shall have obtained knowledge of
	any then existing Default or Event of Default under
	any of such sections they shall disclose in such
	statement any such Default or Event of Default;
	provided that such accountants shall not be liable to
	the Banks for failure to obtain knowledge of any
	Default or Event of Default;

		(b)     as soon as practicable, but in any event not
	later than forty-seven (47) days after the end of each
	of the fiscal quarters of
<PAGE>
				  -55-


	the Borrower, copies of the unaudited consolidated balance
	sheet of the Borrower and its Subsidiaries as at the end of
	such quarter, and the related consolidated statement of income
	and consolidated statement of cash flow for such fiscal
	quarter and for the portion of the Borrower's fiscal
	year then elapsed, each setting forth in comparative
	form the figures for the comparable periods in the
	previous fiscal year (where applicable), all such
	consolidated statements to be in reasonable detail and
	prepared in accordance with generally accepted
	accounting principles, together with a certification
	by a principal financial or accounting officer of the
	Borrower that the information contained in such
	financial statements fairly presents the financial
	position of the Borrower and its Subsidiaries on the
	date thereof (subject to year-end adjustments);

		(c)     simultaneously with the delivery of the
	financial statements referred to in subsections (a)
	and (b) above, a statement certified by a principal
	financial or accounting officer of the Borrower in
	substantially the form of Exhibit C hereto setting
	forth in reasonable detail computations evidencing
	compliance with the covenants contained in Section 9 and (if
	applicable) reconciliations to reflect changes in
	generally accepted accounting principles since the
	Balance Sheet Date;

		(d)     contemporaneously with the filing or mailing
	thereof, copies of all material of a financial nature
	filed with the Securities and Exchange Commission or
	sent to the stockholders of the Borrower;

		(e)     not later than May 1 of each year, (i) a
	budget for the fiscal year of the Borrower and (ii)
	projections of the Borrower and its Subsidiaries
	updating those projections delivered to the Banks and
	referred to in Section 6.4.3 or, if applicable, updating any
	later such projections delivered pursuant to this
	Section 7.4(e); and

		(f)     from time to time such other financial data
	and information (including an annual accountants'
	management letter) as the Agent or any Bank may
	reasonably request.

	7.5.  Notices.

		7.5.1.  Defaults.  The Borrower will promptly
	notify the Agent and each of the Banks in writing of
	the occurrence of any Default or Event of Default.
<PAGE>
			      -56-


		7.5.2.  Environmental Events.  The Borrower will
	promptly give notice to the Agent and each of the
	Banks (i) of any violation of any Environmental Law
	that the Borrower or any of its Domestic Subsidiaries
	reports in writing to any federal, state or local
	environmental agency and may reasonably be expected to
	have a Material Adverse Effect, and (ii) any written
	notice from any federal, state or local environmental
	agency or board of potential environmental liability
	that may reasonably be expected to have a Material
	Adverse Effect.

		7.5.3.  Notice of Litigation and Judgments.  The
	Borrower will, and will cause each of its Subsidiaries
	to, give notice to the Agent and each of the Banks in
	writing within fifteen (15) days of becoming aware of
	any litigation or proceedings threatened in writing or
	any pending litigation and proceedings affecting the
	Borrower or any of its Subsidiaries or to which the
	Borrower or any of its Subsidiaries is or becomes a
	party involving an uninsured claim against the
	Borrower or any of its Subsidiaries that could
	reasonably be expected to have a Material Adverse
	Effect, and stating the nature and status of such
	litigation or proceedings.  The Borrower will, and
	will cause each of its Subsidiaries to, give notice to
	the Agent and each of the Banks, in writing, in form
	and detail satisfactory to the Agent, within ten (10)
	days of any judgment not covered by insurance, final
	or otherwise, against the Borrower or any of its
	Subsidiaries in an amount in excess of $5,000,000.

		7.5.4.  Notice of Underfunding.  The Borrower
	will promptly notify the Agent if at any time, based
	on the latest valuation of each Guaranteed Pension
	Plan, and on the actuarial methods and assumptions
	employed for that valuation, the benefit liabilities
	of each such Guaranteed Pension Plan within the
	meaning of Section 4001 of ERISA exceed the value of the
	assets of such Guaranteed Pension Plan.

	7.6.  Corporate Existence; Maintenance of
Properties.  The Borrower will do or cause to be done all
things necessary to preserve and keep in full force and
effect its corporate existence, rights and franchises and
those of its Subsidiaries and will not, and will not cause
or permit any of its Subsidiaries to, convert to a limited
liability company.  It (i) will cause all of its properties
and those of its Subsidiaries used or useful in the conduct
of its business or the business of its Subsidiaries to be
maintained and kept in good condition, repair and working
order, (ii) will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements
thereof, all as in the judgment of the

<PAGE>

			      -57-


Borrower may be necessary so that the business carried on
in connection therewith may be properly and advantageously
conducted at all times, and (iii) will, and will cause each
of its Subsidiaries to, continue to engage primarily in the
businesses now conducted by them and in related businesses;
provided that nothing in this Section 7.6 shall prevent the
Borrower from discontinuing the operation and maintenance
of any of its properties or any of those of its
Subsidiaries if such discontinuance is, in the judgment of
the Borrower, desirable in the conduct of its or their
business and would not have a Material Adverse Effect.

	7.7.  Insurance.  The Borrower will, and will cause
each of its Subsidiaries to, maintain with financially
sound and reputable insurers insurance with respect to its
properties and business against such casualties and
contingencies as shall be in accordance with the general
practices of businesses engaged in similar activities in
similar geographic areas and in amounts, containing such
terms, in such forms and for such periods as may be
reasonable and prudent.

	7.8.  Taxes.  The Borrower will, and will cause each
of its Subsidiaries to, duly pay and discharge, or cause to
be paid and discharged, before the same shall become
overdue, all taxes, assessments and other governmental
charges imposed upon it and its real properties, sales and
activities, or any part thereof, or upon the income or
profits therefrom, as well as all claims for labor,
materials, or supplies that if unpaid might by law become a
lien or charge upon any of its property, other than amounts
not to exceed $5,000.00 where the failure to make such
payment would not constitute a Material Adverse Effect;
provided that any such tax, assessment, charge, levy or
claim need not be paid if the validity or amount thereof
shall currently be contested in good faith by appropriate
proceedings and if the Borrower or such Subsidiary shall
have set aside on its books adequate reserves with respect
thereto; and provided further that the Borrower and each
Subsidiary of the Borrower will pay all such taxes,
assessments, charges, levies or claims forthwith upon the
commencement of proceedings to foreclose any lien that may
have attached as security therefor.

	7.9.  Inspection of Properties and Books, etc.

		7.9.1.  General.  The Borrower shall permit the
	Banks, through the Agent or any of the Banks' other
	designated representatives, to visit and inspect any
	of the properties of the Borrower or any of its
	Subsidiaries, to examine the books of account of the
	Borrower and its Subsidiaries (and to make copies
	thereof and extracts therefrom), and to discuss the
	affairs, finances and accounts of the Borrower and its
	Subsidiaries

<PAGE>

			       -58-


	with, and to be advised as to the same by, its and their
	officers, all at such reasonable times and intervals as
	the Agent or any Bank may reasonably request.

		7.9.2.  Communications with Accountants.  The
	Borrower authorizes the Agent and, if accompanied by
	the Agent, the Banks to communicate directly with the
	Borrower's independent certified public accountants
	and authorizes such accountants to disclose to the
	Agent and the Banks any and all financial statements
	and other supporting financial documents and schedules
	including copies of any management letter with respect
	to the business, financial condition and other affairs
	of the Borrower or any of its Subsidiaries.  At the
	request of the Agent, the Borrower shall deliver a
	letter addressed to such accountants instructing them
	to comply with the provisions of this Section 7.9.2.

	7.10.  Compliance with Laws, Contracts, Licenses, and
Permits.  The Borrower will, and will cause each of its
Subsidiaries to, comply in all material respects with (i)
the applicable laws and regulations wherever its business
is conducted, (ii) the provisions of its charter documents
and by-laws, (iii) all agreements and instruments by which
it or any of its properties may be bound and (iv) all
applicable decrees, orders, and judgments.  If any
authorization, consent, approval, permit or license from
any officer, agency or instrumentality of any government
shall become necessary or required in order that the
Borrower or any of its Subsidiaries may fulfill any of its
obligations hereunder or any of the other Loan Documents to
which the Borrower or such Subsidiary is a party, the
Borrower will, or (as the case may be) will cause such
Subsidiary to, immediately take or cause to be taken all
reasonable steps within the power of the Borrower or such
Subsidiary to obtain such authorization, consent, approval,
permit or license and furnish the Agent and the Banks with
evidence thereof.

	7.11.  Compliance with Environmental Laws.  The
Borrower will, and will cause each of its Domestic
Subsidiaries to, comply with all applicable Environmental
Laws and the terms of any permits, licenses or approvals
required for the operation of the Borrower's or any
Domestic Subsidiaries' businesses or Real Estate currently
owned, leased or "operated" within the meaning of 42 U.S.C.
Sections 9601 et seq. by any one or more of them, other than where
such failure to comply could not result in a fine,
judgment, penalty or other levy in excess of $10,000.00 and
could not result in an order of any court or administrative
or regulatory agency enjoining or otherwise preventing the
use of any material part of the Borrower's or any Domestic
Subsidiary's business.

<PAGE>

			    -59-



	7.12.  Employee Benefit Plans.  The Borrower will (i)
promptly upon request of the Agent, furnish to the Agent a
copy of the most recent actuarial statement required to be
submitted under Section 103(d) of ERISA and Annual Report, Form
5500, with all required attachments, in respect of each
Guaranteed Pension Plan and (ii) promptly upon receipt or
dispatch, furnish to the Agent any notice, report or demand
sent or received in respect of a Guaranteed Pension Plan
under Sections 302, 4041, 4042, 4043, 4063, 4065, 4066 and 4068 of
ERISA, or in respect of a Multiemployer Plan, under
Sections 4041A, 4202, 4219, 4242, or 4245 of ERISA.

	7.13.  Use of Proceeds.  The Borrower will use the
proceeds of the Loans and will obtain Letters of Credit
solely for the purposes described in Section 6.16.1.

	7.14.  Additional Subsidiaries.  If, after the Closing
Date, the Borrower or any of its Subsidiaries creates or
acquires, either directly or indirectly, any Subsidiary, or
acquires an interest in any Joint Venture, it will
immediately notify the Agent and the Banks of such creation
or acquisition, as the case may be, and provide the Agent
and the Banks with an updated Schedule 6.18 hereof.  The
Borrower will cause each Domestic Subsidiary (other than
World Properties) created, acquired or existing on or after
the Closing Date to become a Guarantor within thirty (30)
days of such Domestic Subsidiary having been created,
acquired or existing, and shall cause such Subsidiary to
execute and deliver to the Agent for the benefit of the
Agent and the Banks a Guaranty, together with a legal
opinion in form and substance reasonably satisfactory to
the Agent to be delivered to the Agent and the Banks
opining as to the authorization, validity and
enforceability of such Guaranty.

	7.15.  Further Assurances.  The Borrower will, and
will cause each of its Subsidiaries to, cooperate with the
Banks and the Agent and execute such further instruments
and documents as the Banks or the Agent shall reasonably
request to carry out to their satisfaction the transactions
contemplated by this Credit Agreement and the other Loan
Documents.

		8.  CERTAIN NEGATIVE COVENANTS OF THE BORROWER.

	The Borrower covenants and agrees that, so long as any
Loan, Unpaid Reimbursement Obligation, Letter of Credit or
Note is outstanding or any Bank has any obligation to make
any Loans or the Agent has any obligations to issue, extend
or renew any Letters of Credit:

	8.1.  Restrictions on Indebtedness.  The Borrower will
not, and will not permit any of its Subsidiaries to,
create, incur, assume,

<PAGE>
			       -60-

guarantee or be or remain liable, contingently or otherwise,
with respect to any Indebtedness other than the following (each
of which categories shall be interpreted as being separately
permitted, notwithstanding any overlap among such categories):

		(a)     Indebtedness to the Banks and the Agent
	arising under any of the Loan Documents;

		(b)     endorsements for collection, deposit or
	negotiation and warranties of products or services, in
	each case incurred in the ordinary course of business;

		(c)     Indebtedness (i) incurred in connection with
	the secured financing of any real or personal property
	by the Borrower or any of its Domestic Subsidiaries,
	(ii) under any Synthetic Lease or (iii) under any
	Capitalized Lease, provided that the aggregate
	principal amount of such Indebtedness (including under
	any such Synthetic Lease or Capitalized Lease) of the
	Borrower and its Domestic Subsidiaries shall not
	exceed the aggregate amount of $5,000,000 at any one
	time;

		(d)     Indebtedness of the Borrower and its
	Domestic Subsidiaries existing on the date hereof and
	listed and described on Schedule 8.1(d) hereto;

		(e)     Indebtedness of the Borrower's Foreign
	Subsidiaries existing on the date hereof and listed
	and described on Schedule 8.1(e) hereto;

		(f)     Indebtedness (i) of a Subsidiary of the
	Borrower to the Borrower or to another Subsidiary of
	the Borrower, (ii) of the Borrower to any Guarantor,
	or (iii) of the Borrower to World Properties in an
	aggregate principal amount not to exceed $30,000,000;
	provided that in each of cases (ii) and (iii) above,
	such Indebtedness shall be subordinated to the
	Obligations on terms and conditions satisfactory to
	the Agent and the Banks;

		(g)     Indebtedness in respect of borrowings
	against the cash value of life insurance policies
	owned by the Borrower or any of its Subsidiaries in an
	aggregate principal amount not to exceed $6,000,000;

		(h)     Indebtedness of Foreign Subsidiaries (other
	than as permitted by Section 8.1(f)) which, when aggregated
	with amounts outstanding under Section 8.1(e), shall not
	exceed fifty percent (50%) of Consolidated Foreign
	Tangible Assets at any time;

<PAGE>

			      -61-


		(i)     Indebtedness (in addition to and other than
	Indebtedness otherwise permitted and classified as
	Investments pursuant to paragraphs (g) and (h) of
	Section 8.3 hereof) in respect of guaranties by the
	Borrower or any of its Domestic Subsidiaries of
	Indebtedness of Foreign Subsidiaries or Joint Ventures
	("Guarantied JV/Foreign Indebtedness"); provided that
	the aggregate principal amount of all Guarantied
	JV/Foreign Indebtedness shall not exceed $5,000,000 at
	any time outstanding;

		(j)     Indebtedness in respect of Derivative
	Contracts entered into solely for hedging (and not
	speculative) purposes in the ordinary course of the
	Borrower's (or the applicable Subsidiary's) business;
	and

		(k)     unsecured Indebtedness of the Borrower and
	its Domestic Subsidiaries other than as permitted by
	clauses (a) through (j) above; provided that the
	aggregate principal amount of all such Indebtedness
	shall not exceed $5,000,000 at any time outstanding.

       8.2.  Restrictions on Liens.  The Borrower will not,
and will not permit any of its Subsidiaries to, (i) create
or incur or suffer to be created or incurred or to exist
any lien, encumbrance, mortgage, pledge, charge,
restriction or other security interest of any kind upon any
of its property or assets of any character whether now
owned or hereafter acquired, or upon the income or profits
therefrom; (ii) transfer any of such property or assets or
the income or profits therefrom for the purpose of
subjecting the same to the payment of Indebtedness or
performance of any other obligation in priority to payment
of its general creditors; (iii) acquire, or agree or have
an option to acquire, any property or assets upon
conditional sale or other title retention or purchase money
security agreement, device or arrangement; (iv) suffer to
exist for a period of more than thirty (30) days after the
same shall have been incurred any Indebtedness or claim or
demand against it that if unpaid might by law or upon
bankruptcy or insolvency, or otherwise, be given any
priority whatsoever over its general creditors; or (v)
sell, assign, pledge or otherwise transfer any
"receivables" as defined in clause (vii) of the definition
of the term "Indebtedness," with or without recourse; or
(vi) enter into or permit to exist any arrangement or
agreement, enforceable under applicable law, which directly
or indirectly prohibits the Borrower or any of its
Subsidiaries from creating or incurring any lien,
encumbrance, mortgage, pledge, charge, restriction or other
security interest other than in favor of the Agent for the
benefit of the Banks and the Agent under the Loan Documents
and other than customary anti-assignment provisions in
leases and licensing agreements entered into by

<PAGE>



			       -62-


the Borrower or such Subsidiary in the ordinary course of its
business, provided that the Borrower or any of its
Subsidiaries may create or incur or suffer to be created or
incurred or to exist the following (each of which
categories shall be interpreted as being separately
permitted, notwithstanding any overlap among such
categories):

		(a)     liens in favor of the Borrower on all or
	part of the assets of Subsidiaries of the Borrower
	securing Indebtedness owing by Subsidiaries of the
	Borrower to the Borrower;

		(b)     liens to secure taxes, assessments and other
	government charges in respect of obligations not
	overdue or liens on properties to secure claims for
	labor, material or supplies in respect of obligations
	not overdue;

		(c)     deposits or pledges made in connection with,
	or to secure payment of, workmen's compensation,
	unemployment insurance, old age pensions or other
	social security obligations;

		(d)     liens on properties in respect of judgments
	or awards that have been in force for less than the
	applicable period for taking an appeal so long as
	execution is not levied thereunder or in respect of
	which the Borrower or such Subsidiary shall at the
	time in good faith be prosecuting an appeal or
	proceedings for review and in respect of which a stay
	of execution shall have been obtained pending such
	appeal or review;

		(e)     liens of carriers, warehousemen, mechanics
	and materialmen, and other like liens on properties,
	in existence less than 120 days from the date of
	creation thereof in respect of obligations not
	overdue;

		(f)     encumbrances on real property owned by the
	Borrower or a Subsidiary consisting of easements,
	rights of way, zoning restrictions, restrictions on
	the use of real property and defects and
	irregularities in the title thereto, which defects and
	irregularities do not individually or in the aggregate
	have a Material Adverse Effect; and landlord's or
	lessor's liens under leases to which the Borrower or a
	Subsidiary of the Borrower is a party;

		(g)     liens existing on the date hereof and listed
	on Schedule 8.2 hereto;

		(h)     purchase money security interests in, title
	retention agreements in, conditional sales agreements
	for, purchase money mortgages on or other single asset
	liens on real or personal

<PAGE>

				-63-


	property securing Indebtedness of the type and amount
	permitted by Section 8.1(c), which security interests,
	mortgages or liens cover only the applicable real or
	personal property and do not extend to any other assets
	or properties of the Borrower or its Subsidiaries;

		(i)     liens or security interests arising pursuant
	to or in connection with the Economic Development and
	Manufacturing Assistance Act of 1990 (the "Act") set
	forth in Sections 32-220 to 32-234 of Chapter 5881 of
	Title 32 of the General Statutes of Connecticut
	Revision of 1958, Revised to 1996 as the same may be
	amended from time to time (the "Connecticut Statutes")
	and as set forth in Connecticut tax code (the
	"Connecticut Tax Code") Section 12-81(70) and (72) of
	Chapter 201 of Title 12 of the Connecticut Statues
	(the lien described in this clause (i) shall be
	limited to transactions in which tax credits or
	exemptions are granted to purchasers under the Act and
	the Connecticut Tax Code arising from the purchase of
	specific machinery and equipment);

		(j)     liens or security interests in, or pledges
	or assignments of, life insurance policies owned by
	the Borrower or any of its Subsidiaries securing
	borrowings against the cash value of said policies
	provided that the Indebtedness in respect of such
	borrowings is permitted by Section 8.1(g);

		(k)     liens on the assets and properties of
	Foreign Subsidiaries securing Indebtedness of such
	Foreign Subsidiaries permitted by Section 8.1(h); and

		(l)     unrecorded minor liens, leases or
	encumbrances on the Real Estate or other assets of the
	Borrower and its Subsidiaries which do not interfere
	materially with the use of the property or assets
	affected in the ordinary course of such Person's
	business and do not secure Indebtedness for borrowed
	money.

	8.3.  Restrictions on Investments.  The Borrower will
not, and will not permit any of its Subsidiaries to, make
or permit to exist or to remain outstanding any Investment
except Investments in the following (each of which
categories shall be interpreted as being separately
permitted, notwithstanding any overlap among such
categories):

		(a)     marketable direct or guaranteed obligations
	of the United States of America or any state or city
	therein, in each case that mature within two (2) years
	from the date of purchase by the Borrower; provided
	that such obligations of any such state or city shall
	have a long-term credit rating of not less than "A" by
	Moody's Investors Service, Inc. and Standard & Poors
	Ratings Services;

<PAGE>

			       -64-


		(b)     demand deposits, certificates of deposit,
	bankers acceptances and time deposits of United States
	banks (including any offshore branches thereof) having
	total assets in excess of $1,000,000,000;

		(c)     securities commonly known as "commercial
	paper" issued by a corporation organized and existing
	under the laws of the United States of America or any
	state thereof that at the time of purchase have been
	rated and the ratings for which are not less than
	"P 1" if rated by Moody's Investors Service, Inc., or
	not less than "A 1" if rated by Standard & Poor's
	Ratings Services;

		(d)     (i) Repurchase agreements secured by any one
	or more of the securities and other Investments
	permitted by (a), (b) or (c) above, or (ii) mutual or
	other investment funds that invest primarily in any
	one or more of the securities and other Investments
	permitted by (a), (b) or (c) above;

		(e)     Investments existing on the date hereof
	(including existing Investments in the Foreign
	Subsidiaries and Joint Ventures) and listed on
	Schedule 8.3 hereto;

		(f)     Investments with respect to Indebtedness
	permitted by Section 8.1(f);

		(g)     (i) Investments by the Guarantors consisting
	of the Guaranty, (ii) Investments by any Subsidiary in
	the Borrower, (iii) Investments by the Borrower in any
	Guarantor, (iv) Investments in World Properties not to
	exceed $750,000 at any time outstanding, and (v)
	Investments made after the Closing Date in the Foreign
	Subsidiaries not to exceed $15,000,000 at any time
	outstanding;

		(h)     Investments made after the Closing Date in
	Joint Ventures in an aggregate amount not to exceed
	$30,000,000 at any time outstanding;

		(i)     Investments in respect of Guarantied
	JV/Foreign Indebtedness permitted by Section 8.1(i);

		(j)     Investments in respect of guaranties by the
	Borrower or any of its Domestic Subsidiaries of
	contractual obligations (not constituting
	Indebtedness) of Foreign Subsidiaries or Joint
	Ventures requiring payments in any fiscal year in
	excess of $500,000 ("Material JV/Foreign Contracts");
	provided that the aggregate amount of required
	payments under all such guarantied
<PAGE>

			       -65-

	Material JV/Foreign Contracts shall not exceed
	$5,000,000 in any fiscal year of the Borrower;

		(k)     Investments consisting of promissory notes
	received as proceeds of asset dispositions permitted
	by Section 8.5.2;

		(l)     Investments consisting of loans and advances
	to employees or former employees for moving,
	entertainment, travel and other similar expenses in
	the ordinary course of business not to exceed
	$1,500,000 in the aggregate at any time outstanding;

		(m)     Investments in respect of mergers,
	consolidations and acquisitions permitted by Section 8.5.1;
	and

		(n)     Investments other than as permitted by
	clauses (a) through (m) above; provided that the
	aggregate amount of all such Investments shall not
	exceed $750,000 at any time outstanding.

	For the avoidance of doubt, the foregoing restrictions
shall not apply to investments made by any Guaranteed
Pension Plan or Multiemployer Plan or so-called "Rabbi
Trust" established for the benefit of directors or
executives of the Borrower (or former executives or
directors).

	8.4.  Distributions.  The Borrower will not make any
Distributions unless no Default or Event of Default shall
have occurred and be continuing or shall arise from such
Distribution.

	8.5.  Merger, Consolidation and Disposition of Assets.

		8.5.1.  Mergers and Acquisitions.  The Borrower
	will not, and will not permit any of its Subsidiaries
	to, become a party to any merger or consolidation, or
	agree to or effect any asset acquisition or stock
	acquisition (other than the acquisition of assets in
	the ordinary course of business consistent with past
	practices) except:

		(i)     the merger or consolidation of one or more
			of the Subsidiaries of the Borrower with and
			into the Borrower,

		(ii)    the merger or consolidation of two or more
			Subsidiaries of the Borrower or

		(iii)   mergers or consolidations with or stock
			or asset acquisitions of entities or
			businesses that are in the

<PAGE>

				     -66-


			same or a related line of business as the
			Borrower or any of its Subsidiaries and which
			have been approved by the board of directors
			or equivalent governing body of the entity or
			business to be acquired; provided that (x)
			in the case of mergers or consolidations the
			Borrower or a Subsidiary is the survivor
			thereof, (y) no Default or Event of Default
			shall have occurred and be continuing both
			immediately before and immediately after
			giving effect to such transaction, and (z)
			if the aggregate consideration for such
			stock or asset acquisition is $25,000,000 or
			more, prior to consummating such acquisition
			the Borrower (A) shall have delivered to the
			Banks projections, prepared based on
			assumptions and otherwise in a manner
			reasonably satisfactory to the Majority
			Banks, of the balance sheets, statements of
			income and cash flows of the Borrower and
			its Subsidiaries for the forthcoming period
			of four fiscal quarters after giving effect
			to such acquisition, and (B) based on the
			projections referred to in clause (A) above,
			shall have demonstrated to the reasonable
			satisfaction of the Majority Banks that (x)
			both immediately before and immediately
			after giving effect to such acquisition it
			is and will be in compliance with the
			financial covenants set forth in Section 9 on a Pro
			Forma Basis and (y) the Borrower can
			reasonably be expected to remain in
			compliance with the financial covenants set
			forth in Section 9 for such forthcoming period of
			four fiscal quarters.

		8.5.2.  Disposition of Assets.  The Borrower will
	not, and will not permit any of its Subsidiaries to,
	become a party to or agree to or effect any sale or
	other disposition of assets, except the following
	(each of which categories shall be interpreted as
	being separately permitted, notwithstanding any
	overlap among such categories):

			(a)     the Borrower and its Subsidiaries may
		sell inventory, license intellectual property and
		dispose of obsolete assets, in each case in the
		ordinary course of business consistent with past
		practices;

			(b)     the Borrower and its Subsidiaries may
		transfer intellectual property to World
		Properties consistent with past practices;

<PAGE>


				 -67-

			(c)     any Guarantor may sell or otherwise
		dispose of all or any part of its assets to the
		Borrower or another Guarantor;

			(d)     the Borrower may sell or otherwise
		dispose of any assets to a Guarantor;

			(e)     any Foreign Subsidiary may sell or
		otherwise dispose of all or any part of its
		assets to the Borrower, any Guarantor or any
		other Foreign Subsidiary;

			(f)     the Borrower or any Subsidiary may sell
		or otherwise dispose of all or any part of its
		stock or its assets to any other Person; provided
		that the aggregate value on the books of the
		Borrower and its Subsidiaries of the assets so
		sold or otherwise disposed of (including any
		dispositions of the assets or stock of World
		Properties pursuant to Section 8.11) shall not exceed
		(i) ten percent (10%) of Consolidated Tangible
		Assets in any fiscal year of the Borrower, as
		determined on the last day of the previous fiscal
		year, and (ii) twenty-five percent (25%) of
		Consolidated Tangible Assets in the aggregate
		during the term of this Credit Agreement, as
		determined on December 31, 2000 (it being
		understood that prior to December 31, 2000 the
		Borrower shall be required to comply only with
		the requirements of subclause (i) of this proviso
		with respect to such dispositions); and

			(g)     the Borrower may transfer assets
		consisting of cash or cash equivalents or stock
		of the Borrower into a so-called "Rabbi Trust"
		for the benefit of certain executives or
		directors of the Borrower (or former executives
		or directors); provided that the amount of cash
		or cash equivalents so transferred shall not
		exceed, in the aggregate, the sum of (i)
		$7,000,000 plus (ii) $2,000,000 for each fiscal
		year of the Borrower ending after the Closing
		Date, and not exceeding a maximum amount of
		$17,000,000 during the term of this Agreement.

	8.6.  Sale and Leaseback.  The Borrower will not, and
will not permit any of its Subsidiaries to, enter into any
arrangement, directly or indirectly, whereby the Borrower
or any Subsidiary of the Borrower shall sell or transfer
any property owned by it in order then or thereafter to
lease such property or lease other property that the
Borrower or any Subsidiary of the Borrower intends to use
for substantially the same purpose as the property being
sold or transferred (each, a

<PAGE>

				-68-


"Sale/Leaseback Arrangement"); provided that so long as in each
case the Indebtedness incurred thereunder is permitted by Section
8.1(c), the Borrower and its Subsidiaries may (a) enter into Sale
/Leaseback Arrangements the aggregate consideration for which does
not exceed $5,000,000 during the term of this Credit Agreement,
and (b) enter into Sale/Leaseback Arrangements with respect
to newly-acquired property purchased no more than sixty
(60) days prior to the effective date of such
Sale/Leaseback Arrangement.

       8.7.  Employee Benefit Plans.  Neither the Borrower
nor any ERISA Affiliate will:

		(a)     engage in any "prohibited transaction"
	within the meaning of Section 406 of ERISA or Sections 4975 of the
	Code which could result in a material liability for
	the Borrower or any of its Subsidiaries; or

		(b)     permit any Guaranteed Pension Plan to incur
	an "accumulated funding deficiency", as such term is
	defined in Section 302 of ERISA, for a period of thirty (30)
	days or more, whether or not such deficiency is or may
	be waived; or

		(c)     fail to contribute to any Guaranteed Pension
	Plan to an extent which, or terminate any Guaranteed
	Pension Plan in a manner which, could result in the
	imposition of a lien or encumbrance on the assets of
	the Borrower or any of its Subsidiaries pursuant to
	Section 302(f) or Section 4068 of ERISA; or

		(d)     amend any Guaranteed Pension Plan in
	circumstances requiring the posting of security
	pursuant to Section 307 of ERISA or Section 401(a)(29)
	of the Code; or

		(e)     terminate any Guaranteed Pension Plan at any
	time that the benefit liabilities (with the meaning of
	Section 4001 of ERISA) of such Guaranteed Pension Plan exceed
	the value of the assets of such Plan.

	8.8.  Business Activities.  The Borrower will not, and
will not permit any of its Subsidiaries to, engage directly
or indirectly (whether through Subsidiaries or otherwise)
in any type of business other than the businesses conducted
by them on the Closing Date and in related businesses.

	8.9.  Fiscal Year.  The Borrower will not, and will
not permit any of it Subsidiaries to, change the date of
the end of its fiscal year from that set forth in Section 6.4.1,
unless any such change (i) will have no Material Adverse
Effect and (ii) does not prevent the Borrower and its
Subsidiaries

<PAGE>

				 -69-

from calculating and does not limit the ability of the Agent and
the Banks from readily determining compliance with the provisions
of this Agreement, including without limitation the financial
covenants set forth in Section 9.

	8.10.  Transactions with Affiliates.  The Borrower
will not, and will not permit any of its Subsidiaries to,
engage in any transaction with any Affiliate (other than
for services as employees, officers and directors),
including any contract, agreement or other arrangement
providing for the furnishing of services to or by,
providing for rental of real or personal property to or
from, or otherwise requiring payments to or from any such
Affiliate or, to the knowledge of the Borrower, any
corporation, partnership, trust or other entity in which
any such Affiliate has a substantial interest or is an
officer, director, trustee or partner, on terms more
favorable to such Person than would have been obtainable on
an arm's-length basis in the ordinary course of business;
provided that the provisions of this Section 8.10 shall not apply
to transactions of the of the Borrower or any Subsidiary
with Rogers Inoac, Durel Corporation, Polyimide Laminate
Systems LLC, Rogers Chang Chun Technology Co., Ltd. and any
other Joint Ventures in which the Borrower has an interest.

	8.11.  Activities of World Properties.  The Borrower
will not permit World Properties to (a) own or otherwise
hold any assets other than patents, trademarks, copyrights
and related rights (the "Intellectual Property"), or notes
and interest receivable, cash and short term investments
received in connection with Intellectual Property licensed
or transferred by World Properties, or (b) engage directly
or indirectly (whether through Subsidiaries or otherwise)
in any type of business other than the ownership,
licensing, protecting, defending and managing of the
Intellectual Property.  The Borrower will not permit World
Properties to transfer (including pursuant to long-term
licenses) the Intellectual Property or its other assets in
any way economically or legally equivalent to a sale,
except that World Properties may transfer assets in such
manner in an amount not to exceed (i) ten percent (10%) of
the book value of its total assets in any fiscal year, as
determined on the last day of the previous fiscal year, and
(ii) twenty-five percent (25%) of the book value of its
total assets in the aggregate during the term of this
Credit Agreement, as determined on December 31, 2000.  The
Borrower will not sell or otherwise transfer the stock of
World Properties to anyone other than a wholly-owned
Subsidiary, nor will it permit World Properties to incur
any Indebtedness or to create or incur or suffer to be
created or incurred or to exist any lien, encumbrance,
mortgage, pledge, charge, restriction or other security
interest of any kind upon any of its property or assets,
whether now owned or hereafter acquired, or upon the income
or profits therefrom.

<PAGE>

			  -70-

	8.12. Modification of Charter Documents.  Neither the
Borrower nor any of its Subsidiaries will amend or permit
to be amended its certificate of incorporation or bylaws,
or similar organizational documents without the Agent's
prior written consent unless such change or amendment would
not have a Material Adverse Effect.

	8.13. Upstream Limitations.  Neither the Borrower nor
any of its Subsidiaries will enter into, or permit any of
their Subsidiaries to enter into, any agreement, contract
or arrangement (other than this Credit Agreement and the
other Loan Documents) restricting the ability of such
Subsidiary to pay or make dividends or distributions in
cash or kind, to make loans, advances or other payments of
whatsoever nature or to make transfers or distributions of
all or any part of its assets to the Borrower or any
Subsidiary of which such Subsidiary is a Subsidiary.

	8.14. Inconsistent Agreements.  Neither the Borrower
nor any of its Subsidiaries will, nor will they permit
their Subsidiaries to, enter into any agreement containing
any provision which would be violated or breached by the
performance by the Borrower or such Subsidiary of its
obligations hereunder or under any of the Loan Documents.

		9.  FINANCIAL COVENANTS OF THE BORROWER.

	The Borrower covenants and agrees that, so long as any
Loan, Unpaid Reimbursement Obligation, Letter of Credit or
Note is outstanding or any Bank has any obligation to make
any Loans or the Agent has any obligation to issue, extend
or renew any Letters of Credit:

	9.1.  Leverage Ratio.  The Borrower will not, as of
the end of any fiscal quarter, permit the Leverage Ratio to
exceed 2.00 to 1.00 at any time.

	9.2.  Interest Coverage Ratio.  The Borrower will not,
as of the end of any fiscal quarter, permit the ratio of
(i) EBITDA for any period of four consecutive fiscal
quarters ended on such date, to (ii) Consolidated Total
Interest Expense for such period to be less than 4.50 to
1.00 at any time.

	9.3.  Capital Expenditures.  The Borrower will not
make, or permit any Subsidiary of the Borrower to make,
Capital Expenditures in any fiscal year that exceed, in the
aggregate, $35,000,000 for such fiscal year; provided,
however, that, if during any fiscal year the amount of
Capital Expenditures permitted for that fiscal year is not
so utilized, such unutilized amount may be utilized in the
next succeeding fiscal year (after first utilizing the
maximum amount for such succeeding fiscal year) but not in
any subsequent fiscal year.

<PAGE>

			    -71-


	9.4.  Consolidated Net Worth.  The Borrower will not
permit Consolidated Net Worth at any time to be less than
the sum of $123,000,000 plus, on a cumulative basis, 50% of
positive Consolidated Net Income for each fiscal quarter
subsequent to the fiscal quarter ended July 2, 2000 (with
no deduction for any quarter in which there is a net loss).

		  10.  CLOSING CONDITIONS.

	The obligations of the Banks to make the initial Loans
and of the Agent to issue any initial Letters of Credit
shall be subject to the satisfaction of the following
conditions precedent:

	10.1.  Loan Documents.  Each of the Loan Documents
shall have been duly executed and delivered by the
respective parties thereto, shall be in full force and
effect and shall be in form and substance satisfactory to
each of the Banks.  Each Bank shall have received a fully
executed copy of each of this Credit Agreement, its Note,
the Guaranty and any other Loan Documents to which it is a
party.

	10.2.  Certified Copies of Charter Documents.  Each of
the Banks shall have received from the Borrower and each of
the Guarantors a copy, certified by a duly authorized
officer of such Person to be true and complete on the
Closing Date, of each of (i) its charter or other
incorporation documents as in effect on such date of
certification, and (ii) its by-laws as in effect on such
date.

	10.3.  Corporate Action.  All corporate action
necessary for the valid execution, delivery and performance
by the Borrower and each of the Guarantors of this Credit
Agreement and the other Loan Documents to which it is or is
to become a party shall have been duly and effectively
taken, and evidence thereof satisfactory to the Banks shall
have been provided to each of the Banks.

	10.4.  Incumbency Certificate.  Each of the Banks
shall have received from the Borrower and each of the
Guarantors an incumbency certificate, dated as of the
Closing Date, signed by a duly authorized officer of the
Borrower or such Guarantor, as the case may be, and giving
the name and bearing a specimen signature of each
individual who shall be authorized: (i) to sign, in the
name and on behalf of the Borrower or such Guarantor, each
of the Loan Documents to which the Borrower or such
Guarantor is or is to become a party; (ii) in the case of
the Borrower, to make Loan Requests and Conversion Requests
and to apply for Letters of Credit; and (iii) to give
notices and to take other action on its behalf under the
Loan Documents.

<PAGE>


			  -72-

	10.5.  Opinion of Counsel.  Each of the Banks and the
Agent shall have received favorable legal opinions
addressed to the Banks and the Agent, dated as of the
Closing Date, in form and substance satisfactory to the
Banks and the Agent, from:

	(a)  Hill & Barlow, counsel to the Borrower and its
Subsidiaries; and

	(b)  Paul V. Wentworth, Esq., Arizona counsel to the
Borrower and TL Properties, Inc.

	10.6.  UCC Search Results, etc.  The Agent shall be
satisfied with the results of all Uniform Commercial Code,
Patent and Trademark Office, mortgage, tax and judgment
lien search results with respect to the Borrower and its
Domestic Subsidiaries in all relevant jurisdictions.

	10.7.  Payment of Fees and Expenses.  The Borrower
shall have paid to the Banks or the Agent, as appropriate,
the fees payable pursuant to the Fee Letter and all
expenses subject to reimbursement under the terms of this
Credit Agreement.

	10.8.  Termination of Existing Fleet Agreement.  Fleet
shall have received a letter from the Borrower terminating
all commitments to lend under the Existing Fleet Agreement
effective on and as of the Closing Date.

	10.9.  Payoff Letter.  The Agent and the Borrower
shall have received a payoff letter from Fleet, indicating
the amount of the loan obligations of the Borrower, if any,
under the Existing Fleet Agreement to be discharged on the
Closing Date.

	10.10.  Initial Loan Request.  The Agent shall have
received a Loan Request, if applicable, dated the Closing
Date duly completed with the details of all Loans to be
made on the Closing Date, if any, together with
disbursement instructions from the Borrower with respect to
proceeds thereof.

		11.  CONDITIONS TO ALL BORROWINGS.

	The obligations of the Banks to make any Loan, and of
the Agent to issue, extend or renew any Letter of Credit,
in each case whether on or after the Closing Date, shall
also be subject to the satisfaction of the following
conditions precedent:

	11.1.  Representations True; No Event of
Default.  Each of the representations and warranties of any
of the Borrower and its

<PAGE>

			       -73-

Subsidiaries contained in this Credit Agreement, the other
Loan Documents or in any document or instrument delivered
pursuant to or in connection with this Credit Agreement
shall be true as of the date as of which they were made
and shall also be true at and as of the time of the making
of such Loan or the issuance, extension or renewal of such
Letter of Credit, with the same effect as if made at and
as of that time (except to the extent of changes resulting from
transactions contemplated or permitted by this Credit
Agreement and the other Loan Documents and changes
occurring in the ordinary course of business that singly or
in the aggregate do not have a Material Adverse Effect, and
to the extent that such representations and warranties
relate expressly to an earlier date) and no Default or
Event of Default shall have occurred and be continuing.

	11.2.  No Legal Impediment.  No change shall have
occurred in any law or regulations thereunder or
interpretations thereof that in the reasonable opinion of
any Bank would make it illegal for such Bank to make such
Loan or to participate in the issuance, extension or
renewal of such Letter of Credit or in the reasonable
opinion of the Agent would make it illegal for the Agent to
issue, extend or renew such Letter of Credit.  None of the
Banks or the Agent is aware, on and as of the Closing Date,
of any such law or regulations.

	11.3.  Governmental Regulation.  Each Bank shall have
received such statements in substance and form reasonably
satisfactory to such Bank as such Bank shall require for
the purpose of compliance with any applicable regulations
of the Comptroller of the Currency or the Board of
Governors of the Federal Reserve System.

	11.4.  Proceedings and Documents.  All proceedings in
connection with the transactions contemplated by this
Credit Agreement, the other Loan Documents and all other
documents incident thereto shall be satisfactory in
substance and in form to the Banks and to the Agent and the
Agent's Special Counsel, and the Banks, the Agent and such
counsel shall have received all information and such
counterpart originals or certified or other copies of such
documents as the Agent may reasonably request.

	      12.  EVENTS OF DEFAULT; ACCELERATION; ETC.

	12.1.  Events of Default and Acceleration.  If any of
the following events ("Events of Default" or, if the giving
of notice or the lapse of time or both is required, then,
prior to such notice or lapse of time, "Defaults") shall
occur:

<PAGE>


			       -74-

		(a)     the Borrower shall fail to pay any principal
	of the Loans or any Reimbursement Obligation when the
	same shall become due and payable, whether at the
	stated date of maturity or any accelerated date of
	maturity or at any other date fixed for payment;

		(b)     the Borrower or any of its Subsidiaries
	shall fail to pay any interest on the Loans, the
	commitment fee, any Letter of Credit Fee, the Agent's
	fee, or other sums due hereunder or under any of the
	other Loan Documents, within five (5) days after the
	same shall become due and payable, whether at the
	stated date of maturity or any accelerated date of
	maturity or at any other date fixed for payment;

		(c)     the Borrower shall fail to comply with any
	of its covenants contained in Sections 7.1, 7.4, 7.5, 7.6 (as
	it relates to corporate existence), 7.8, 8 or 9;

		(d)     the Borrower or any of its Subsidiaries
	shall fail to perform any term, covenant or agreement
	contained herein or in any of the other Loan Documents
	(other than those specified elsewhere in this Section 12.1)
	for thirty (30) days after written notice of such
	failure has been given to the Borrower by the Agent;

		(e)     any representation or warranty of the
	Borrower or any of its Subsidiaries in this Credit
	Agreement or any of the other Loan Documents or in any
	other document or instrument delivered pursuant to or
	in connection with this Credit Agreement shall prove
	to have been false in any material respect upon the
	date when made or deemed to have been made or
	repeated;

		(f)     the Borrower or any of its Subsidiaries
	shall fail to pay at maturity, or within any
	applicable period of grace, any obligation for
	borrowed money or credit received (other than trade
	payables incurred in the ordinary course of business)
	or in respect of any Capitalized Leases in an
	aggregate principal amount outstanding of $1,000,000
	or more, or fail to observe or perform any material
	term, covenant or agreement contained in any agreement
	by which it is bound, evidencing or securing borrowed
	money or credit received or in respect of any
	Capitalized Leases in an aggregate principal amount
	outstanding of $1,000,000 or more, for such period of
	time as would permit (assuming the giving of
	appropriate notice if required) the holder or holders
	thereof or of any obligations issued thereunder to
	accelerate the maturity thereof, or

<PAGE>
				   -75-

	any such holder or holders shall rescind or shall
	have a right to rescind the purchase of any such
	obligations;

		(g)     the Borrower or any of its Subsidiaries
	shall make an assignment for the benefit of creditors,
	or admit in writing its inability to pay or generally
	fail to pay its debts as they mature or become due, or
	shall petition or apply for the appointment of a
	trustee or other custodian, liquidator or receiver of
	the Borrower or any of its Subsidiaries or of any
	substantial part of the assets of the Borrower or any
	of its Subsidiaries or shall commence any case or
	other proceeding relating to the Borrower or any of
	its Subsidiaries under any bankruptcy, reorganization,
	arrangement, insolvency, readjustment of debt,
	dissolution or liquidation or similar law of any
	jurisdiction, now or hereafter in effect, or shall
	take any action to authorize or in furtherance of any
	of the foregoing, or if any such petition or
	application shall be filed or any such case or other
	proceeding shall be commenced against the Borrower or
	any of its Subsidiaries and the Borrower or any of its
	Subsidiaries shall indicate its approval thereof,
	consent thereto or acquiescence therein or such
	petition or application shall not have been dismissed
	within sixty (60) days following the filing thereof;

		(h)     a decree or order is entered appointing any
	such trustee, custodian, liquidator or receiver or
	adjudicating the Borrower or any of its Subsidiaries
	bankrupt or insolvent, or approving a petition in any
	such case or other proceeding, or a decree or order
	for relief is entered in respect of the Borrower or
	any Subsidiary of the Borrower in an involuntary case
	under federal bankruptcy laws as now or hereafter
	constituted;

		(i)     there shall remain in force, undischarged,
	unsatisfied (unless bonded) and unstayed, for more
	than forty-five days, whether or not consecutive, any
	final judgment against the Borrower or any of its
	Subsidiaries that, with other outstanding final
	judgments, undischarged, against the Borrower or any
	of its Subsidiaries exceeds in the aggregate
	$5,000,000;

		(j)     if any of the Loan Documents shall be
	cancelled, terminated, revoked or rescinded, in each
	case otherwise than in accordance with the terms
	thereof or with the express prior written agreement,
	consent or approval of the Banks, or any action at
	law, suit or in equity or other legal proceeding to
	cancel, revoke or rescind any of the Loan Documents
	shall be commenced by or on behalf of the Borrower or
	any of its Subsidiaries party thereto or any of their
	respective stockholders, or any court or any other

<PAGE>

			       -76-

	governmental or regulatory authority or agency of
	competent jurisdiction shall make a determination
	that, or issue a judgment, order, decree or ruling to
	the effect that, any one or more of the Loan Documents
	is illegal, invalid or unenforceable in accordance
	with the terms thereof;

		(k)     the Borrower or any ERISA Affiliate incurs
	any liability to the PBGC or a Guaranteed Pension Plan
	pursuant to Title IV of ERISA in an aggregate amount
	exceeding $5,000,000, or the Borrower or any ERISA
	Affiliate is assessed withdrawal liability pursuant to
	Title IV of ERISA by a Multiemployer Plan requiring
	aggregate annual payments exceeding $3,000,000, or any
	of the following occurs with respect to a Guaranteed
	Pension Plan: (i) an ERISA Reportable Event, or a
	failure to make a required installment or other
	payment (within the meaning of Section 302(f)(1) of ERISA),
	provided that the Agent determines in its reasonable
	discretion that such event (A) is reasonably likely to
	result in liability of the Borrower or any of its
	Subsidiaries to the PBGC or such Guaranteed Pension
	Plan in an aggregate amount exceeding $5,000,000 and
	(B) could constitute grounds for the termination of
	such Guaranteed Pension Plan by the PBGC, for the
	appointment by the appropriate United States District
	Court of a trustee to administer such Guaranteed
	Pension Plan or for the imposition of a lien in favor
	of such Guaranteed Pension Plan; or (ii) the
	appointment by a United States District Court of a
	trustee to administer such Guaranteed Pension Plan; or
	(iii) the institution by the PBGC of proceedings to
	terminate such Guaranteed Pension Plan;

		(l)     the Borrower or any of its Subsidiaries
	shall be enjoined, restrained or in any way prevented
	by the order of any court or any administrative or
	regulatory agency from conducting any material part of
	its business and such order shall continue in effect
	for more than thirty (30) days;

		(m)     there shall occur the loss, suspension or
	revocation of, or failure to renew, any license or
	permit now held or hereafter acquired by the Borrower
	or any of its Subsidiaries if such loss, suspension,
	revocation or failure to renew would have a Material
	Adverse Effect; or

		(n)     any person or group of persons (within the
	meaning of Section 13 or 14 of the Securities Exchange
	Act of 1934, as amended) shall have acquired
	beneficial ownership (within the meaning of Rule 13d-3
	promulgated by the Securities and

<PAGE>
			    -77-


	Exchange Commission under said Act) of 20% or more
	of the outstanding shares of common stock of the
	Borrower; or, during any period of twelve consecutive
	calendar months, individuals who were directors of the
	Borrower on the first day of such period shall cease
	to constitute a majority of the board of directors
	of the Borrower;

then, and in any such event, so long as the same may be
continuing, the Agent may, and upon the request of the
Majority Banks shall, by notice in writing to the Borrower
declare all amounts owing with respect to this Credit
Agreement, the Notes and the other Loan Documents and all
Reimbursement Obligations to be, and they shall thereupon
forthwith become, immediately due and payable without
presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived by the Borrower;
provided that in the event of any Event of Default
specified in Sections 12.1(g) or 12.1(h), all such amounts shall
become immediately due and payable automatically and
without any requirement of notice from the Agent or any
Bank.

	12.2.  Termination of Commitments.  If any one or more
of the Events of Default specified in Section 12.1(g) or
Section 12.1(h) shall occur, any unused portion of the credit
hereunder shall forthwith terminate and each of the Banks shall be
relieved of all further obligations to make Loans to the
Borrower and the Agent shall be relieved of all further
obligations to issue, extend or renew Letters of Credit.
If any other Event of Default shall have occurred and be
continuing, the Agent may and, upon the request of the
Majority Banks, shall, by notice to the Borrower, terminate
the unused portion of the credit hereunder, and upon such
notice being given such unused portion of the credit
hereunder shall terminate immediately and each of the Banks
shall be relieved of all further obligations to make Loans
and the Agent shall be relieved of all further obligations
to issue, extend or renew Letters of Credit.  No
termination of the credit hereunder shall relieve the
Borrower or any of its Subsidiaries of any of the
Obligations.

	12.3.  Remedies.  In case any one or more of the
Events of Default shall have occurred and be continuing,
and whether or not the Banks shall have accelerated the
maturity of the Loans pursuant to Section 12.1, each Bank, if owed
any amount with respect to the Loans or the Reimbursement
Obligations, may, with the consent of the Majority Banks
but not otherwise, proceed to protect and enforce its
rights by suit in equity, action at law or other
appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in this
Credit Agreement and the other Loan Documents or any
instrument pursuant to which the Obligations to such Bank
are evidenced, including

<PAGE>

			       -78-


as permitted by applicable law the obtaining of the ex parte
appointment of a receiver, and, if such amount shall have become
due, by declaration or otherwise, proceed to enforce the payment
thereof or any other legal or equitable right of such Bank.
No remedy herein conferred upon any Bank or the Agent or the holder
of any Note or purchaser of any Letter of Credit
Participation is intended to be exclusive of any other
remedy and each and every remedy shall be cumulative and
shall be in addition to every other remedy given hereunder
or now or hereafter existing at law or in equity or by
statute or any other provision of law.

				13.  SETOFF.

	Regardless of the adequacy of any collateral, during
the continuance of any Event of Default, any deposits or
other sums credited by or due from any of the Banks to the
Borrower and any securities or other property of the
Borrower in the possession of such Bank may be applied to
or set off by such Bank against the payment of Obligations
and any and all other liabilities, direct, or indirect,
absolute or contingent, due or to become due, now existing
or hereafter arising, of the Borrower to such Bank.  Each
of the Banks agrees with each other Bank that (i) if an
amount to be set off is to be applied to Indebtedness of
the Borrower to such Bank, other than Indebtedness
evidenced by the Notes held by such Bank or constituting
Reimbursement Obligations owed to such Bank, such amount
shall be applied ratably to such other Indebtedness and to
the Indebtedness evidenced by all such Notes held by such
Bank or constituting Reimbursement Obligations owed to such
Bank, and (ii) if such Bank shall receive from the
Borrower, whether by voluntary payment, exercise of the
right of setoff, counterclaim, cross action, enforcement of
the claim evidenced by the Notes held by, or constituting
Reimbursement Obligations owed to, such Bank by proceedings
against the Borrower at law or in equity or by proof
thereof in bankruptcy, reorganization, liquidation,
receivership or similar proceedings, or otherwise, and
shall retain and apply to the payment of the Note or Notes
held by, or Reimbursement Obligations owed to, such Bank
any amount in excess of its ratable portion of the payments
received by all of the Banks with respect to the Notes held
by, and Reimbursement Obligations owed to, all of the
Banks, such Bank will make such disposition and
arrangements with the other Banks with respect to such
excess, either by way of distribution, pro tanto assignment
of claims, subrogation or otherwise as shall result in each
Bank receiving in respect of the Notes held by it or
Reimbursement Obligations owed it, its proportionate
payment as contemplated by this Credit Agreement; provided
that if all or any part of such excess payment is
thereafter recovered from such Bank, such disposition and

<PAGE>
			       -79-

arrangements shall be rescinded and the amount restored to
the extent of such recovery, but without interest.

			14.  THE AGENT.

	14.1.  Authorization.
		(a)     The Agent is authorized to take such action
	on behalf of each of the Banks and to exercise all
	such powers as are hereunder and under any of the
	other Loan Documents and any related documents
	delegated to the Agent, together with such powers as
	are reasonably incident thereto, provided that no
	duties or responsibilities not expressly assumed
	herein or therein shall be implied to have been
	assumed by the Agent.

		(b)     The relationship between the Agent and each
	of the Banks is that of an independent contractor.
	The use of the term "Agent" is for convenience only
	and is used to describe, as a form of convention, the
	independent contractual relationship between the Agent
	and each of the Banks.  Nothing contained in this
	Credit Agreement nor the other Loan Documents shall be
	construed to create an agency, trust or other
	fiduciary relationship between the Agent and any of
	the Banks.

		(c)     As an independent contractor empowered by
	the Banks to exercise certain rights and perform
	certain duties and responsibilities hereunder and
	under the other Loan Documents, the Agent is
	nevertheless a "representative" of the Banks, as that
	term is defined in Article 1 of the Uniform Commercial
	Code, for purposes of actions for the benefit of the
	Banks and the Agent with respect to all collateral
	security and guaranties, if any, contemplated by the
	Loan Documents.

	14.2.  Employees and Agents.  The Agent may exercise
its powers and execute its duties by or through employees
or agents and shall be entitled to take, and to rely on,
advice of counsel concerning all matters pertaining to its
rights and duties under this Credit Agreement and the other
Loan Documents.  The Agent may utilize the services of such
Persons as the Agent in its sole discretion may reasonably
determine, and all reasonable fees and expenses of any such
Persons shall be paid by the Borrower.

	14.3.  No Liability.  Neither the Agent nor any of its
shareholders, directors, officers or employees nor any
other Person assisting them in their duties nor any agent
or employee thereof, shall be liable for any waiver,
consent or approval given or any action taken, or omitted
to be


<PAGE>
				-80-

taken, in good faith by it or them hereunder or under
any of the other Loan Documents, or in connection herewith
or therewith, or be responsible for the consequences of any
oversight or error of judgment whatsoever, except that the
Agent or such other Person, as the case may be, may be
liable for losses due to its willful misconduct or gross
negligence.

	14.4.  No Representations.

		14.4.1.  General.  The Agent shall not be
	responsible for the execution or validity or
	enforceability of this Credit Agreement, the Notes,
	the Letters of Credit, any of the other Loan Documents
	or any instrument at any time constituting, or
	intended to constitute, collateral security for the
	Notes, or for the value of any such collateral
	security or for the validity, enforceability or
	collectability of any such amounts owing with respect
	to the Notes, or for any recitals or statements,
	warranties or representations made herein or in any of
	the other Loan Documents or in any certificate or
	instrument hereafter furnished to it by or on behalf
	of the Borrower or any of its Subsidiaries, or be
	bound to ascertain or inquire as to the performance or
	observance of any of the terms, conditions, covenants
	or agreements herein or in any instrument at any time
	constituting, or intended to constitute, collateral
	security for the Notes or to inspect any of the
	properties, books or records of the Borrower or any of
	its Subsidiaries.  The Agent shall not be bound to
	ascertain whether any notice, consent, waiver or
	request delivered to it by the Borrower or any holder
	of any of the Notes shall have been duly authorized or
	is true, accurate and complete.  The Agent has not
	made nor does it now make any representations or
	warranties, express or implied, nor does it assume any
	liability to the Banks, with respect to the credit
	worthiness or financial conditions of the Borrower or
	any of its Subsidiaries.  Each Bank acknowledges that
	it has, independently and without reliance upon the
	Agent or any other Bank, and based upon such
	information and documents as it has deemed
	appropriate, made its own credit analysis and decision
	to enter into this Credit Agreement.

		14.4.2.  Closing Documentation, etc.  For
	purposes of determining compliance with the conditions
	set forth in Section 10, each Bank that has executed this
	Credit Agreement shall be deemed to have consented to,
	approved or accepted, or be satisfied with, each
	document and matter either sent, or made available, by
	the Agent to such Bank for consent, approval,
	acceptance or satisfaction, or required thereunder to
	be consented to or approved by or

<PAGE>

				  -81-

	acceptable or satisfactory to such Bank, unless an
	officer of the Agent active upon the Borrower's account
	shall have received notice from such Bank prior to the
	Closing Date specifying such Bank's objection thereto and
	such objection shall not have been withdrawn by notice to
	the Agent to such effect on or prior to the Closing
	Date.

	14.5.  Payments.

		14.5.1.  Payments to Agent.  A payment by the
	Borrower to the Agent hereunder or any of the other
	Loan Documents for the account of any Bank shall
	constitute a payment to such Bank.  The Agent agrees
	promptly to distribute to each Bank such Bank's pro
	rata share of payments received by the Agent for the
	account of the Banks except as otherwise expressly
	provided herein or in any of the other Loan Documents.

		14.5.2.  Distribution by Agent.  If in the
	opinion of the Agent the distribution of any amount
	received by it in such capacity hereunder, under the
	Notes or under any of the other Loan Documents might
	involve it in liability, it may refrain from making
	distribution until its right to make distribution
	shall have been adjudicated by a court of competent
	jurisdiction.  If a court of competent jurisdiction
	shall adjudge that any amount received and distributed
	by the Agent is to be repaid, each Person to whom any
	such distribution shall have been made shall either
	repay to the Agent its proportionate share of the
	amount so adjudged to be repaid or shall pay over the
	same in such manner and to such Persons as shall be
	determined by such court.

		14.5.3.  Delinquent Banks.  Notwithstanding
	anything to the contrary contained in this Credit
	Agreement or any of the other Loan Documents, any Bank
	that fails (i) to make available to the Agent its pro
	rata share of any Loan or to purchase any Letter of
	Credit Participation or (ii) to comply with the
	provisions of Section 13 with respect to making dispositions
	and arrangements with the other Banks, where such
	Bank's share of any payment received, whether by
	setoff or otherwise, is in excess of its pro rata
	share of such payments due and payable to all of the
	Banks, in each case as, when and to the full extent
	required by the provisions of this Credit Agreement,
	shall be deemed delinquent (a "Delinquent Bank") and
	shall be deemed a Delinquent Bank until such time as
	such delinquency is satisfied.  A Delinquent Bank
	shall be deemed to have assigned any and all payments
	due to it from the Borrower, whether on account of
	outstanding Loans, Unpaid Reimbursement
 <PAGE>

			       -82-

	Obligations, interest, fees or otherwise, to the remaining
	nondelinquent Banks for application to, and reduction
	of, their respective pro rata shares of all
	outstanding Loans and Unpaid Reimbursement
	Obligations.  The Delinquent Bank hereby authorizes
	the Agent to distribute such payments to the
	nondelinquent Banks in proportion to their respective
	pro rata shares of all outstanding Loans and Unpaid
	Reimbursement Obligations.  A Delinquent Bank shall be
	deemed to have satisfied in full a delinquency when
	and if, as a result of application of the assigned
	payments to all outstanding Loans and Unpaid
	Reimbursement Obligations of the nondelinquent Banks,
	the Banks' respective pro rata shares of all
	outstanding Loans and Unpaid Reimbursement Obligations
	have returned to those in effect immediately prior to
	such delinquency and without giving effect to the
	nonpayment causing such delinquency.

	14.6.  Holders of Notes.  The Agent may deem and treat
the payee of any Note or the purchaser of any Letter of
Credit Participation as the absolute owner or purchaser
thereof for all purposes hereof until it shall have been
furnished in writing with a different name by such payee or
by a subsequent holder, assignee or transferee.

	14.7.  Indemnity.  The Banks ratably agree hereby to
indemnify and hold harmless the Agent and its affiliates
from and against any and all claims, actions and suits
(whether groundless or otherwise), losses, damages, costs,
expenses (including any expenses for which the Agent or
such affiliate has not been reimbursed by the Borrower as
required by Section 15), and liabilities of every nature and
character arising out of or related to this Credit
Agreement, the Notes, or any of the other Loan Documents or
the transactions contemplated or evidenced hereby or
thereby, or the Agent's actions taken hereunder or
thereunder, except to the extent that any of the same shall
be directly caused by the Agent's willful misconduct or
gross negligence.

	14.8.  Agent as Bank.  In its individual capacity,
Fleet shall have the same obligations and the same rights,
powers and privileges in respect to its Commitment and the
Loans made by it, and as the holder of any of the Notes and
as the purchaser of any Letter of Credit Participations, as
it would have were it not also the Agent.

	14.9.  Resignation.  The Agent may resign at any time
by giving sixty (60) days prior written notice thereof to
the Banks and the Borrower.  Upon any such resignation, the
Majority Banks shall have the right to appoint a successor
Agent.  Unless a Default or Event of Default shall have
occurred and be continuing, such successor Agent shall be

<PAGE>


			  -83-

reasonably acceptable to the Borrower.  If no successor
Agent shall have been so appointed by the Majority Banks
and shall have accepted such appointment within thirty (30)
days after the retiring Agent's giving of notice of
resignation, then the retiring Agent may, on behalf of the
Banks, appoint a successor Agent, which shall be a
financial institution having a rating of not less than A or
its equivalent by Standard & Poor's Ratings Services.  Upon
the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and
obligations hereunder.  After any retiring Agent's
resignation, the provisions of this Credit Agreement and
the other Loan Documents shall continue in effect for its
benefit in respect of any actions taken or omitted to be
taken by it while it was acting as Agent.

	14.10.  Notification of Defaults and Events of
Default.  Each Bank hereby agrees that, upon learning of
the existence of a Default or an Event of Default, it shall
promptly notify the Agent thereof.  The Agent hereby agrees
that upon receipt of any notice under this Section 14.10 it shall
promptly notify the other Banks of the existence of such
Default or Event of Default.

		15.  EXPENSES AND INDEMNIFICATION.

	15.1.  Expenses.  The Borrower agrees to pay (i) the
reasonable costs of producing and reproducing this Credit
Agreement, the other Loan Documents and the other
agreements and instruments mentioned herein, (ii) any taxes
(including any interest and penalties in respect thereto)
payable by the Agent or any of the Banks (other than
Excluded Taxes) on or with respect to the transactions
contemplated by this Credit Agreement (the Borrower hereby
agreeing to indemnify the Agent and each Bank with respect
thereto), (iii) the reasonable fees, expenses and
disbursements of the Agent or any of its affiliates or
Agent's Special Counsel or any local counsel to the Agent
incurred in connection with the preparation, syndication,
administration or interpretation of the Loan Documents and
other instruments mentioned herein, each closing hereunder,
any amendments, modifications, approvals, consents or
waivers hereto or hereunder, the cancellation of any Loan
Document upon payment in full in cash of all of the
Obligations or pursuant to any terms of such Loan Document
for providing for such cancellation, and (iv) all
reasonable out-of-pocket expenses (including without
limitation reasonable attorneys' fees and costs, which
attorneys may be employees of Fleet or the Agent, and
reasonable consulting, accounting, appraisal, investment
banking and similar professional fees and charges) incurred
by Fleet or the Agent, and all reasonable attorneys' fees
and costs (which

<PAGE>


			    -84-

attorneys may be employees of the applicable Bank) incurred
by any other Bank, in each case in connection with (A) the
enforcement of or preservation of rights under any of the
Loan Documents against the Borrower or any of its Subsidiaries
or the administration thereof after the occurrence of a Default
or Event of Default and (B) any litigation, proceeding or dispute
whether arising hereunder or otherwise, in any way related
to any Bank's or the Agent's relationship with the Borrower
or any of its Subsidiaries.

	15.2.  Indemnification.  The Borrower agrees to
indemnify and hold harmless the Agent, its affiliates and
the Banks (together, the "Indemnitees") from and against
any and all claims, actions and suits whether groundless or
otherwise, and from and against any and all liabilities,
losses, damages and expenses of every nature and character
arising out of this Credit Agreement or any of the other
Loan Documents or the transactions contemplated hereby
including, without limitation, (i) any actual or proposed
use by the Borrower or any of its Subsidiaries of the
proceeds of any of the Loans or Letters of Credit, (ii) the
Borrower or any of its Subsidiaries entering into or
performing this Credit Agreement or any of the other Loan
Documents or (iii) with respect to the Borrower and its
Subsidiaries and the Real Estate, (x) the violation of any
Environmental Law, or (y) the presence, disposal, escape,
seepage, leakage, spillage, discharge, emission, release or
threatened release of any Hazardous Substances in violation
of applicable Environmental Laws or any action, suit,
proceeding or investigation brought or threatened with
respect thereto (including, but not limited to, claims with
respect to wrongful death, personal injury or damage to
property), in each case including, without limitation, the
reasonable fees and disbursements of counsel and allocated
costs of internal counsel incurred in connection with any
such investigation, litigation or other proceeding;
provided that the Borrower shall not be required to
indemnify any Indemnitee from and against any claims,
actions, suits, liabilities, losses, damages or expenses to
the extent the same arises out of such Indemnitee's own
gross negligence or willful misconduct.  In litigation, or
the preparation therefor, the Banks and the Agent and its
affiliates shall be entitled to select their own counsel
and, in addition to the foregoing indemnity, the Borrower
agrees to pay promptly the reasonable fees and expenses of
such counsel.  If, and to the extent that the obligations
of the Borrower under this Section 15.2 are unenforceable for any
reason, the Borrower hereby agrees to make the maximum
contribution to the payment in satisfaction of such
obligations which is permissible under applicable law.

	15.3.  Survival.  The covenants contained in this Section 15
shall survive payment or satisfaction in full of all other
Obligations.

<PAGE>


				    -85-

	     16.  TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.

	16.1.  Confidentiality.  Each of the Banks and the
Agent agrees, on behalf of itself and each of its
affiliates, directors, officers, employees and
representatives (including their respective counsel,
auditors and accountants), to use reasonable precautions to
keep confidential, in accordance with their customary
procedures for handling confidential information of the
same nature and in accordance with safe and sound banking
practices, any non-public proprietary information supplied
to it by the Borrower or any of its Subsidiaries pursuant
to this Credit Agreement that is identified orally or in
writing by such Person as being confidential or proprietary
(or words of like effect) at the time the same is delivered
to the Banks or the Agent, provided that nothing herein
shall limit the disclosure of any such information (a)
after such information shall have become public other than
through a violation of this Section 16, (b) to the extent required
by statute, rule, regulation or judicial process, (c) to
counsel for any of the Banks or the Agent, (d) to bank
examiners or any other regulatory authority having
jurisdiction over any Bank or the Agent, or to auditors or
accountants, (e) to the Agent or any Bank, (f) in
connection with any litigation to which any one or more of
the Banks or the Agent is a party, or in connection with
the enforcement of rights or remedies hereunder or under
any other Loan Document, or (g) to any assignee or
participant (or prospective assignee or participant) so
long as such assignee or participant agrees to be bound by
the provisions of Section 18.6. The covenants contained in this
Sections 16.1 shall survive payment or satisfaction in full of the
Obligations for a period of eighteen (18) months.

	16.2.  Prior Notification.  Unless specifically
prohibited by applicable law or court order, each of the
Banks and the Agent shall, prior to disclosure thereof,
notify the Borrower of any request for disclosure of any
such non-public information by any governmental agency or
representative thereof (other than any such request in
connection with an examination of the financial condition
of such Bank by such governmental agency) or pursuant to
legal process.

	16.3.  Other.  In no event shall any Bank or the Agent
be obligated or required to return any materials furnished
to it by the Borrower or any of its Subsidiaries.  The
obligations of each Bank under this Section 16 shall supersede and
replace the obligations of such Bank under any
confidentiality letter in respect of this financing signed
and delivered by such Bank to the Borrower prior to the
date hereof and shall be binding upon any assignee of, or
purchaser of any participation in, any interest in any of
the Loans or Reimbursement Obligations from any Bank.

<PAGE>
			    -86-

		17.  SURVIVAL OF COVENANTS, ETC.

	All covenants, agreements, representations and
warranties made herein, in the Notes, in any of the other
Loan Documents or in any documents or other papers
delivered by or on behalf of the Borrower or any of its
Subsidiaries pursuant hereto shall be deemed to have been
relied upon by the Banks and the Agent, notwithstanding any
investigation heretofore or hereafter made by any of them,
and shall survive the making by the Banks of any of the
Loans and the issuance, extension or renewal of any Letters
of Credit, as herein contemplated, and shall continue in
full force and effect so long as any Letter of Credit or
any amount due under this Credit Agreement or the Notes or
any of the other Loan Documents remains outstanding or any
Bank has any obligation to make any Loans or the Agent has
any obligation to issue, extend or renew any Letter of
Credit, and for such further time as may be otherwise
expressly specified in this Credit Agreement.  All
statements contained in any certificate or other paper
delivered to any Bank or the Agent at any time by or on
behalf of the Borrower or any of its Subsidiaries pursuant
hereto or in connection with the transactions contemplated
hereby shall constitute representations and warranties by
the Borrower or such Subsidiary hereunder unless otherwise
specifically provided in such certificate or other paper.

		18.  ASSIGNMENT AND PARTICIPATION.

	18.1.  Conditions to Assignment by Banks.  Except as
provided herein, each Bank may assign to one or more
Eligible Assignees all or a portion of its interests,
rights and obligations under this Credit Agreement
(including all or a portion of its Commitment Percentage
and Commitment and the same portion of the Loans at the
time owing to it, the Notes held by it and its
participating interest in the risk relating to any Letters
of Credit); provided that (i) each of the Agent and, unless
a Default or Event of Default shall have occurred and be
continuing, the Borrower shall have given its prior written
consent to such assignment, which consent, in the case of
the Borrower, will not be unreasonably withheld, (ii) each
such assignment shall be of a constant, and not a varying,
percentage of all the assigning Bank's rights and
obligations under this Credit Agreement, (iii) each
assignment shall be in the minimum amount of $5,000,000,
(iv) the parties to such assignment shall execute and
deliver to the Agent, for recording in the Register (as
hereinafter defined), an Assignment and Acceptance,
substantially in the form of Exhibit D hereto (an
"Assignment and Acceptance"), together with the  Notes
subject to such assignment, (v) unless a Default or Event
of Default shall have occurred, no Bank may assign its
interests, rights and obligations hereunder during the
period of eighteen (18) months

<PAGE>


			       -87-

commencing on the Closing Date, and (vi) unless a Default
or Event of Default shall have occurred, Fleet shall retain
a Commitment hereunder of not less than $20,000,000 and Citizens
shall retain a Commitment hereunder of not less than $10,000,000,
in each case as such amounts are ratably adjusted for any reduction
in the Total Commitment occurring after the Closing Date.
Upon such execution, delivery, acceptance and recording,
from and after the effective date specified in each
Assignment and Acceptance, which effective date shall be at
least five (5) Business Days after the execution thereof,
(i) the assignee thereunder shall be a party hereto and, to
the extent provided in such Assignment and Acceptance, have
the rights and obligations of a Bank hereunder, and (ii)
the assigning Bank shall, to the extent provided in such
assignment and upon payment to the Agent of the
registration fee referred to in Section 18.3, be released from its
obligations under this Credit Agreement.

	18.2.  Certain Representations and Warranties;
Limitations; Covenants.  By executing and delivering an
Assignment and Acceptance, the parties to the assignment
thereunder confirm to and agree with each other and the
other parties hereto as follows:

		(a)     other than the representation and warranty
	that it is the legal and beneficial owner of the
	interest being assigned thereby free and clear of any
	adverse claim, the assigning Bank makes no
	representation or warranty, express or implied, and
	assumes no responsibility with respect to any
	statements, warranties or representations made in or
	in connection with this Credit Agreement or the
	execution, legality, validity, enforceability,
	genuineness, sufficiency or value of this Credit
	Agreement, the other Loan Documents or any other
	instrument or document furnished pursuant hereto or
	the attachment, perfection or priority of any security
	interest or mortgage,

		(b)     the assigning Bank makes no representation
	or warranty and assumes no responsibility with respect
	to the financial condition of the Borrower and its
	Subsidiaries or any other Person primarily or
	secondarily liable in respect of any of the
	Obligations, or the performance or observance by the
	Borrower and its Subsidiaries or any other Person
	primarily or secondarily liable in respect of any of
	the Obligations of any of their obligations under this
	Credit Agreement or any of the other Loan Documents or
	any other instrument or document furnished pursuant
	hereto or thereto;
<PAGE>


			       -88-


		(c)     such assignee confirms that it has received
	a copy of this Credit Agreement, together with copies
	of the most recent financial statements referred to in
	Section 6.4 and Section 7.4 and such other documents and information
	as it has deemed appropriate to make its own credit
	analysis and decision to enter into such Assignment
	and Acceptance;

		(d)     such assignee will, independently and
	without reliance upon the assigning Bank, the Agent or
	any other Bank and based on such documents and
	information as it shall deem appropriate at the time,
	continue to make its own credit decisions in taking or
	not taking action under this Credit Agreement;

		(e)     such assignee represents and warrants that
	it is an Eligible Assignee;

		(f)     such assignee appoints and authorizes the
	Agent to take such action as agent on its behalf and
	to exercise such powers under this Credit Agreement
	and the other Loan Documents as are delegated to the
	Agent by the terms hereof or thereof, together with
	such powers as are reasonably incidental thereto;

		(g)     such assignee agrees that it will perform in
	accordance with their terms all of the obligations
	that by the terms of this Credit Agreement are
	required to be performed by it as a Bank;

		(h)     such assignee represents and warrants that
	it is legally authorized to enter into such Assignment
	and Acceptance; and

		(i)     such assignee acknowledges that it has made
	arrangements with the assigning Bank satisfactory to
	such assignee with respect to its pro rata share of
	Letter of Credit Fees in respect of outstanding
	Letters of Credit.

	18.3.  Register.  The Agent shall maintain a copy of
each Assignment and Acceptance delivered to it and a
register or similar list (the "Register") for the
recordation of the names and addresses of the Banks and the
Commitment Percentage of, and principal amount of the Loans
owing to and Letter of Credit Participations purchased by,
the Banks from time to time. The entries in the Register
shall be conclusive, in the absence of manifest error, and
the Borrower, the Agent and the Banks may treat each Person
whose name is recorded in the Register as a Bank hereunder
for all purposes of this Credit Agreement.  The Register
shall be available for inspection by the Borrower and the
Banks

<PAGE>

				  -89-


at any reasonable time and from time to time upon
reasonable prior notice. Upon each such recordation, the
assigning Bank agrees to pay to the Agent a registration
fee in the sum of $3,500.

	18.4.  New Notes.  Upon its receipt of an Assignment
and Acceptance executed by the parties to such assignment,
together with each Note subject to such assignment, the
Agent shall (i) record the information contained therein in
the Register, and (ii) give prompt notice thereof to the
Borrower and the Banks (other than the assigning Bank).
Within five (5) Business Days after receipt of such notice,
the Borrower, at its own expense, shall execute and deliver
to the Agent, in exchange for each surrendered Note, a new
Note to the order of such Eligible Assignee in an amount
equal to the amount assumed by such Eligible Assignee
pursuant to such Assignment and Acceptance and, if the
assigning Bank has retained some portion of its obligations
hereunder, a new Note to the order of the assigning Bank in
an amount equal to the amount retained by it hereunder.
Such new Notes shall provide that they are replacements for
the surrendered Notes, shall be in an aggregate principal
amount equal to the aggregate principal amount of the
surrendered Notes, shall be dated the effective date of
such Assignment and Acceptance and shall otherwise be in
substantially the form of the assigned Notes.  Within five
(5) days of issuance of any new Notes pursuant to this
Section 18.4, the Borrower shall deliver an opinion of counsel,
addressed to the Banks and the Agent, relating to the due
authorization, execution and delivery of such new Notes and
the legality, validity and binding effect thereof, in form
and substance satisfactory to the Banks.  The surrendered
Notes shall be cancelled and returned to the Borrower.

	18.5.  Participations.  Each Bank may sell
participations to one or more banks or other entities in
all or a portion of such Bank's rights and obligations
under this Credit Agreement and the other Loan Documents;
provided that (i) each such participation shall be in an
amount of not less than $5,000,000, (ii) any such sale or
participation shall not affect the rights and duties of the
selling Bank hereunder to the Borrower and (iii) the only
rights granted to the participant pursuant to such
participation arrangements with respect to waivers,
amendments or modifications of the Loan Documents shall be
the rights to approve waivers, amendments or modifications
that would reduce the principal of or the interest rate on
any Loans, release any guaranty of the Obligations, extend
the term or increase the amount of the Commitment of such
Bank as it relates to such participant, reduce the amount
of any commitment fees or Letter of Credit Fees to which
such participant is entitled or extend any regularly
scheduled payment date for principal or interest.

<PAGE>


			   -90-

	18.6.  Disclosure.  The Borrower agrees that in
addition to disclosures made in accordance with standard
and customary banking practices any Bank may disclose
information obtained by such Bank pursuant to this Credit
Agreement to assignees or participants and potential
assignees or participants hereunder; provided that such
assignees or participants or potential assignees or
participants shall agree (i) to treat in confidence such
information unless such information otherwise becomes
public knowledge through no fault of such Bank, (ii) not to
disclose such information to a third party, except as
required by law or legal process and (iii) not to make use
of such information for purposes of transactions unrelated
to such contemplated assignment or participation.  For
purposes of this Section 18.6 an assignee or participant or
potential assignee or participant may include a
counterparty with whom such Bank has entered into or
potentially might enter into a derivative contract
referenced to credit or other risks or events arising under
this Credit Agreement or any other Loan Document.

	18.7.  Assignee or Participant Affiliated with the
Borrower.  If any assignee Bank is an Affiliate of the
Borrower, then any such assignee Bank shall have no right
to vote as a Bank hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or
for purposes of agreeing to amendments or other
modifications to any of the Loan Documents or for purposes
of making requests to the Agent pursuant to Section 12.1 or
Section 12.2, and the determination of the Majority Banks
shall for all purposes of this Credit Agreement and the other Loan
Documents be made without regard to such assignee Bank's
interest in any of the Loans or Reimbursement Obligations.
If any Bank sells a participating interest in any of the
Loans or Reimbursement Obligations to a participant, and
such participant is the Borrower or an Affiliate of the
Borrower, then such transferor Bank shall promptly notify
the Agent of the sale of such participation.  A transferor
Bank shall have no right to vote as a Bank hereunder or
under any of the other Loan Documents for purposes of
granting consents or waivers or for purposes of agreeing to
amendments or modifications to any of the Loan Documents or
for purposes of making requests to the Agent pursuant to
Section 12.1 or Section 12.2 to the extent that such participation is
beneficially owned by the Borrower or any Affiliate of the
Borrower, and the determination of the Majority Banks shall
for all purposes of this Credit Agreement and the other
Loan Documents be made without regard to the interest of
such transferor Bank in the Loans or Reimbursement
Obligations to the extent of such participation.

	18.8.  Miscellaneous Assignment Provisions.  Any
assigning Bank shall retain its rights to be indemnified
pursuant to Section 15 with respect to any claims or actions
arising prior to the date of such

<PAGE>
				-91-

assignment.  If any assignee Bank is not incorporated under
the laws of the United States of America or any state thereof,
it shall, prior to the date on which any interest or fees are
payable hereunder or under any of the other Loan Documents for
its account, deliver to the Borrower and the Agent
certification as to its exemption from deduction or
withholding of any United States federal income taxes.  If
any Reference Bank transfers all of its interest, rights
and obligations under this Credit Agreement, the Agent
shall, in consultation with the Borrower and with the
consent of the Borrower and the Majority Banks, appoint
another Bank to act as a Reference Bank hereunder.
Anything contained in this Section 18 to the contrary
notwithstanding, any Bank may at any time pledge all or any
portion of its interest and rights under this Credit
Agreement (including all or any portion of its Notes) to
any of the twelve Federal Reserve Banks organized under Section 4
of the Federal Reserve Act, 12 U.S.C. Section 341.  No such pledge
or the enforcement thereof shall release the pledgor Bank
from its obligations hereunder or under any of the other
Loan Documents.

	18.9.  Assignment by Borrower.  The Borrower shall not
assign or transfer any of its rights or obligations under
any of the Loan Documents without the prior written consent
of each of the Banks.

			19.  NOTICES, ETC.

	Except as otherwise expressly provided in this Credit
Agreement, all notices and other communications made or
required to be given pursuant to this Credit Agreement or
the Notes or any Letter of Credit Applications shall be in
writing and shall be delivered in hand, mailed by United
States registered or certified first class mail, postage
prepaid, sent by overnight courier, or sent by telegraph,
telecopy, facsimile or telex and confirmed by delivery via
courier or postal service, addressed as follows:

		(a)     if to the Borrower, at One Technology Drive,
	P. O. Box 188, Rogers, Connecticut  06263-0188,
	Attention: Robert M. Soffer, Vice President and
	Treasurer or at such other address for notice as the
	Borrower shall last have furnished in writing to the
	Person giving the notice;

		(b)     if to the Agent, at 100 Federal Street, MA
	DE 10010A Boston, Massachusetts 02110, USA, Attention:
	Roger C. Boucher, Director, or such other address for
	notice as the Agent shall last have furnished in
	writing to the Person giving the notice; and

		(c)     if to any Bank, at such Bank's address set
	forth on Schedule 1 hereto, or such other address for
	notice as such Bank shall have last furnished in
	writing to the Person giving the notice.

<PAGE>

				-92-

	Any such notice or demand shall be deemed to have been
duly given or made and to have become effective (i) if
delivered by hand, overnight courier or facsimile to a
responsible officer of the party to which it is directed,
at the time of the receipt thereof by such officer or the
sending of such facsimile and (ii) if sent by registered or
certified first-class mail, postage prepaid, on the third
Business Day following the mailing thereof.

			20.  GOVERNING LAW.

	THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED THEREIN, EACH OF THE OTHER LOAN
DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE COMMONWEALTH
OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS
APPLICABLE TO CONFLICTS OR CHOICE OF LAW).  EACH OF THE
PARTIES AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE
BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS
OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF
PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY
MAIL AT THE ADDRESS SPECIFIED IN SECTION 19.  EACH OF THE PARTIES
HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR
THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

			21.  HEADINGS.

	The captions in this Credit Agreement are for
convenience of reference only and shall not define or limit
the provisions hereof.

			22.  COUNTERPARTS.

	This Credit Agreement and any amendment hereof may be
executed in several counterparts and by each party on a
separate counterpart, each of which when executed and
delivered shall be an original, and all of which together
shall constitute one instrument.  In proving this Credit
Agreement it shall not be necessary to produce or account
for more than one such counterpart signed by the party
against whom enforcement is sought.


<PAGE>


				-93-


		23.  ENTIRE AGREEMENT, ETC.

	The Loan Documents and any other documents executed in
connection herewith or therewith express the entire
understanding of the parties with respect to the
transactions contemplated hereby. Neither this Credit
Agreement nor any term hereof may be changed, waived,
discharged or terminated, except as provided in Section 25.

		24.  WAIVER OF JURY TRIAL.

	The Borrower hereby waives its right to a jury trial
with respect to any action or claim arising out of any
dispute in connection with this Credit Agreement, the Notes
or any of the other Loan Documents, any rights or
obligations hereunder or thereunder or the performance of
such rights and obligations.  Except as prohibited by law,
the Borrower hereby waives any right it may have to claim
or recover in any litigation referred to in the preceding
sentence any special, exemplary, punitive or consequential
damages or any damages other than, or in addition to,
actual damages.  The Borrower (i) certifies that no
representative, agent or attorney of any Bank or the Agent
has represented, expressly or otherwise, that such Bank or
the Agent would not, in the event of litigation, seek to
enforce the foregoing waivers and (ii) acknowledges that
the Agent and the Banks have been induced to enter into
this Credit Agreement, the other Loan Documents to which it
is a party by, among other things, the waivers and
certifications contained herein.

		25.  CONSENTS, AMENDMENTS, WAIVERS, ETC.

	Any consent or approval required or permitted by this
Credit Agreement to be given by the Banks may be given, and
any term of this Credit Agreement, the other Loan Documents
or any other instrument related hereto or mentioned herein
may be amended, and the performance or observance by the
Borrower or any of its Subsidiaries of any terms of this
Credit Agreement, the other Loan Documents or such other
instrument or the continuance of any Default or Event of
Default may be waived (either generally or in a particular
instance and either retroactively or prospectively) with,
but only with, the written consent of the Borrower and the
written consent of the Majority Banks. Notwithstanding the
foregoing, the rate of interest on the Notes (other than
interest accruing pursuant to Section 5.11 following the
effective date of any waiver by the Majority Banks of the
Default or Event of Default relating thereto) or the
amount of the commitment fee or Letter of Credit Fees may
not be decreased without the written consent of each Bank
affected thereby; any guaranty of the Obligations may not
be released without the written consent of each Bank
affected thereby;

<PAGE>
			   -94-


the amount of the Commitments may not be increased and
without the written consent of the Borrower and of each
Bank affected thereby; the Maturity Date and any required
payment dates may not be postponed without the written
consent of each Bank affected thereby; this Section 25
and the definition of Majority Banks may not be amended,
without the written consent of all of the Banks; and the
amount of the Agent's Fee and Section 14 may not be
amended without the written consent of the Agent.  No
waiver shall extend to or affect any obligation not
expressly waived or impair any right consequent thereon.
No course of dealing or delay or omission on the part of
the Agent or any Bank in exercising any right shall operate
as a waiver thereof or otherwise be prejudicial thereto.
No notice to or demand upon the Borrower shall entitle the
Borrower to other or further notice or demand in similar or
other circumstances.

			26.  SEVERABILITY.

	The provisions of this Credit Agreement are severable
and if any one clause or provision hereof shall be held
invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability
shall affect only such clause or provision, or part
thereof, in such jurisdiction, and shall not in any manner
affect such clause or provision in any other jurisdiction,
or any other clause or provision of this Credit Agreement
in any jurisdiction.

	27.  REPRESENTATIONS AND WARRANTIES OF THE BANKS AND THE
				 AGENT.

	Each of the Banks and the Agent represents and
warrants to the Borrower that the execution, delivery and
performance of this Credit Agreement and the other Loan
Documents to which the Agent or such Bank, as the case may
be, is a party and the transactions contemplated hereby and
thereby (i) are within the authority (corporate or
otherwise) of such Person, (ii) have been duly authorized
by all necessary proceedings (corporate or otherwise),
(iii) do not conflict with or result in any breach or
contravention of any provision of law, statute, rule or
regulation to which such Person is subject or any judgment,
order, writ, injunction, license or permit applicable to
such Person, and (iv) do not conflict with any provision of
the charter or bylaws of, or any agreement or other
instrument binding upon, such Person.



[remainder of page intentionally left blank]


<PAGE>


			     -95-

	IN WITNESS WHEREOF, the undersigned have duly executed
this Credit Agreement as a sealed instrument as of the date
first set forth above.


					ROGERS CORPORATION


					By: /s/ Robert M. Soffer
					    Name:  Robert M. Soffer
					    Title: Vice President and
						   Treasurer

					FLEET NATIONAL BANK,
					individually and as Agent


					By: /s/ Roger C. Boucher
					   Name:  Roger C. Boucher
					   Title:    Director


					CITIZENS BANK OF CONNECTICUT


					By: /s/  Patricia D. Donnelly
					   Name:  Patricia D. Donnelly
					   Title:    Vice President

				SCHEDULE 1

		Banks; Commitments; Commitment Percentages


   Bank; Address;
Domestic Lending Office;      Commitment
Eurodollar Lending Office     Percentage        Commitment



Fleet National Bank
100 Federal Street, MA DE
10010A
Boston, MA  02110
Attn: Roger C. Boucher           60.0%         $45,000,000



Citizens Bank of Connecticut
90 State House Square
Hartford, Connecticut 06103
Attn: Patricia D. Donnelly       40.0%         $30,000,000



TOTAL                            100%          $75,000,000


<PAGE>

								     BD Draft
								     12/07/00

								    Exhibit A

				FORM OF
			REVOLVING CREDIT NOTE

($       )                                                               Date

	FOR VALUE RECEIVED, the undersigned Rogers
Corporation, a  Massachusetts corporation (the "Borrower"),
hereby promises to pay to the order of (              ),
a (            ) (the "Bank") at the Agent's Head
Office at 100 Federal Street, Boston, Massachusetts 02110:

	(a)     prior to or on the Maturity Date, the
	principal amount of [Insert Bank's Commitment] DOLLARS
	($     ) or, if less, the aggregate unpaid principal
	amount of Loans advanced by the Bank to the Borrower
	pursuant to the Multicurrency Revolving Credit
	Agreement dated as of December 8, 2000 (as amended,
	modified, supplemented or restated and in effect from
	time to time, the "Credit Agreement"), among the
	Borrower, the Bank, the other lending institutions
	party thereto and Fleet National Bank, as agent (the
	"Agent"); and

	(b)     interest on the principal balance hereof
	from time to time outstanding, from the Closing Date
	under the Credit Agreement through and including the
	repayment in full hereof and termination of all
	commitments under the Credit Agreement, at the times
	and at the rates set forth in the Credit Agreement.

	This Revolving Credit Note (this "Note") evidences
borrowings under and has been issued by the Borrower in
accordance with the terms of the Credit Agreement.  The
Bank and any holder hereof is entitled to the benefits of
the Credit Agreement and the other Loan Documents, and may
enforce the agreements of the Borrower contained therein,
and any holder hereof may exercise the respective remedies
provided for thereby or otherwise available in respect
thereof, all in accordance with the respective terms
thereof.  All capitalized terms used in this Note and not
otherwise defined herein shall have the same meanings
herein as in the Credit Agreement.

	The Borrower irrevocably authorizes the Bank to make
or cause to be made, at or about the time of the Drawdown
Date of any Loan or at the time of receipt of any payment
of principal of this Note, an

<PAGE>

			     -2-

appropriate notation on the grid attached to this Note,
or the continuation of such grid, or any other similar record,
including computer records, reflecting the making of such Loan
or (as the case may be) the receipt of such payment.  The
outstanding amount of the Loans set forth on the grid attached to
this Note, or the continuation of such grid, or any other
similar record, including computer records, maintained by
the Agent with respect to any Loans shall be prima facie
evidence of the principal amount thereof owing and unpaid
to the Agent, but the failure to record, or any error in so
recording, any such amount on any such grid, continuation
or other record shall not limit or otherwise affect the
obligation of the Borrower hereunder or under the Credit
Agreement to make payments of principal of and interest on
this Note when due.

	The Borrower has the right in certain circumstances
and the obligation in certain other circumstances to prepay
the whole or part of the principal of this Note on the
terms and conditions specified in the Credit Agreement.

	If any one or more of the Events of Default shall
occur, the entire unpaid principal amount of this Note and
all of the unpaid interest accrued thereon may become or be
declared due and payable in the manner and with the effect
provided in the Credit Agreement.

	No delay or omission on the part of the Bank or any
holder hereof in exercising any right hereunder shall
operate as a waiver of such right or of any other rights of
the Bank or such holder, nor shall any delay, omission or
waiver on any one occasion be deemed a bar or waiver of the
same or any other right on any further occasion.

	The Borrower and every endorser and guarantor of this
Note or the obligation represented hereby waives
presentment, demand, notice, protest and all other demands
and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and
assents to any extension or postponement of the time of
payment or any other indulgence, to any substitution,
exchange or release of collateral and to the addition or
release of any other party or person primarily or
secondarily liable.

	THIS NOTE AND THE OBLIGATIONS OF THE BORROWER
HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH
OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO
CONFLICTS OR CHOICE OF LAW).  THE BORROWER AGREES THAT ANY
SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE
COURTS OF THE

<PAGE>



			      -3-

COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING
THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF
SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS
SPECIFIED IN SECTION 19 OF THE CREDIT AGREEMENT.  THE BORROWER
HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH
SUIT IS BROUGHT IN AN INCONVENIENT COURT.

	This Note shall be deemed to take effect as a sealed
instrument under the laws of The Commonwealth of
Massachusetts.

	IN WITNESS WHEREOF, the undersigned has caused this
Revolving Credit Note to be signed in its corporate name by
its duly authorized officer as of the day and year first
above written.


				ROGERS CORPORATION



				By:
				    Name:
				    Title:

<PAGE>


		   Amount of        Balance of
	Amount   Principal Paid     Principal    Notation
Date   of Loan    or Prepaid          Unpaid     Made By:



<PAGE>








								     BD Draft
								     12/08/00

								    EXHIBIT B

			FORM OF LOAN REQUEST


			     , 200



Fleet National Bank, as Agent
100 Federal Street
Boston, Massachusetts  02110

Attention:  Multinational Division

	Re:  Loan Request under Multicurrency Revolving Credit
Agreement

Ladies and Gentlemen:

	Reference is hereby made to that certain Multicurrency
Revolving Credit Agreement, dated as of December 8, 2000
(as the same may be amended, modified, supplemented or
restated and in effect from time to time, the "Credit
Agreement"), by and among ROGERS CORPORATION, a
Massachusetts corporation (the "Borrower"), FLEET NATIONAL
BANK and the other lending institutions which are or may
become parties thereto from time to time (collectively, the
"Banks"), and FLEET NATIONAL BANK, as agent (the "Agent")
for the Banks.  Capitalized terms which are used herein
without definition and which are defined in the Credit
Agreement shall have the same meanings herein as in the
Credit Agreement.

	Pursuant to Section 2.6 of the Credit Agreement, we hereby
request that a Loan consisting of [a Prime Rate Loan in the
principal amount of $(          )  or (a Eurocurrency Rate
Loan in the principal amount of $(          ) with an
Interest Period of     ) or (a Eurocurrency Rate Loan
denominated in the optional currency of (Japanese
Yen/Belgian Francs/the Euro) in the principal amount of
	 with an interest period of         ) be made on
  , 200 .  We understand that this request is
irrevocable and binding on us and obligates us to accept
the requested Loan on such date.

	We hereby certify (a) that we will use the proceeds of
the requested Loan in accordance with the provisions of the
Credit Agreement, and (b) that each of the conditions set
forth in Section 11.1 of the Credit Agreement have been satisfied.

						Very truly yours,

						ROGERS CORPORATION



						By:
						  Name:
						  Title:

<PAGE>


BD Draft
12/07/00

EXHIBIT C
FORM OF
COMPLIANCE CERTIFICATE


___________, 200__


To the Banks Party to the
  Credit Agreement Referred to Below
c/o Fleet National Bank, as Agent
100 Federal Street
Boston, Massachusetts 02110

Attn: Multinational Division

	Re:     Compliance Certificate

Ladies and Gentlemen:

	Reference is made to the Multicurrency Revolving
Credit Agreement, dated as of December 8, 2000 (as amended,
modified, supplemented or restated and in effect from time
to time, the "Credit Agreement"), by and among ROGERS
CORPORATION, a Massachusetts corporation (the "Borrower"),
FLEET NATIONAL BANK, a national banking association, and
the other lending institutions party thereto from time to
time (collectively, the "Banks"), and FLEET NATIONAL BANK,
as agent for the Banks (in such capacity, the "Agent").
Capitalized terms used herein without definition that are
defined in the Credit Agreement shall have the respective
meanings assigned to such terms in the Credit Agreement.

	Pursuant to Section 7.4 of the Credit Agreement, a
principal financial or accounting officer of the Borrower hereby
certifies to each of you as follows:  (a) the information
furnished in the calculations attached hereto was true and
correct as of the last day of the fiscal [year] [quarter]
next preceding the date of this certificate; (b) as of the
date of this certificate, there exists no Event of Default
or condition which would, with either (or both) the giving
of notice or the lapse of time, result in an Event of
Default; and (c) the financial statements delivered
herewith were prepared in accordance with generally
accepted accounting principles (as defined in the Credit
Agreement), except, in the case of quarterly statements,
for year-end adjustments and provisions for footnotes.


	IN WITNESS WHEREOF, the undersigned officer has
executed this Compliance Certificate as of the date first
written above.

						ROGERS CORPORATION


						By:_______________________________
							Name:
							Title:



Compliance Certificate Worksheet


ROGERS CORPORATION

As of ______________

Section
	Calculation

9.1             Leverage Ratio.
(four consecutive fiscal quarters then ended)

	A.  Total Funded Indebtedness:

	   (1)  Indebtedness for borrowed money
		(including notes and bonds):                        $
	   (2)  plus purchase money Indebtedness:                   $
	   (3)  plus Indebtedness with respect to Capitalized
		Leases: and Synthetic Leases                        $
	   (4)  Total:                                              $


	B.  EBITDA:

	   (1)  Consolidated Net Income:                            $
	   (2)  plus depreciation and amortization and similar
		non-cash charges:                                   $
	   (3)  plus income tax expense:                            $
	   (4)  plus Consolidated Total Interest Expense:           $
	   (5)  minus net income (or deficit) of joint ventures,
		except to the extent actually received in cash:     $
	   (6)  Total:                                              $

	C.      Ratio of A(4) to B(6):                              :
								 --- ---
	D.      Maximum Permitted Leverage Ratio:               2.00:1.00

9.2             Interest Coverage Ratio.
		(four fiscal quarters then ended)

	    A.  EBITDA (see 9.1(B)):                                $

	    B.  Consolidated Total Interest Expense:                $

	    C.  Ratio of A to B:                                    :
								 --- ---
<PAGE>


			       -2-


	     D. Minimum Required Interest Coverage Ratio:       4.50:1.00

9.3             Capital Expenditures
		(any fiscal year)

	     A.  Capital Expenditures:                               $

	     B.  Maximum Permitted Capital Expenditures
		 ($35,000,000 plus permitted carryover of unused
		 Capital Expenses from prior year):                  $

9.4          Consolidated Net Worth Minimum
	     (four fiscal quarters then ended)

	     A.  Consolidated Net Worth:

		(1) Consolidated Total Assets:                       $
		(2) minus Consolidated Total Liabilities:            $
		(3) minus subscriptions receivable:                  $
		(4) Total:                                           $

	     B.  Required Consolidated Net Worth Minimum:

		(1) $123,000,000
		$123,000,000
		(2) plus 50% of positive Consolidated Net Income
		    Subsequent to July 2, 2000:                      $
		(3) Total Required:                                  $





								    BD Draft
								    12/07/00

								   EXHIBIT D

			FORM OF ASSIGNMENT AND ACCEPTANCE
			     Dated as of , 200

	Reference is made to the Multicurrency Revolving
Credit Agreement, dated as of December 8, 2000 (as amended
and in effect from time to time, the "Credit Agreement"),
by and among ROGERS CORPORATION, a Massachusetts
corporation (the "Borrower"), FLEET NATIONAL BANK and the
other lending institutions party thereto (collectively, the
"Banks"), and FLEET NATIONAL BANK, as agent for the Banks
(in such capacity, the "Agent").  Capitalized terms used
herein without definition that are defined in the Credit
Agreement shall have the meanings assigned to such terms in
the Credit Agreement.
__________ (the "Assignor") and _________ (the
"Assignee") hereby agree as follows:

     2.  Assignment.  Subject to the terms and conditions of
this Assignment and Acceptance, the Assignor hereby sells
and assigns to the Assignee, and the Assignee hereby
purchases and assumes without recourse to the Assignor, a
$_________ interest in and to the rights, benefits,
indemnities and obligations of the Assignor under the
Credit Agreement equal to ______% in respect of the Total
Commitment immediately prior to the Effective Date (as
hereinafter defined).
29.  Assignor's Representations.  The Assignor (i)
represents and warrants that (A) it is legally authorized
to enter into this Assignment and Acceptance, (B) as of the
date hereof, its Commitment is $__________, its Commitment
Percentage is __________% the Dollar Equivalent of the
aggregate outstanding principal balance of its Loans equals
$___________, the aggregate amount of its Letter of Credit
Participations equals $__________ (in each case after
giving effect to the assignment contemplated hereby but
without giving effect to any contemplated assignments which
have not yet become effective), and (C) immediately after
giving effect to all assignments which have not yet become
effective, the Assignor's Commitment Percentage will be
sufficient to give effect to this Assignment and
Acceptance, (ii) makes no representation or warranty,
express or implied, and assumes no responsibility with
respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or any
of the other Loan Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, the other Loan Documents or any
other instrument or document furnished pursuant thereto or
the attachment, perfection or priority of any security
interest or mortgage, other than that it is the legal and
beneficial owner of the interest being assigned by it
hereunder free and clear of any claim or encumbrance; (iii)
makes no representation or warranty and assumes no

<PAGE>

			     -2-

responsibility with respect to the financial condition of
the Borrower or any of its Subsidiaries or any other Person
primarily or secondarily liable in respect of any of the
Obligations, or the performance or observance by the
Borrower or any of its Subsidiaries or any other Person
primarily or secondarily liable in respect of any of the
Obligations of any of its obligations under the Credit
Agreement or any of the other Loan Documents or any other
instrument or document delivered or executed pursuant
thereto; and (iv) attaches hereto the Revolving Credit Note
delivered to it under the Credit Agreement.
The Assignor requests that the Borrower exchange the
Assignor's Revolving Credit Note for new Revolving Credit
Notes payable to the Assignor and the Assignee as follows:

Note Payable to                       Amount of Revolving
  the Order of:                       Credit Note


Assignor                              $__________
Assignee                              $__________

     3.  Assignee's Representations.  The Assignee (i)
represents and warrants that (A) it is duly and legally
authorized to enter into this Assignment and Acceptance,
(B) the execution, delivery and performance of this
Assignment and Acceptance do not conflict with any
provision of law or of the charter or by-laws of the
Assignee, or of any agreement binding on the Assignee, (C)
all acts, conditions and things required to be done and
performed and to have occurred prior to the execution,
delivery and performance of this Assignment and Acceptance,
and to render the same the legal, valid and binding
obligation of the Assignee, enforceable against it in
accordance with its terms, have been done and performed and
have occurred in due and strict compliance with all
applicable laws; (ii) confirms that it has received a copy
of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 7.4
thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance;
(iii) agrees that it will, independently and without
reliance upon the Assignor, the Agent or any other Bank and
based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit
Agreement; (iv) represents and warrants that it is an
Eligible Assignee; (v) appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise
such powers under the Credit Agreement and the other Loan
Documents as are delegated to the Agent by the terms
thereof, together with such powers as are reasonably
incidental thereto; (vi) agrees that it will perform in
accordance with their terms all the obligations which by
the terms of the Credit Agreement are required to be
performed by it as a Bank; and (vii) acknowledges that it
has made arrangements with the Assignor satisfactory to the
Assignee with respect to its pro rata share of Letter of
Credit Fees in respect of outstanding Letters of Credit, if
any.

     4.  Effective Date.  The effective date for this
Assignment and Acceptance shall be ____ ____, 200_ (the
"Effective Date").  Following the execution of this
Assignment and Acceptance and the consent, if required, of
the Borrower hereto having been obtained, each party hereto
shall deliver its duly executed counterpart hereof to the
Agent for acceptance by the Agent and recording in the
Register by the Agent.  Schedule 1 to the Credit Agreement
shall thereupon be replaced as of the Effective Date by
Schedule 1 annexed hereto.

     5.  Rights Under Credit Agreement.  Upon such acceptance
and recording, from and after the Effective Date, (i) the
Assignee shall be a party to the Credit Agreement and, to
the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Bank thereunder, and (ii)
the Assignor shall, with respect to that portion of its
interest under the Credit Agreement assigned hereunder,
relinquish its rights and be released from its obligations
under the Credit Agreement; provided, however, that the
Assignor shall retain its rights to be indemnified pursuant
to Section 15.2 of the Credit Agreement with respect to any claims
or actions arising prior to the Effective Date.

     6.  Payments.  Upon such acceptance of this Assignment and
Acceptance by the Agent and such recording, from and after
the Effective Date, the Agent shall make all payments in
respect of the rights and interests assigned hereby
(including payments of principal, interest, fees and other
amounts) to the Assignee.  The Assignor and the Assignee
shall make any appropriate adjustments in payments for
periods prior to the Effective Date by the Agent or with
respect to the making of this assignment directly between
themselves.

     7.  Governing Law.  THIS ASSIGNMENT AND ACCEPTANCE IS
INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT TO BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO
PRINCIPLES OF CONFLICTS OR CHOICE OF LAWS).  THE PARTIES
AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS ASSIGNMENT
AND ACCEPTANCE MAY BE BROUGHT IN THE COURTS OF THE
COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING
THEREIN AND CONSENT TO THE NONEXCLUSIVE JURISDICTION OF
SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON THE PARTIES BY MAIL AT THE ADDRESS
SPECIFIED IN SECTION 19 OF THE CREDIT AGREEMENT.  EACH OF THE
PARTIES HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH
COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT
COURT.

<PAGE>

				  -4-


     8.  Counterparts.  This Assignment and Acceptance may be
executed in any number of counterparts which shall together
constitute but one and the same agreement.

<PAGE>

				   -5-

IN WITNESS WHEREOF, intending to be legally bound,
each of the undersigned has caused this Assignment and
Acceptance to be executed on its behalf by its officer
thereunto duly authorized, as of the date first above
written.

			       [ASSIGNOR]

				By:
				  Name:
				  Title:


			       [ASSIGNEE]

				By:
				  Name:
				  Title:
CONSENTED TO:
FLEET NATIONAL BANK,
  as Agent

By:
Name:
Title:


ROGERS CORPORATION

By:
Name:
Title:




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
