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<SEC-DOCUMENT>0000084748-03-000005.txt : 20030331
<SEC-HEADER>0000084748-03-000005.hdr.sgml : 20030331
<ACCEPTANCE-DATETIME>20030331134822
ACCESSION NUMBER:		0000084748-03-000005
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		14
CONFORMED PERIOD OF REPORT:	20021229
FILED AS OF DATE:		20030331

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:			1229

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04347
		FILM NUMBER:		03629079

	BUSINESS ADDRESS:	
		STREET 1:		P.O. BOX 188
		STREET 2:		ONE TECHNOLOGY DRIVE
		CITY:			ROGERS
		STATE:			CT
		ZIP:			06263-0188
		BUSINESS PHONE:		8607749605
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>edgar10k2002.txt
<DESCRIPTION>2002 ANNUAL REPORT ON FORM 10-K
<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 29, 2002

                           		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 5, 2003 was $444,639,478.
The number of shares of Capital Stock, $1 par value, outstanding as of
March 5, 2003 was 15,364,184.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's annual report to shareholders for the
fiscal year ended December 29, 2002 are incorporated by reference
into Parts I and II.

Portions of the proxy statement for the Registrant's 2003 annual meeting
of stockholders to be held April 24, 2003, 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	   8


                                       PART II

	 5. Market for Registrant's Common Equity and Related
            Stockholder Matters	                                   8

	 6. Selected Financial Data	                           8

	 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	   9

	11. Executive Compensation	                           9

	12. Security Ownership of Certain Beneficial Owners
            and Management	                                   9

	13. Certain Relationships and Related Transactions	   9

	14. Controls and Procedures	                           9


                                      PART IV

	15. Exhibits and Reports on Form 8-K	                  10

                                     SIGNATURES

            Signatures	                                          14

            Certifications Pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002	                          15

<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 its
materials based businesses, which include 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, high performance
foams; and the electroluminescent lamp joint venture with 3M.  An
increasingly large percentage of these materials are going into
growing high technology applications, such as cell telephone base
stations and antennas, handheld wireless devices and satellite
television receivers.

             BUSINESS SEGMENT FINANCIAL AND GEOGRAPHIC INFORMATION

"Business Segment and Geographic Information" on pages 48-50 of the
annual report to shareholders for the year ended December 29, 2002, 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 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, silicone foams, and
polyolefin 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; PORON cushion
insole materials for footwear and related products; PORON healthcare
and medical materials for body cushioning, orthotic appliances;
BISCO(R) silicone foams used for making flame

                                         1
<PAGE>


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.  The Company's polyolefin
foams are used in a range of industrial and consumer applications.

One of the Company's joint ventures extends and complements the Company's
worldwide business in High Performance Foams.  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 other 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
handheld and laptop computers, portable electronic devices, and hard
disk drives.  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 trace suspension
assemblies 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.

Rogers Chang Chun Technology Co., Ltd. ("RCCT"), the Company's joint
venture with Chang Chun Plastics Co., Ltd., which was established in
late 2001 to manufacture flexible circuit material for customers in
Taiwan, saw its first sales in 2002.  While the sales were slightly
lower than the Company's expectations, progress was definitely made in
establishing a foothold in this market and the Company looks to the
future for this positive trend to continue.

Industrial laminates are manufactured by the Company under the Induflex(R)
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.

                                      2

<PAGE>

POLYMER MATERIALS AND COMPONENTS

Polymer Materials and Components include high performance elastomer
components, composite materials, and power distribution bus bars.  The
Company's Polymer Materials and Components 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.

Polymer Materials and Components are sold to printers and original
equipment manufacturers for applications in transportation, communications,
imaging, computer, consumer and other markets.  Trade names for the
Company's Polymer Materials and Components include:  NITROPHYL(R) floats
for fill level sensing in fuel tanks, motors, and storage tanks; and
ENDUR(R) elastomer rollers and belts for document handling in copiers,
computer printers, mail sorting machines and automated teller machines.

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, industrial pre-filtration applications, and as consumable
supplies in the lithographic printing industry.

One of the Company's joint ventures complements the Company's worldwide
business in Polymer Materials and Components.  This is Durel Corporation,
a 50% owned venture with 3M, which manufactures DUREL(R) electroluminescent
lamps ("EL Lamps") and phosphor, in Chandler, Arizona.  The Company also
designs and sells inverters that power EL lamps.

                                     BACKLOG

Excluding joint venture activity, the backlog of firm orders for High
Performance Foams was $5,841,000 at December 29, 2002 and $3,611,000
at December 30, 2001.  The backlog of firm orders for Printed Circuit
Materials was $7,210,000 at December 29, 2002 and $7,384,000 at
December 30, 2001.  The backlog of firm orders for Polymer Materials
and Components was $8,629,000 at December 29, 2002 and $12,273,000 at
December 30, 2001.  The amount of unfilled orders is reasonably stable
throughout the year.

                                  RAW MATERIALS

The manufacture of High Performance Foams, Printed Circuit Materials
and 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 210 people in the High Performance
Foams operations, 430 people in the Printed Circuit Materials operations,
and 611 people in the Polymer and  Materials operations during 2002.

                                   SEASONALITY

In the Company's opinion, there is no material concentration of products
or markets within the business which are seasonal in nature.


                                         3
<PAGE>


                            CUSTOMERS & MARKETING

The Company's products were sold to approximately 2,400 customers
worldwide in 2002. 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.


                               ENVIRONMENTAL REGULATION

The nature and scope of the Company's business bring it in regular
contact with the general public and a variety of businesses and
government agencies.  Such activities inherently subject the Company
to the possibility of litigation, including environmental matters
that are defended and handled in the ordinary course of business.
The Company has established accruals for matters for which management
considers a loss to be probable and reasonably estimable.

The Company does not believe that the outcome of any of these
matters will have a material adverse effect on its financial
position nor has the Company had any material recurring costs or
capital expenditures relating to environmental matters, except as
disclosed in Item 3 of this report. However, there can be no assurances
that the ultimate liability concerning these matters will not have
a material adverse effect on the Company.


                                        4

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.

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

Walter E. Boomer, 64	President and Chief Executive Officer       April 2002
Chairman of the Board	from March 1997 to April 2002
of Directors and Chief
Executive Officer

Robert D. Wachob, 55	Executive Vice President from January       April 2002
President and Chief     2000 to April 2002; Senior
Operating Officer	Vice President, Sales and Marketing
                        from May 1997 to January 2000.

James M. Rutledge, 50	Vice President, Finance and Chief        December 2002
Vice President,         Financial Officer from June 2002 to
Finance and Chief       December 2002; Vice President, Finance
Financial Officer       and Chief Financial Officer and Secretary
and Treasurer           from January 2002 to June 2002; Chief
                        Financial Officer of Baldwin Technology
                        Company Inc. from January 2000 to July
                        2001; Vice President Finances and Taxes
                        of Rayonier, Inc. from March 1999 to
                        January 2000; Vice President and
                        Treasurer of Witco Corporation
                        October 1990 to March 1999.

Bruce G. Kosa, 63		                                 October 1994
Vice President,
Technology

John A. Richie, 55		                                 October 1994
Vice President,
Human Resources

Robert M. Soffer, 55   Vice President, Secretary and Treasurer  December 2002
Vice President and     and Clerk from June 2002 to December
Secretary and Clerk    2002; Vice President, Assistant Secretary
                       and Treasurer and Clerk from April 2000
                       to June 2002; Treasurer and Assistant
		       Secretary and Clerk from February 1992
	               to April 2000.

Paul B. Middleton, 35  Division Controller for Cooper           December 2001
Corporate Controller   Industries from November 1999 to
                       December 2001; Internal Audit Manager
                       of Cooper Industries from December 1997
                       to November 1999; Audit Manager for KPMG
                       Peat Marwick from April 1996 to
                       December 1997.

                                         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.

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

High Performance Foams
- ----------------------
Woodstock, Connecticut      152,000	Manufacturing	                Owned
Carol Stream, Illinois      215,000     Manufacturing	                Owned

Printed Circuit Materials
- -------------------------
Chandler, Arizona	    156,000	Manufacturing	                Owned
	                      4,000	Warehouse	                Owned
	                     11,000	Rental Property	                Owned
Chandler, Arizona	    142,000	Manufacturing	                Owned
Evergem, Belgium	     80,000	Manufacturing			Owned
Ghent, Belgium
   Rogers NV	             17,000	Manufacturing	                Owned
   Rogers Induflex NV	     96,000	Manufacturing	                Owned

Polymer Materials and Components
- --------------------------------
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
Chandler, Arizona           160,000     Manufacturing                   Owned
Suzhou, China                93,000     Manufacturing     Leased through 6/05
Suzhou, China                93,000     Manufacturing     Leased through 6/05
Tokyo, Japan	              2,000	Sales Office      Leased through 9/04
Wanchai, Hong Kong	      1,000	Sales Office	  Leased through 3/04
Guangzhou, China              1,000     Sales Office      Leased through 3/04
Taipei, Taiwan, R.O.C.	      1,000	Sales Office	  Leased through 7/04
Seoul, Korea	              1,000	Sales Office	  Leased through 2/04
                                 50     Warehouse         Leased through 5/04
Singapore	              1,000	Sales Office	  Leased through 6/04



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 related to
such matters.

The Company is currently involved as a potentially responsible party ("PRP") .
in two cases involving waste disposal sites, both of which are Superfund sites.
These proceedings are at a stage where it is still not possible 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.  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

                                          6

<PAGE>

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 worked 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, monitored the site in 2001 and
2002, and will continue to monitor the site for the next two years. On the
basis of estimates prepared by environmental engineers and consultants, the
Company recorded a provision of $2,200,000 prior to 1999 and based on
updated estimates provided an additional $400,000 in 1999 for costs related
to this matter.  Prior to 2000, $1,300,000 was charged against this provision.
In 2000, 2001, and 2002 expenses of $900,000, $100,000, and $200,000 were
charged, respectively, against the provision.  The remaining 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")
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 disputed 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 placed that decision on appeal with the District of Columbia
Federal Court of Appeals in 2000.  In early January of 2002, the Company was
informed that the Court of Appeals reversed the decision. As a result of
this favorable decision, the $300,000 reserve for the fine was taken into
income in 2001.  However, subsequent to the favorable decision by the Court
of Appeals, the EPA continued to pursue this issue and settlement discussions
with the EPA were more protracted and difficult than originally anticipated.
As such, the Company recorded $325,000 for legal and other costs associated
with this matter in 2002.  On January 16, 2003, a settlement agreement was
signed with the EPA.  The costs associated with the settlement will not
exceed the provision recorded, which included a cash settlement payment to
the government of $45,000 plus a commitment to undertake some energy-related
environmental improvements at its facilities, as well as assistance to a
local Woodstock, Connecticut Fire Department for emergency preparedness.
Management believes, based on the facts currently available, that the
provision recorded in 2002 is adequate to cover the requirement of the
settlement.

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.  On May 11, 2001, the Company announced that active
discussions with Taconic to acquire the ADD business had been suspended
and it was not anticipated that the acquisition would occur.  Accordingly,
$1,500,000 in costs associated with this potential acquisition were written
off during the second quarter of 2001.  On October 23, 2001, the Company
terminated the acquisition agreement.  On October 24, 2001, Taconic filed
a breach of contract lawsuit against the Company in the United States
District Court for the District of Connecticut seeking damages in the
amount of $25,000,000 or more, as well as specific performance and
attorneys' fees. In September 2002, a confidential settlement agreement
concerning all matters raised in this litigation was negotiated and
entered into.  The settlement had no material impact on the 2002 results.

There recently has been a significant increase in certain U.S.
states in asbestos-related product liability claims against
numerous industrial companies.  The Company has been named,
along with hundreds of other industrial companies, as a defendant
in some of these cases.  The Company strongly believes it has
valid defenses to these claims and intends to defend itself
vigorously.  In addition, the Company believes that it has sufficient
insurance to cover all costs associated with these claims.  Based upon
past claims experience and available insurance coverage, management
believes these matters will not have a material adverse effect on the
financial position, results of operations, or cash flows of the Company.

In addition to the above issues, the nature and scope of the Company's
business bring it in regular contact with the general public and a variety
of businesses and government agencies.  Such activities inherently

                                    7

<PAGE>

subject the Company to the possibility of litigation, including
environmental and product liability matters that are defended and handled
in the ordinary course of business.  The Company has established accruals
for matters for which management considers a loss to be probable and
reasonably estimable.  It is the opinion of management that facts known
at the present time do not indicate that such litigation, after taking
into account insurance coverage and the aforementioned accruals, will have
a material adverse effect on the financial position of the Company.


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 53, under the caption
"Restriction on Payment of Dividends" in Note G on page 42, and under
the caption "Dividend Policy" in the "Management's Discussion and
Analysis" on page 20-21 of the 2002 annual report to shareholders.

At March 5, 2003, there were 927 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 15 of the 2002 annual report
to shareholders.

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 16 through 25
of the 2002 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 23 of the 2002 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 51 and under the caption "Quarterly Results of Operations" on
the back inside cover of the 2002 annual report to shareholders.

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

None.



                                     8

<PAGE>


                                    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 2 of the Registrant's definitive proxy statement
dated March 20, 2003, for its 2003 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 1
of this report.


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 pages 6 and 7 and "Executive
Compensation" on pages 8 through 16 of the Registrant's definitive
proxy statement, dated March 20, 2003, for its 2003 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 3 and "Beneficial
Ownership of More Than Five Percent of Rogers Stock" on page 4 of the
Registrant's definitive proxy statement, dated March 20, 2003, for its
2003 annual meeting of stockholders filed pursuant to Section 14(a) of
the Act.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to General Instruction G to form 10-K, there is hereby
incorporated by reference the iformation with respect to certain
relationships and related transactions set forth in Note D under
the caption "Summarzied Financial Information of Unconsolidated
Joint Ventures and Related Party Transactions" on page 38 of the
2002 annual report to shareholders.

Item 14.  CONTROLS AND PROCEDURES

   a. Our Chief Executive Officer and Chief Financial Officer have
      evaluated the effectiveness of our disclosure controls and
      procedures, as defined in Rules 13a-14(c) and 15d-14(c) under the
      Securities Exchange Act of 1934 (the "Exchange Act"), as of a date
      within 90 days prior to the filing date of this report (the
      "Evaluation Date").  Based on such evaluation, such officers
      have concluded that, as of the Evaluation Date, our disclosure
      controls and procedures are effective in alerting our management
      on a timely basis to material information required to be disclosed
      in our reports filed under the Exchange Act.

   b. There have been no significant changes in our internal controls or
      in other factors that could significantly affect such controls since
      the Evaluation Date.

                                       9

<PAGE>

                                      PART IV


Item 15. 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 29, 2002, are incorporated
                by reference in Item 8:

		Consolidated Balance Sheets - December 29, 2002 and
                  December 30, 2001
		Consolidated Statements of Income - Fiscal Years Ended
                  December 29, 2002, December 30, 2001, and
                  December 31, 2000
		Consolidated Statement of Shareholders' Equity -
                  Fiscal Years Ended December 29, 2002,
                  December 30, 2001, and December 31, 2000
		Consolidated Statements of Cash Flows - Fiscal Years
                  Ended December 29, 2002, December 30, 2001, and
                  December 31, 2000
		Notes to Consolidated Financial Statements -
                  December 29, 2002

	The following consolidated financial statement schedule of Rogers
        Corporation and Subsidiaries is included in Item 15 (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.

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

       2a Asset Purchase Agreement, dated September 19, 2002, between
          Rogers Corporation, Perstorp Composites Holding B.V., and Vyncolit
          North America Inc. for the divestiture of the Moldable Composites
          Division is file herewith.

       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*.

                                        10

<PAGE>


       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, June 22, 1995, April 25, 2002 and June 19, 2002.  The
          March 28, 1991, September 10, 1991 and June 22, 1995, amendments
          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)*.  The April 25, and June 19, 2002 amendments are filed
          herewith.

       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*.

       4b Certain Long-Term Debt Instruments, each representing indebtedness
          in an amount equal to less than 10 percent of the Registrant's
          total consolidated assets, have not been filed as exhibits to
          this Annual Report on Form 10-K.  The Registrant hereby undertakes
          to file these instruments with the Commission upon request.

      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, December 21, 1999 and October 7,
	  2002).  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*.  The October 7, 2002
          amendment is filed herewith.

      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
          and October 7, 2002). 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*.  The October 7, 2002
          amendment is filed herewith.


                                          11

<PAGE>

      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 and October 7,
          2002).  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*.
          The October 7, 2002 amendment is filed herewith.

      10k Rogers Corporation Long-Term Enhancement Plan for Senior
          Executives of Rogers Corporation** (December 18, 1997*, as amended
          April 4, 2000 and October 7, 2002) .  The April 4, 2000 amendment
          was file as Exhibit 10k to the 2000 Form 10-K*. The October 7,
	  2002 amendment is filed herewith.

      10l Rogers Corporation 1998 Stock Incentive Plan (1998, as amended
          September 9, 1999, December 21, 1999, October 10, 2001 and
          November 7, 2002 ).** 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*.  The October 10, 2001 and November 7, 2002
          amendments are file herewith.

      10m Multicurrency Revolving Credit Agreement dated December 8, 2000
          was filed as Exhibit 10m to the 2000 Form 10-K*.

      10n Rogers Corporation Excecutive Supplemental Agreement** for the
          Chairman of the Board and Chief Executive Officer dated
          December 5, 2002, is filed herewith.

      14  Portions of the Rogers Corporation 2002 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.

    23.1  Consent of Independent Auditors.

    99.1  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
          Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    99.2  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
          Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    99.3  Financial Statements for the Company's joint venture with 3M,
          Durel Corporation

 * 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 29, 2002.

(c)  Exhibits - The response to this portion of Item 15 is submitted
     within Item 15(a)(3) of this report.

(d)  Financial Statement Schedule


                                         12

<PAGE>


                    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 29, 2002:

Allowance for
  doubtful accounts	$ 1,363         $   --        $  (261)    $ 1,102


December 30, 2001:

Allowance for
  doubtful accounts	$ 1,804	        $   --        $  (441) 	  $ 1,363


December 31, 2000:

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





                                           13

<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 31, 2003			By /s/James M. Rutledge
					James M. Rutledge
					Vice President, Finance and
                                        Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 31, 2003, by the following persons
on behalf of the Registrant and in the capacities indicated.


By /s/Walter E. Boomer  	Chairman of the Board of Directors
   -------------------          and Chief Executive Officer
      Walter E. Boomer

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/Eileen S. Kraus           Director
   ------------------
      Eileen S. Kraus

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

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





                                        14

<PAGE>


- ----------------------------------------------------------------------
                            ROGERS CORPORATION
                        CERTIFICATIONS PURSUANT TO
                              SECTION 302 OF
                      THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Walter E. Boomer, certify that:


   1. I have reviewed this annual report on Form 10-K of Rogers
      Corporation;

   2. Based on my knowledge, this annual report does not contain any
      untrue statement of a material fact or omit to state a material
      fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not
      misleading with respect to the period covered by this annual
      report;

   3. Based on my knowledge, the financial statements, and other
      financial information included in this annual report, fairly
      present in all material respects the financial condition, results
      of operations and cash flows of the registrant as of, and for, the
      periods presented in this annual report;

   4. The registrant's other certifying officer and I are responsible
      for establishing and maintaining disclosure controls and procedures
      (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
      registrant and we have:

      a. designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including
         its consolidated subsidiaries, is made known to us by others
         within those entities, particularly during the period in which
         this annual report is being prepared;

      b. evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the
         filing date of this annual report (the "Evaluation Date"); and

      c. presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;

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

          a. all significant deficiencies in the design or operation of
             internal controls which could adversely affect the
             registrant's ability to record, process, summarize and
             report financial data and have identified for the
             registrant's auditors any material weaknesses in internal
             controls; and

          b. any fraud, whether or not material, that involves management
             or other employees who have a significant role in the
             registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in
   this annual report whether or not there were significant changes in
   internal controls or in other factors that could significantly affect
   internal controls subsequent to the date of our most recent evaluation,
   including any corrective actions with regard to significant deficiencies
   and material weaknesses.


/s/ Walter E. Boomer
- --------------------------------
Walter E. Boomer
Chairman of the Board and Chief Executive Officer
March 31, 2003

                                15

<PAGE>

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

CERTIFICATION

I, James M. Rutledge, certify that:

   1. I have reviewed this annual report on Form 10-K of Rogers
      Corporation;

   2. Based on my knowledge, this annual report does not contain any
      untrue statement of a material fact or omit to state a material
      fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not
      misleading with respect to the period covered by this annual
      report;

   3. Based on my knowledge, the financial statements, and other
      financial information included in this annual report, fairly
      present in all material respects the financial condition, results
      of operations and cash flows of the registrant as of, and for, the
      periods presented in this annual report;

   4. The registrant's other certifying officer and I are responsible
      for establishing and maintaining disclosure controls and procedures
      (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
      registrant and we have:

      a. designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including
         its consolidated subsidiaries, is made known to us by others
         within those entities, particularly during the period in which
         this annual report is being prepared;

      b. evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the
         filing date of this annual report (the "Evaluation Date"); and

      c. presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;

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

          a. all significant deficiencies in the design or operation of
             internal controls which could adversely affect the
             registrant's ability to record, process, summarize and
             report financial data and have identified for the
             registrant's auditors any material weaknesses in internal
             controls; and

          b. any fraud, whether or not material, that involves management
             or other employees who have a significant role in the
             registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in
   this annual report whether or not there were significant changes in
   internal controls or in other factors that could significantly affect
   internal controls subsequent to the date of our most recent evaluation,
   including any corrective actions with regard to significant deficiencies
   and material weaknesses.

/s/ James M. Rutledge
- ---------------------
James M. Rutledge
Vice President, Finance and Chief Financial Officer
March 31, 2003

                                       16
<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 China, Inc.	        100%	        Delaware

	Rogers Technologies
          Singapore, Inc.	        100%	        Delaware

	Rogers Specialty Materials
          Corporation	                100%	        Delaware

	Rogers Circuit Materials,
          Incorporated                  100%            Delaware

	Rogers Technologies
          (Suzhou) Co., Ltd.	        100%	        China

	TL Properties, Inc.	        100%	        Arizona

	World Properties, Inc.	        100%	        Illinois

	Rogers Technologies
          (Barbados) SRL	        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 accordingly
        are not consolidated in the consolidated financial statements
        of Rogers Corporation.

                                        F-1


		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 4,
2003, included in the 2002 Annual Report to Shareholders of Rogers
Corporation.

Our audits also included the financial statement schedule of Rogers
Corporation listed in Item 15(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, 333-42545, 333-50901, and
333-59634 and Form S-3 No. 33-53369) pertaining to various stock option
plans, employee savings plans, employee stock ownership plans, and stock
grants, of Rogers Corporation of our report dated February 4, 2003, 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) for the year ended December 29, 2002.



		                   ERNST & YOUNG LLP




Providence, Rhode Island
March 25, 2003



                                    F-2


<PAGE>

                               EXHIBIT 23.1

                      CONSENT OF INDEPENDENT AUDITORS


We 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, 333-42545, 333-50901, and 333-59634 and Form S-3
No. 33-53369) pertaining to various stock option plans,
employee savings plans, employee stock ownership plans,
and stock grants, of Rogers Corporation of our report
dated March 14, 2003, with respect to the financial
statements of Durel Corporation, included in this Annual
Report (Form 10-K) of Rogers Corporation for the year
ended December 29, 2002.


                                  /s/ Ernst & Young LLP

Phoenix, Arizona
March 25, 2003


                               F-3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>edgmda2002.txt
<DESCRIPTION>MANAGEMENT'S DISCUSSION AND ANALYSIS
<TEXT>
SELECTED FINANCIAL DATA

(Dollars in Thousands, Except per Share Amounts)
- ----------
                           2002       2001       2000       1999       1998
                         --------   --------   --------   --------   --------
SALES AND INCOME
- ----------
Net Sales                $219,438   $216,037   $248,215   $247,839   $216,574
Income Before Income
 Taxes                     24,809     20,979     37,634     25,877     19,126
Net Income                 18,607     15,734     26,720     18,631     13,771

PER SHARE DATA
- ----------
Basic                        1.20       1.03       1.79       1.24        .91
Diluted                      1.16        .98       1.69       1.19        .87
Book Value                  11.81      10.62       9.65       7.94       7.24

FINANCIAL POSITION (YEAR-END)
- ----------
Current Assets             87,675     84,916     92,849     72,547     69,164
Current Liabilities        34,780     29,692     38,745     36,741     32,305
Ratio of Current Assets
  to Current
    Liabilities          2.5 to 1   2.9 to 1   2.4 to 1   2.0 to 1   2.1 to 1
Cash, Cash Equivalents, and
  Short-Term Investments   28,928     20,891     10,100      9,955      9,849
Working Capital            52,895     55,224     54,104     35,806     36,859
Property, Plant and
  Equipment - Net          99,883     98,454     94,199     84,652     79,969
Total Assets              257,701    223,809    221,514    183,406    176,174
Long-Term Debt less Current
  Maturities                   --      1,315      9,116      9,740     13,687
Shareholders' Equity      183,038    163,062    145,813    116,417    110,231
Long-Term Debt as a Percentage
  of Shareholders' Equity      0%         1%         6%         8%        12%

OTHER DATA
- ----------
Depreciation and
  Amortization             13,571     13,712     12,507     10,375      8,439
Research and Development
  Expenses                 13,596     12,570     12,493     10,791     10,352
Capital Expenditures       22,682     18,032     22,744     13,621     28,965
Number of Employees
 (Average)                  1,251      1,376      1,358      1,197      1,122
Net Sales per Employee        175        157        183        207        193
Number of Shares Outstanding
  at Year-End          15,496,261 15,356,284 15,102,670 14,664,652 15,235,332

						15

<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS

Overview

For the year 2002, net sales were $219.4 million, up 2% from
$216.0 million in 2001.  Combined Sales for 2002, which include
half of the sales of Rogers' four unconsolidated 50% owned joint
ventures, totaled $286.7 million, up 4% from $276.2 million from
2001.

Both income before income taxes and net income increased 18% to
$24.8 million and $18.6 million, respectively. Diluted earnings
per share for the year were $1.16, up from $0.98 in 2001 and
basic earnings per share were $1.20 in 2002, up from $1.03 in
2001. The Company maintained the 25% effective income tax rate
for 2002 and 2001.

The increase in earnings resulted primarily from improved
manufacturing operations yielding increased margins, containment
of commercial support costs, and increased joint venture income.

Sales and Operating Profits

Sales - 2002 over 2001

Net sales were $219.4 million in 2002, up from $216.0 million in
2001.  Combined Sales, which include half of the sales of Rogers'
four unconsolidated 50% owned joint ventures, totaled $286.7
million in 2002, compared to $276.2 million in 2001.  The major
cause of the increase in revenue was due to the increase in sales
in the High Performance Foam segment mitigated by overall
decreases in the Company's other two business segments.  The
increase in sales in High Performance Foams stemmed from
increased sales of urethane foam products in the industrial and
printing markets and the polyolefin foam acquisition.  The
decreases in the other two segments were due, in part, to the
continued softness in the wireless infrastructure markets and the
divestiture of the Company's Moldable Composites Division
("MCD") in November 2002.

Sales - 2001 over 2000

Net sales were $216.0 million in 2001, down from $248.2 million
in 2000.  Combined Sales, which include half of the sales of
Rogers' four unconsolidated 50% owned joint ventures, totaled
$276.2 million, compared to $316.8 million in 2000.  The major
causes of the decrease in revenue were the widespread slowdown in
the wireless communications industry and the general downturn in
the overall global economy.

Operating Income - 2002 over 2001

Manufacturing margins increased from 31% in 2001 to almost 32% in
2002.  This is due primarily to the continued cost saving
initiatives implemented in 2001 and 2002.  Some of these cost
saving measures included: Six Sigma, lean manufacturing, raw
material cost reductions, business unit consolidations, plant
rationalizations, outsourcing low value production and/or moving
it to lower production cost environments, and workforce
reductions.

Selling and administrative expenses remained approximately the
same in both total dollars and as a percentage of sales, at 18%.

In 2002 the Company incurred restructuring charges of $2.2
million.  These charges were associated solely with the severance
benefits for 62 employees of which 48 had been terminated prior
to year-end. The remaining employees were notified prior to year-
end.  The separation date of these residual employees will occur
on varied dates in 2003.  These workforce reductions were
initiated in order to appropriately align resources with the
Company's business requirements, given varied ongoing operational
initiatives, including non-strategic business unit consolidations,
plant rationalizations, outsourcing low value production
and/or moving it to lower production cost environments, and
support function reorganizations to streamline administrative
activities. As of December 29, 2002 the balance in the accrual
for these charges was $1.6 million.

Research and development ("R&D") expenses were $13.6 million in
2002 compared to $12.6 million for 2001.  This increase is due to
the cost of additional technical personnel commensurate with the
continuing increased focus on new product and market development.


				16

<PAGE>

Operating Income - 2001 over 2000

Manufacturing margins declined from 33% in 2000 to 31% in 2001.
The Company was able to sustain good manufacturing margins, even
with significantly lower revenues, due to implementation of a
number of cost saving initiatives.  Some of these measures
included: production furloughs, receiving discounts for early
payment of payables, reduced raw material pricing and the closing
of most facilities during the last week of 2001.

Selling and administrative expenses decreased slightly in total
dollars, but increased as a percentage of sales from 16% in 2000
to 18% in 2001.  The increase in percentage of sales is primarily
due to the decreased sales volume experienced by the Company.

Acquisition/Restructuring costs for 2001 totaled $2.0 million,
which included $1.5 million for acquisition costs and $500,000
for restructuring.

With respect to the $1.5 million in acquisition costs, in early
2001, the Company had entered into a definitive agreement to
purchase the Advanced Dielectric Division ("ADD") of Tonoga, Inc.
(commonly known as Taconic).  In May 2001, the Company announced
that active discussions with Taconic to acquire the ADD business
had been suspended and it was not anticipated that the
acquisition would occur.  Accordingly, $1.5 million in costs
associated with this potential acquisition were written off
during the second quarter.  In October 2001, the Company formally
terminated the acquisition agreement.

The restructuring charge of $500,000 in 2001 primarily related to
severance benefits for employees terminated within the Printed
Circuit Materials segment, which stemmed from the merging of two
business units within the segment.  The balance in the accrual at
December 30, 2001 was $25,000.

Research and development expenses were $12.6 million in 2001
compared to $12.5 million for 2000.  This increase is due to the
cost of technical employees added in 2000. Such spending was
being maintained so as to preserve the R&D infrastructure to keep
the Company well positioned for growth in the future.

Other Income and Expense - 2002 over 2001

Net interest income for 2002 was lower than 2001 due to lower
rates earned on excess available cash.  There was no capitalized
interest in 2002.

Other income less other charges increased to $10.9 million in
2002 from $8.0 million in 2001.  This increase was largely due to
a significant increase in joint venture income, primarily from
Durel Corporation, offset somewhat by lower royalty income.  The
operations and the performance of the joint ventures are
described further in the joint venture section below.

Other Income and Expense - 2001 over 2000

Net interest income for 2001 was lower than 2000 due to lower
rates earned on excess available cash and less interest being
capitalized.  The amount of capitalized interest of $457,000 for
2000 was approximately $400,000 higher than in 2001.

Other income less other charges increased slightly from 2000 to
2001.  Commission income from Polyimide Laminate Systems, LLC
("PLS") and joint venture income earned was $2.5 million less in
2001.  This decrease was primarily offset by an increase in
royalty income and a one-time licensing fee.

Income Taxes

The effective tax rate was 25% in both 2002 and 2001, a decrease
from the effective tax rate in 2000 of 29%.  In 2002, as in 2001,
the effective tax rate continued to benefit from foreign tax
credits, research and development credits, and nontaxable foreign
sales income.

In December 2002, the Belgian government enacted a tax rate
decrease effective for years ending in 2003 or later.  All ending
deferred tax balances attributable to Belgian operations were
restated from the 40.17% tax rate to the new 33.99% tax rate for
U.S. GAAP purposes to reflect this change.  The 2002
international tax rate differential includes this reduction to
the deferred international tax expense of $813,000, net of the
current international tax expense in excess of the U.S. statutory
tax rate of $194,000.

The Company recognized a U.S. deferred tax asset in 2002 and 2001
of $2.1 million and $1.3 million, respectively.  The recognition was
determined to be more likely than not based on the availability
and amount of recoverable taxes paid in the Federal carry-back
period.

Backlog

The Company's backlog of firm orders was $21.7 million at
December 29, 2002, $23.3 million at

				17

<PAGE>

December 30, 2001 and $31.8 million at December 31, 2000. The decrease
in 2002 versus 2001 is due primarily to the divestiture of MCD,
partially offset by increased orders in the majority of the Company's
ongoing businesses.

Segment Sales and Operations

HIGH PERFORMANCE FOAMS:

Sales of High Performance Foams increased 31% in 2002 as compared
to 2001.  The Company's urethane foams realized increased sales
due to better penetration in the electronic handheld device and
printing markets.  The new polyolefin foam business, which was
acquired in early 2002, also contributed to the year's improved
sales.  Despite the severe downturn in the aircraft industry,
silicone foam sales only experienced a moderate decrease.

High Performance Foam revenues were lower in 2001 by 16%, as
compared to 2000, due in part to the cell phone inventory overhang
that was present throughout the first half of 2001.  Sales of
these materials into cellular phone handsets began to rebound in
the second half of 2001.

Operating income from High Performance Foams was $8.1 million in
2002 and $4.6 million in 2001.  The increase in operating income
in 2002 was primarily due to the higher level of urethane product
sales, the incremental sales for the polyolefin acquisition, and
improvement in  manufacturing operations.  Operating profit was
lower in 2001 by $6.6 million as compared to 2000 due to a
decrease in sales.

PRINTED CIRCUIT MATERIALS:

Sales of Printed Circuit Materials decreased 7% in 2002 and 12% in
2001.  Sales of high frequency materials were negatively impacted
by the continued softness in the wireless infrastructure market in
2002 and 2001.  While overall 2002 sales in Printed Circuit
Materials were down from 2001, sales were only slightly off from
the Company's overall expectations, due to increased market share
for high frequency materials in satellite television receivers,
design wins in flexible laminates for cell phone applications and
sales to a major U.S. customer who is seeing increased flexible
circuit sales into the hard disk drive industry. Wireless
communication base stations, satellite television receivers, and
wireless communication antennas are major uses for these high
frequency materials.

Printed Circuit Materials operating income was $4.8 million in
2002 and $6.2 million in 2001.  The lower level of sales was the
major factor leading to the decrease in 2002.  In 2001, operating
income was also lower by $6.0 million than in the prior year.
This decrease was also due to lower sales in addition to the 2001
restructuring charge of $500,000 that was applicable to this
segment, as described above.

POLYMER MATERIALS AND COMPONENTS:

Sales of Polymer Materials and Components decreased 8% in 2002
and 12% in 2001.  The major reason for the sales decrease in 2002
was the divestiture of MCD that occurred in the last quarter
of the year. The sales decrease in 2001 was primarily due to
the general economic climate.

Polymer Materials and Components operating income was $1.3 million
and $2.3 million for 2002 and 2001, respectively, a decrease of
$1.0 million and $3.8 million in 2002 and 2001.  Lower sales were
the primary cause of the decrease in operating income in both
years.  However, the businesses in this segment continue to
improve their manufacturing operations and in some cases, have
initiated moving some of the production to Suzhou, China, a lower
operating cost environment.

Joint Ventures

Durel Corporation:

Durel Corporation, the Company's 50% owned joint venture with 3M
which manufactures electroluminescent lamps and designs and sells
semiconductor inverters, recorded sales in 2002 which were 41%
higher than in 2001.  Both sales and profits at the joint venture
set new yearly records.  The record year was the result of new
automotive adoptions and well-timed design wins in new cell phone
models.

Durel experienced a decrease in sales of 20% from 2000 to 2001.
New cell phone models featuring Durel products, whose
introduction had been delayed during the first nine months of
2001 due to an inventory glut, started to ramp into production in
the fourth quarter of 2001.  Durel's profits for 2001 were also
lower than 2000 but were higher in the fourth quarter of 2001
than in all of the previous three quarters of 2001 combined.

On June 28, 2001, Durel was informed that the patent infringement
lawsuit it filed against Osram Sylvania Inc., which had been
decided in

				18

<PAGE>

Durel's favor in February 2000, had been reversed by
the U.S. Court of Appeals.  In December 2001, Durel and Osram
Sylvania agreed to a worldwide cross-licensing of the disputed
patents and an agreement not to assert future patents against
either company's existing products.

Rogers Inoac Corporation ("RIC"):

In January 2002, RIC sold its elastomer components product line
to the Company's joint venture partner, Inoac Corporation.  The
sale has allowed the joint venture to focus on its high
performance foams business, which is consistent with the
Company's Japanese strategic focus.  This transaction had no
significant impact on earnings.

Sales of RIC decreased by 38% from 2001 to 2002.  This decrease
is attributed to RIC selling its elastomer components product
line to Inoac Corporation.  Comparing 2002 to 2001, without the
elastomer components product line, sales would have increased
by 20%.  RIC's high performance foam sales benefited in 2002
from increased activity in Asia in the industrial side of its
business.

Sales of RIC decreased 14% from 2000 to 2001 due to general
economic conditions.

Polyimide Laminate Systems, LLC ("PLS"):

Sales of PLS, the Company's joint venture with Mitsui Chemicals,
Inc., which sells adhesiveless laminates for trace suspension
assemblies ("TSA's"), were 1% higher in 2002 and 17% higher in
2001.  In the fourth quarter of 2002, PLS had its best quarter
ever.  The increase in sales is due to increased demand at its
customer, which saw a spike in demand in the fourth quarter of
2002 for its TSA's.  This spike was due to lower yields at some
of its respective customers who are transitioning to higher
density disk drive recording heads.

Rogers Chang Chun Technology Co., Ltd. ("RCCT"):

RCCT, the Company's joint venture with Chang Chun Plastics Co.,
Ltd. ("CCP"), which was established in late 2001 to manufacture
flexible circuit material for customers in Taiwan, saw its first
sales in 2002.  While the sales were slightly lower than the
Company's expectations, progress was definitely made in
establishing a foothold in this market and the Company looks to
the future for this positive trend to continue.

Product and Market Development

R&D as a percentage of sales was approximately 6% in 2002 and
2001 and 5% in 2000.  While there were no major product platform
launches in R&D during 2002, progress was made on a broad front.
For example, R/bak(R) 2000 cushion mounting material, an improved
polyurethane printing product, is receiving good reviews in the
marketplace.  The Company also expects excellent reception of its
new soft, thin BISCO(R) EC-2000 conductive silicone material. In
addition, a number of new versions of the Company's very
successful RO4000(R) family of high frequency materials were
introduced.

The R&D department is dedicated to the objective that the
Company's long-term success rests upon its ability to bring new
materials solutions to customers.

Acquisitions/Divestitures

In early 2002, the Company acquired much of the intellectual
property and most of the polyolefin foam product lines of Cellect
LLC.  This polyolefin foam business is being integrated into
Rogers High Performance Foams operations in Illinois. This new
business was modestly accretive to earnings in 2002.  Continued
market response to this purchase has been very positive.

On November 18, 2002, the Company completed the divestiture of
MCD, located in Manchester, Connecticut.  MCD was sold to
Vyncolit North America Inc., a subsidiary of the Perstorp Group,
Sweden.  Under the terms of the agreement, the Company will
receive a total of approximately $21.0 million for the business
assets excluding the intellectual property and a five-year royalty
stream from the intellectual property license.  Half of the $21.0
million was paid in cash upon consummation of the transaction.  A
note receivable was provided for the remainder of the proceeds
and will be paid over a five-year period.  There was effectively
no gain or loss on the sale transaction.

Sources of Liquidity and Capital

Net cash provided by operating activities amounted to $26.0 million
in 2002, $39.0 million in 2001 and $23.7 million in 2000,
respectively.

The positive cash flow in 2002 was due primarily to continued
strength in cash flow from operations, strong cash flows from the
joint ventures which enabled Durel Corporation to pay down its
working capital loan from the Com-

				19

<PAGE>


pany, and positive results from the continuation of the company-wide
initiative to reduce inventory levels.

The positive cash flow in 2001 was due primarily to the continued
strength in cash flow from operations, lower level of accounts
receivable at year end commensurate with lower sales in the
fourth quarter comparisons, and a company-wide initiative to
reduce inventory levels.

Capital expenditures totaled $22.7 million in 2002 and $18.0
million in 2001.  Despite the economic climate in both years, the
Company continued to invest in its long-term future.

In 2002, the Company completed the purchase of a new building in
Carol Stream, Illinois to house the newly acquired polyolefin
product lines and the existing silicone foam business in
Illinois. The Company also invested in a new manufacturing campus
in Suzhou, China.  In 2001, the Company completed the construction
of a building addition in Arizona that was started in 2000.
Additional press capacity for high frequency materials was
installed late in 2001 and came on line early in 2002.  During
2001 and 2002, the Company established a new manufacturing
facility for high frequency laminates in Ghent, Belgium.  This
facility was brought on line in January 2003.

Cash generated from the Company's operating activities exceeded
capital spending in both years, and spending was financed through
these internally generated funds.

The Company has an unsecured multi-currency revolving credit
agreement with two domestic banks and can borrow up to $50.0
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 50.0 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. There were no borrowings pursuant to this arrangement at
December 29, 2002.  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 had designated 390.2 million Belgian francs as a
hedge of its net investment in a foreign subsidiary in Belgium
($9.1 million at December 31, 2000). On July 6, 2001, the Company
repaid the debt at the then current Belgian franc rate, amounting
to $8.2 million.  During the year 2001, the Company recorded
$900,000 of net pretax gains related to the hedge in other
comprehensive income in shareholders' equity.

In September 2001, Rogers N.V., a Belgian subsidiary of the
Company, signed an unsecured revolving credit agreement with a
European bank.  Under this arrangement Rogers N.V. now can borrow
up to 6.2 million Euro.  Amounts borrowed under this agreement are
to be repaid in full by May 1, 2005.  The rate of interest
charged on outstanding loans is based on the Euribor plus 25.0
basis points.  At December 29, 2002, Rogers N.V. had no borrowings
under this agreement.

As of December 29, 2002, Durel Corporation had repaid its working
capital loan of $5.0 million to the Company.  Under this
arrangement, borrowings had to be made in increments of $250,000,
could not exceed $8.0 million in the aggregate, would be at the
prime rate of interest and any amounts that were repaid by Durel
could subsequently be reborrowed during the term of the loan
arrangement.  The arrangement expired in September 2002 and was
not extended.

At December 29, 2002, Durel had met its obligations under the
financing arrangement of a third party loan in which the Company
had an indirect 50% loan guarantee.  No payments were required
and no losses were incurred by the Company under this guarantee
as Durel paid the loan off in full.

Capital expenditures in 2003 are forecasted to approximate $25.0
million.  Management believes that over the next twelve months,
internally generated funds plus available lines of credit will be
sufficient to meet the capital expenditure and ongoing needs of
the business.  However, the Company continually reviews and
evaluates the adequacy of its lending facilities and
relationships.

Dividend Policy

In 1992, the Board of Directors voted to discontinue cash
dividends.  The Company evaluates

				20

<PAGE>

from time-to-time the desirability of paying a dividend; however,
at present, the Company expects to maintain a policy of
emphasizing longer-term growth of capital rather than immediate
dividend income.

Environmental Activities and General Litigation

On October 24, 2001, a breach of contract lawsuit was filed
against the Company in the United States District Court for the
District of Connecticut seeking damages in the amount of $25.0
million or more, as well as specific performance and attorneys'
fees (Tonoga, Ltd., d/b/a Taconic Plastics Ltd., Tonoga, Inc.,
Andrew G. Russell, and James M. Russell v. Rogers Corporation).
As discussed below and in the footnotes to the financial
statements, the lawsuit was associated with the Company's
termination, in October 2001, of an acquisition agreement for the
purchase of ADD of Taconic.  In September 2002, a confidential
settlement agreement concerning all matters raised in this
litigation was negotiated and entered into.  The settlement had
no material impact on the current year results.

The Company is subject to federal, state, and local laws and
regulations concerning the environment and is involved in the
following matters:  1) the Company is currently involved as a
potentially responsible party ("PRP") in two Superfund sites; 2)
the Company is working with consultants and the Connecticut
Department of Environmental Protection to monitor the area where
remediation work was completed to address historic
polychlorinated biphenyl ("PCB") contamination at its Woodstock,
Connecticut facility; and 3) the Company and the United States
Environmental Protection Agency settled a dispute, in January
2003, regarding the alleged improper disposal of PCB's by the
Company.  The Company had accrued $325,000 in 2002 for this
dispute and the provision recorded will be sufficient to cover
the requirements of this settlement.

There recently has been a significant increase in certain U.S.
states in asbestos-related product liability claims against
numerous industrial companies.  The Company has been named,
along with hundreds of other industrial companies, as a defendant
in some of these cases.  The Company strongly believes it has
valid defenses to these claims and intends to defend itself
vigorously.  In addition, the Company believes that it has
sufficient insurance to cover all costs associated with these
claims.  Based upon past claims experience and available
insurance coverage, management believes that these matters
will not have a material adverse effect on the Company's
consolidated financial position, results of operations, or
cash flows.

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

The Company does not believe that the outcome of any of the above
matters will have a material adverse effect on its financial
position nor has the Company had any material recurring costs or
capital expenditures relating to environmental matters, except as
disclosed in the Notes to Consolidated Financial Statements.
Refer to Note J of the Notes to Consolidated Financial Statements
for a discussion of the above matters and the related costs.

New Accounting Standards

In July 2002, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities",
which addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging
Issues Task Force Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred ina Restructuring)."  The
provisions of SFAS No. 146 are effective for exit or disposal
activities that are initiated after December 31, 2002, with earlier
application encouraged.  The Company will adopt SFAS No. 146 for
exit or disposal activities that are initiated after December 31,
2002, and it does not expect that the adoption of this Statement
will have a significant impact on the Company's financial position or
results of operations.

On December 31, 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure",

				21

<PAGE>

which amends the disclosure provisions of SFAS No. 123, "Accounting
for Stock-Based Compensation" and Accounting Principles Board ("APB")
Opinion No. 28, "Interim Financial Reporting".  SFAS No. 148 requires
expanded disclosures within the Company's Summary of Significant
Accounting Policies and within the Company's condensed consolidated
interim financial information filed on Form 10-Q.  SFAS No. 148's
annual disclosure requirements are effective for the fiscal year
ending December 29, 2002.  SFAS No. 148's amendment of the disclosure
requirements of APB Opinion No. 28 is effective for financial reports
containing condensed consolidated financial statements for interim
periods beginning after December 15, 2002.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, including
Indirect Guarantees of Indebtedness of Others," ("FIN 45").  FIN 45
requires that each guarantee meeting the characteristics described in
the Interpretation be recognized and initially measured at fair value
and requires additional disclosures.  FIN 45's disclosure requirements
are effective for financial statements of interim or annual periods
ending after December 15, 2002 and the initial recognition and
measurement provisions are applicable on a prospective basis to
guarantees issued or modified after December 15, 2002.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities, an Interpretation of Accounting Research
Bulletin ("ARB") No. 51," ("FIN 46").  FIN 46 clarifies the application
of ARB No. 51, "Consolidated Financial Statements," to certain
entities in which equity investors do not have the characteristics
of a controlling financial interest or do not have sufficient equity
at risk for the entity to finance its activities without additional
subordinated financial support from other parties.  The consolidation
requirements of FIN 46 apply immediately to variable interest entities
created after January 31, 2003, and to existing variable interest
entities in the interim period beginning after June 15, 2003.  The
Company is reviewing FIN 46 to determine its impact, if any, on future
reporting periods.

Critical Accounting Policies

Management is required to make certain estimates and assumptions
that affect the amounts reported in the financial statements and
accompanying notes.  These estimates and assumptions are based on
accounting policies that have been consistently applied and are
in accordance with accounting principles generally accepted in
the United States.  The policies that are deemed critical are
those that could have different valuations if another methodology
was used.  The Company deems, however, that appropriate reserves
have been established and other methodologies would not yield
results that are materially different.  These critical accounting
policies are listed below.

Allowance for Doubtful Accounts:  In circumstances where the
Company is made aware of a specific customer's inability to meet
its financial obligations, a reserve is established.  The
majority of accounts are individually evaluated on a regular
basis and appropriate reserves are established as deemed
appropriate. The remainder of the reserve is based upon
historical trends and current market assessments.

Inventories:  The Company maintains an obsolescence and slow-
moving reserve.  Products and materials that are specifically
identified as obsolete are fully reserved.  Most products that
have been held in inventory greater than one year are fully
reserved unless there are mitigating circumstances.  The
remainder of the reserve is general in nature and fluctuates with
market conditions, design cycles and other economic factors.

In addition, the Company values certain inventories using the
last-in, first-out ("LIFO") method.  Accordingly, a LIFO valuation
reserve is calculated using the link chain index method and is
maintained to properly value these inventories.

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.  This method was chosen due to the level of investment
and because the Company has the ability to exercise significant
influence, but not control, over the joint ventures' operating
and financial policies.

Environmental and Product Liability:  The Company accrues for its
environmental investigatory, remediation, operating and
maintenance costs when it is probable that a liability has been
incurred and the amount can be reasonably estimated.  The most
likely cost to be incurred is accrued based on an evaluation of
currently available facts with respect to each individual site,
including existing technology, current laws


				22

<PAGE>

and regulations and prior remediation experience.  Where no amount
within a range of estimates is more likely, the minimum is accrued.
For sites with multiple responsible parties, the Company considers
its likely proportionate share of the anticipated remediation costs
and the ability of the other parties to fulfill their obligations in
establishing a provision for those costs.  Liabilities with fixed
or reliably determinable future cash payments are discounted.
Accrued environmental liabilities are only reduced by potential
insurance reimbursements when they have been confirmed or
received from the insurance company.

Product liability claims are accrued on the occurrence method
based on insurance coverage and deductibles in effect at the date
of the incident and management's assessment of the probability of
loss when reasonably estimable.

Goodwill: Goodwill is considered to be impaired when the net book
value of a reporting unit exceeds its estimated fair value.  Fair
values are primarily established using a discounted cash flow
methodology.  The determination of discounted cash flows is based
on the businesses' strategic plans and long-range planning
forecasts.  The revenue growth rates included in the plans are
management's best estimates based on current and forecasted
market conditions, and the profit margin assumptions are
projected by each segment based on the current cost structure and
anticipated cost reductions.  If different assumptions were used
in these plans, the related undiscounted cash flows used in
measuring impairment could be different and additional impairment
of assets might be required to be recorded.

Fair Value of Financial Instruments:  The Company believes that
the carrying values of financial instruments, including cash and
cash equivalents, short-term investments, accounts receivable,
accounts payable, and accrued liabilities approximate fair value
as a result of the short-term maturities of these instruments.

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 and speculative 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 various borrowing facilities where the interest
rates, although not fixed, are relatively low.  Currently, an
increase in the associated interest rates would not significantly
impact interest expense on these facilities as the Company has
paid them off in full, thus the Company has no debt.

The fair value of the Company's investment portfolio or the
related interest income would not be significantly impacted by
either a 100.0 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.

The Company's largest foreign currency exposure is against the
Euro, primarily because of its investments in its ongoing
operations in Belgium.  In addition to the Euro exposure,
commensurate with the Company's growth and expansion in Asia,
particularly China, the Company is experiencing an escalation of
foreign currency exposure against the currencies in countries such
as China, Japan, Taiwan, Korea, and Singapore.  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 can initiate hedging activities
by entering into foreign exchange forward contracts with third
parties when the use of natural hedges is not possible or
desirable.

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;

				23


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.  Such factors
also apply to the Company's joint ventures.  Additional
information about certain factors that could cause actual results
to differ from such forward-looking statements include, but are
not limited to, 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 market are relatively new.
To continue to be successful in this area, the Company must be
able to consistently manufacture and supply materials that meet
the demanding expectations of customers for quality, performance
and reliability at competitive prices.  The timely 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 markets for computers and
related equipment, such as printers and electronic hand held
devices, are characterized by rapid technological change,
significant pricing pressures and short lead times.  Because the
Company manufactures and sells its own materials to meet the
needs of these markets, the Company's results may be affected by
these factors.

Volatility of Demand

The computer and related equipment industry and the wireless
communications industry have historically 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 two
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 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 2003 capital expenditures and the
anticipated benefits to be derived from such expenditures could
differ significantly from the forecasted amounts 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, as well as

				24

<PAGE>

changes in customer demand for the products the Company manufactures.

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 Manufacturing and Sales

The Company's international manufacturing and 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, employee selection and retention 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 manufacturing and sales, and consequently, on the
Company's business, operating results and financial condition.

Acquisitions and Divestitures

Acquisitions are an important component of the Company's growth
strategy.  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.

In relation to acquisitions and divestitures undertaken, it is
common for the Company to structure the transactions to include
earn-out and/or intellectual property royalty agreements which
generally are tied to the performance of the underlying products
or business acquired or divested.  Accordingly, the Company's
future performance will be impacted by respective performance of
the products and/or businesses divested and the successful
utilization of products and/or businesses acquired.  In addition,
there is no guarantee that these underlying products and/or
businesses will perform as expected at the time the associated
transactions were consummated.

Defined Benefit Plan Funding and Expense

The Company provides various defined benefit pension plans for
its U.S. employees and sponsors three defined benefit healthcare
and life insurance plans for its U.S. retirees.  As a result of the
overall decline in market interest rates, the Company used a
lower discount rate to measure the projected benefit obligation
on the plans as of the 2002 measurement date.  This resulted in
an increase to the projected benefit obligation for all plans.
Stock market declines experienced since the 2001 measurement date
have reduced the fair value of plan assets, for the qualified
plans that are funded.  As a result, these combined factors had a
negative financial reporting effect in 2002 in terms of reported
obligations and funding status for the funded plans.  In
addition, given the sensitivity of the projected benefit
obligation to changes in the discount rate and of the fair value
of assets for funded plans based on the market's actual
performance, future changes in market rates and actual market
performance may significantly impact, positively or negatively,
the funding status and funding requirements of the funded plans
and the expense reported on all of the plans in the future.

Other Information

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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>edgnotes2002.txt
<DESCRIPTION>NOTES TO THE 2002 ANNUAL REPORT
<TEXT>
CONSOLIDATED BALANCE SHEETS

						December 29,     December 30,
(Dollars in Thousands)                              2002            2001
						------------     ----------
ASSETS

Current Assets:

Cash and Cash Equivalents                        $  22,300       $  20,891

Short-Term Investments                               6,628              --

Accounts Receivable, Less Allowance for
  Doubtful Accounts of $1,102 and $1,363            32,959          27,460

Accounts Receivable, Joint Ventures                  1,414           5,123

Inventories:

       Raw Materials                                 5,525          10,003

       In-Process and Finished                      14,218          16,805

       Less LIFO Reserve                            (1,674)         (1,433)
						 ----------      ----------
		 Total Inventories                  18,069          25,375

Current Deferred Income Taxes 		             4,985           5,041

Other Current Assets                                 1,320           1,026
						 ----------      ----------
		 Total Current Assets               87,675          84,916
						 ----------      ----------
Notes Receivable (Note M)                           12,000              --

Property, Plant and Equipment, Net of
  Accumulated Depreciation of
    $90,285 and $90,015                              99,883         98,454

Investments in Unconsolidated
	Joint Ventures (Note D)                      21,860         16,116

Penison Assets                                        8,951          6,308

Goodwill and Other Intangible Assets (Note C)        22,204         13,588

Other Assets                                          5,128          4,427
						 -----------     ----------
		  Total Assets                    $ 257,701      $ 223,809
						 ===========     ==========
					26

<PAGE>


						 December 29,     December 30,
(Dollars in Thousands)                              2002             2001
						 -----------      ----------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

Accounts Payable                                  $  10,125       $  12,009

Accrued Employee Benefits
     and Compensation                                10,414           6,974

Accrued Income Taxes Payable                          8,249           6,337

Taxes, Other than Federal
     and Foreign Income                                 542             441

Other Accrued Liabilities                             5,450           3,931
						  ----------       ---------
	     Total Current Liabilities               34,780          29,692
						  ----------       ---------
Long-Term Debt                                           --           1,315

Noncurrent Deferred Income Taxes                      8,308           8,152

Noncurrent Pension Liability                         22,658          12,371

Noncurrent Retiree Health Care and Life
     Insurance Benefits                               6,197           6,052

Other Long-Term Liabilities                           2,720           3,165

Commitments and contingencies (Note J)			 --              --

Shareholders' Equity:
  Capital Stock, $1 Par Value (Notes A & I):
    Authorized Shares 50,000,000; Issued
      Shares 15,856,748 and 15,739,184               15,857          15,739

  Additional Paid-In Capital                         36,600          35,351

  Retained Earnings                                 148,045         129,438

  Accumulated Other Comprehensive
      Loss, Net of Tax (Note I)                     (4,693)          (4,030)

  Treasury Stock
    (360,487 and 382,900) (Note A)                 (12,771)         (13,436)

						 ----------        ---------
    Total Shareholders' Equity                      183,038          163,062
						 ----------        ---------
    Total Liabilities and Shareholders'
	    Equity                                $ 257,701        $ 223,809
					 	  =========        =========

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)

					  2002          2001          2000
				       ----------    ----------    ----------
Net Sales                               $ 219,438     $ 216,037     $ 248,215

       Cost of Sales                      150,183       149,179       165,710
       Selling and Administrative
	    Expenses                       39,335        39,247        40,529
       Acquistion/Restructuring
            Costs (Notes J & M)             2,150         1,995            --
       Research and Development
	    Expenses                       13,596        12,570        12,493
				       ----------      --------      --------
Total Costs and Expenses                  205,264       202,991       218,732
				       ----------      --------      --------
Operating Income                           14,174        13,046        29,483

       Other Income less
	  Other Charges (Note D)           10,861         7,953         7,838
       Interest Income (Expense), Net       (226)          (20)           313
				       ----------     ---------      --------
Income Before Income Taxes                 24,809        20,979        37,634

      Income Taxes                          6,202         5,245        10,914
				       ----------     ---------      --------
Net Income                              $  18,607     $  15,734     $  26,720
				       ==========     =========      ========
Net Income Per Share (Notes A & I):
      Basic                             $    1.20     $    1.03     $    1.79
				       ----------     ---------      --------
      Diluted                           $    1.16     $     .98     $    1.69
				       ----------     ---------      --------
Shares Used in Computing (Notes A & I):

      Basic                            15,470,697    15,274,479    14,896,227
				       ----------    ----------    ----------
      Diluted                          16,023,273    16,001,965    15,848,736
  				       ----------    ----------    ----------

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

					28

<PAGE>


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


(Dollars in
Thousands,                                         Accumulated
 Except                                            Other Com-
 Capital                       Additional          prehensive         Share-
 Stock              Capital    Paid-In   Retained  Income   Treasury  holders'
 Amounts)           Stock      Capital   Earnings  (Loss)   Stock     Equity
		    ----------------------------------------------------------
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
       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
		     ----------------------------------------------------------
Comprehensive
 Income:
  Net Income
   for 2001                                15,734                      15,734
  Other
   Comprehensive
     Loss                                           (1,827)            (1,827)
				  		 		      --------
  Total
   Comprehensive
    Income                                                             13,907

Stock Options
 Exercised              307,051     2,519                               2,826
Stock Issued
 to Directors            11,571       459                                 470
Shares Reacquired
 and Cancelled         (65,008)    (2,032)                             (2,097)
Tax Benefit on
 Stock Options
  Exercised                         2,143                               2,143
		    ----------------------------------------------------------
Balance at
 December 30,
  2001              $15,739,184  $35,351  $129,438 $(4,030) $(13,436) $163,062
		    ----------------------------------------------------------
Comprehensive
 Income:
  Net Income
   for 2002                                 18,607                     18,607
  Other
   Comprehensive
     Loss                                             (633)             (633)
			 					       -------
  Total
   Comprehensive
    Income                                                             17,944

Stock Options
 Exercised               152,177    1,697                               1,849
Stock Issued
 to Directors              6,908      319                                 326
Shares Reacquired
 and Cancelled          (41,521)  (1,262)                              (1,303)
Treasury Stock Issuance             (139)                        665      526
Tax Benefit on
 Stock Options
  Exercised                          634                                  634
                    ----------------------------------------------------------
Balance at
 December 29,
  2002              $15,856,748 $ 36,600 $148,045 $(4,693) $(12,771) $183,038

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

The number of shares is equal to the dollar amount of the capital stock
($1 par value).
- ----------
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:                    2002           2001           2000
				   -------------------------------------------
Net Income                          $    18,607    $    15,734    $    26,720
Adjustments to Reconcile
 Net Income
  to Cash Provided by Operating
   Activities:
      Depreciation and Amortization      13,571         13,712         12,507
      Expense (Benefit) for Deferred
	 Income Taxes                     2,561          (395)          3,299
      Equity in Undistributed Income of
	 Unconsolidated Joint
	  Ventures, Net                 (8,705)        (3,123)        (5,945)
      Loss (Gain) on Disposition
         of Assets                          860          (103)            546
      Noncurrent Pension and
         Postretirement Benefits          2,954          1,489          1,215
      Other, Net                          (274)          (584)            376
      Changes in Operating Assets and
	 Liabilities Excluding Effects of
	 Acquisition and Disposition
	 of Assets:
	    Accounts Receivable        (10,207)         13,158       (11,946)
	    Inventories                  3,627           4,771        (7,465)
	    Prepaid Expenses              (170)             14          (436)
	    Accounts Payable and
	      Accrued Expenses           3,203         (5,658)          4,843
				     ------------------------------------------
		   Net Cash Provided by
		     Operating
		       Activities       26,027          39,015         23,714


CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:

Capital Expenditures                   (22,682)       (18,032)       (22,744)
Acquisition of Business                 (8,060)        (2,000)          (252)
Disposition of Business                 10,300             --             --
Proceeds from Repayments of Loans
  to Joint Ventures                      5,000             --             --
Investment in Notes Receivable          (1,500)            --             --
Purchase of Short-Term Investments      (6,628)            --             --
Proceeds from Sale of Property,
  Plant and Equipment                       --            225             83
Investment in Unconsolidated Joint
  Ventures and Affiliates                2,962        (1,417)        (1,592)
				     ------------------------------------------
		   Net Cash Used in
		     Investing
		      Activities       (20,608)       (21,224)       (24,505)


CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:

Proceeds from Short- and
  Long-Term Borrowings                    4,463          1,830            296
Repayments of Debt Principal             (6,522)        (9,733)            --
Repayment of Life Insurance Loans        (3,087)            --             --
Proceeds from Disposition of
   Treasury Stock                           526             --             --
Proceeds from Sale of
 Capital Stock - Net                        673            729            697
				     -----------------------------------------
 Net Cash (Used in)Provided by
  Financing Activities                  (3,947)        (7,174)           993

Effect of Exchange Rate
 Changes on Cash                           (63)           174            (57)
				     -----------------------------------------

Net Increase in Cash and
  Cash Equivalents                       1,409         10,791             145
Cash and Cash Equivalents at Beginning
  of Year                               20,891         10,100           9,955
				     -----------------------------------------
Cash and Cash Equivalents
 at End of Year                     $   22,300      $  20,891      $   10,100
				     =========================================

Supplemental Disclosure of Noncash Investing Activities:

Note received from sale
   of business                                 $   10,500
Escrow associated with divestiture
   of business	                               $      200
Receivable for closing balance
   sheet adjustment	                       $      509


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

					30

<PAGE>

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, silicone materials, and polyolefin foams.  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, nitrophyl floats,
electroluminescent lamps, 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:
- ----------
Highly liquid investments with original maturities of three months or less
are considered cash equivalents. These investments are stated at cost,
which approximates market value.

SHORT-TERM INVESTMENTS:
- ----------
Short-term investments represent investments in fixed and floating rate
financial instruments with maturities of twelve months or less from time of
purchase.  They are classified as held-to-maturity as the Company has the
ability and intent to hold these investments to the maturity date and they
are recorded at amortized cost. The fair market value of held-to-maturity
securities approximates amortized cost at December 29, 2002.

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.

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.

					31

<PAGE>

ALLOWANCE FOR DOUBTFUL ACCOUNTS:
- ----------
In circumstances where the Company is made aware of a specific customer's
inability to meet its financial obligations, a reserve is established.  The
majority of accounts are individually evaluated on a regular basis and
appropriate reserves are established as deemed appropriate.  The remainder
of the reserve is based upon historical trends and current market assessments.


INVENTORIES:
- ----------
Inventories are valued at the lower of cost or market. Certain inventories,
amounting to  $3,302,000 at December 29, 2002, and $8,720,000 at December
30, 2001, or 18% and 34% of total Company inventories in the respective
periods, are valued by the last-in, first-out ("LIFO") method.  The decrease
in 2002 resulted primarily from the divestiture of the Moldable Composites
Division ("MCD").  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

GOODWILL AND INTANGIBLE ASSETS:
- ----------
Goodwill, representing the excess of the cost over the net tangible and
identifiable assets of acquired businesses, is stated at cost. Prior to
2002, goodwill was being amortized on a straight-line method over periods
ranging from 10-40 years.  Beginning with the first quarter of 2002 the
Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142,
Goodwill and Other Intangible Assets.  SFAS No. 142 prohibits the
amortization of goodwill and intangible assets with indefinite useful
lives.  The statement requires that these assets be reviewed for impairment
at least annually. All other intangible assets are amortized over their
estimated useful lives. Upon the adoption of SFAS No. 142, the Company
reviewed the assets for impairment during the second quarter of 2002 and at
year-end.  Based on the assessments, management has deemed that there has
been no impairment.

Goodwill is considered to be impaired when the net book value of a
reporting unit exceeds its estimated fair value.  Fair values are primarily
established using a discounted cash flow methodology.  The determination of
discounted cash flows is based on the businesses' strategic plans and long-
range planning forecasts.  The revenue growth rates included in the plans
are management's best estimates based on current and forecasted market
conditions, and the profit margin assumptions are projected by each segment
based on the current cost structure and anticipated cost reductions.  If
different assumptions were used in these plans, the related undiscounted
cash flows used in measuring impairment could be different and additional
impairment of assets might be required to be recorded.

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.

					32

<PAGE>

The following table presents the Company's results of operations to exclude
amounts no longer being amortized under SFAS No. 142:

(Dollars in Thousands, except per share amounts)

                                       2002         2001         2000
                                       ------------------------------
Reported net income                    $18,607    $15,734     $26,720
Adjustment:
   Goodwill amortization                     -        765         851
                                       ------------------------------
Adjusted net income                    $18,607    $16,499     $27,571

Basic net income per share
   Reported                            $  1.20    $  1.03     $  1.79
   Adjusted                               1.20       1.08        1.85

Diluted net income per share
   Reported                            $  1.16    $   .98     $  1.69
   Adjusted                               1.16       1.03        1.74



ENVIRONMENTAL AND PRODUCT LIABILITY:
- ---------
Environmental investigatory, remediation, operating, and maintenance costs
are accrued when it is probable that a liability has been incurred and the
amount can be reasonably estimated.  The most likely cost to be incurred is
accrued based on an evaluation of currently available facts with respect to
each individual site, including existing technology, current laws and
regulations, and prior remediation experience.  Where no amount within a
range of estimates is more likely, the minimum is accrued.  For sites with
multiple potential responsible parties, the Company considers its likely
proportionate share of the anticipated remediation costs and the ability of
the other parties to fulfill their obligations in establishing a provision
for those costs.  Liabilities with fixed or reliably determinable future
cash payments are discounted.  Accrued environmental liabilities are only
reduced by potential insurance reimbursements when they have been confirmed
or received from the insurance company.

Product liability claims are accrued on the occurrence method based on
insurance coverage and deductibles in effect at the date of the incident
and management's assessment of the probability of loss when reasonably
estimable.

FAIR VALUE OF FINANCIAL INSTRUMENTS:
- ----------
Management believes that the carrying values of financial instruments,
including cash and cash equivalents, short-term investments, accounts
receivable, accounts payable, and accrued liabilities approximate fair
value as a result of the short-term maturities of these instruments.

CONCENTRATION OF CREDIT RISK:
- ----------
The Company extends credit on an uncollateralized basis to almost all
customers.  Concentration of credit and geographic risk with respect to
accounts receivable is limited due to the large number and general
dispersion of accounts which constitute the Company's customer base.  The
Company periodically performs credit evaluations of its customers.  At
December 29, 2002 and December 30, 2001, there were no customers accounting
for greater than ten percent of the Company's accounts receivable.  The
Company has not experienced significant credit losses on customer's
accounts.

The Company invests its excess cash principally in investment grade
government and corporate debt securities.  The Company has established
guidelines relative to diversification and maturities that maintain safety
and liquidity.  These guidelines are periodically reviewed and modified

					33

<PAGE>

to reflect changes in market conditions.  The Company has not experienced
any significant losses on its cash equivalents or short-term investments.

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 upon delivery of goods to customers, when persuasive
evidence of an arrangement exists, the price is fixed or determinable, and
collection is reasonably assured.


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)

 					2002            2001             2000
				  --------------------------------------------
Numerator:
   Net income                     $   18,607       $   15,734       $   26,720

Denominator:
   Denominator for basic earnings
     per share - weighted-average
       shares                     15,470,697       15,274,479       14,896,227

   Effect of stock options           552,576          727,486          952,509
				  --------------------------------------------


   Denominator for diluted
     earnings per share - adjusted
       weighted-average shares and
	 assumed conversions      16,023,273       16,001,965       15,848,736
				  ============================================

Basic earnings per share          $     1.20       $     1.03       $     1.79
				  ============================================
Diluted earnings per share        $     1.16       $      .98       $     1.69
				  ============================================
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.

HEDGING ACTIVITY:
- ----------
The Company, on occasion, uses derivative instruments, including swaps,
forward contracts, and options, to manage certain foreign currency and
interest rate exposures.  Derivative instruments are viewed as risk
management tools by the Company and are not used for trading or speculative
purposes.  Derivatives used for hedging purposes must be designated and
effective as a hedge of the identified risk exposure at the inception of
the contract. Accordingly, changes in fair value

					34

<PAGE>

of the derivative contract must be highly correlated with changes in
the fair value of the underlying hedged item at inception of the hedge
and over the life of the hedge contract.

Effective January 1, 2001, the Company adopted SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," as amended.  The
standard requires that all derivative instruments be recorded on the
balance sheet at fair value.  Derivatives used to hedge foreign currency
denominated balance sheet items are reported directly in earnings along
with offsetting transaction gains and losses on the items being hedged.

Derivatives used to hedge forecasted cash flows associated with foreign
currency commitments or forecasted commodity purchases are accounted for as
cash flow hedges.  Gains and losses on derivatives designated as cash flow
hedges are recorded in other comprehensive income and reclassified to
earnings in a manner that matches the timing of the earnings impact of the
hedged transactions.  The ineffective portion of all hedges, if any, is
recognized currently in earnings.

The adoption of SFAS No. 133 did not have a material impact on the
Company's consolidated results of operations, financial position, or cash
flows.

ADVERTISING COSTS:
- ----------
Advertising is expensed as incurred and amounted to $1,303,000, $1,694,000,
and $2,128,000 for 2002, 2001, and 2000, respectively.

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 regular authorization was approved on August 17,
2000 and provided for the repurchase of up to an aggregate of $2,000,000 in
market value of such stock.  On October 24, 2001, the Company's Board of
Directors authorized, at management's discretion, the repurchase of shares
of the Company's capital stock in order to provide participants in the
Rogers Corporation Global Stock Ownership Plan For Employees (see Note I),
an employee stock purchase plan, with shares of such stock.  This is just
one of the ways shares can be provided to plan participants.  In 2002,
22,413 shares of Treasury Stock were used to fund the Company's obligation
for the Rogers Corporation Global Stock Ownership Plan For Employees. At
December 29, 2002 and December 30, 2001, Treasury Stock totaled 360,487 and
382,900 shares, respectively, and is shown at cost on the balance sheet as
a reduction of Shareholders' Equity.

STOCK-BASED COMPENSATION:
- ------------------------
Under various plans, the Company may grant stock and stock options to
directors, officers, and other key employees.  Stock-based compensation
awards are accounted for using the intrinsic value method prescribed in
APB 25 "Accounting for Stock Issued to Employees" and related
interpretations.  Stock-based compensation costs for stock options are not
reflected in net income as all options granted under the plans had an
exercise price equal to market value of the underlying common stock on the
date of the grant.  Stock-based compensation costs for stock awards are
reflected in net income over the awards' vesting period.

The Company has adopted the disclosure-only provisions of SFAS 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 2002,
2001, and 2000, consistent with the provisions of SFAS No. 123, the
Company's net earnings and earnings per share would have been reduced to
the pro forma amounts indicated below:

					35

<PAGE>
(Dollars in Thousands, Except Per Share Amounts)
                                           2002        2001       2000

Net income, as reported                $ 18,607    $ 15,734   $ 26,720
Less: Total stock-based compensation
 expense determined under
  Black-Scholes option pricing model,
   net of related tax effect	          2,283       2,965      2,486
                                       --------------------------------
Pro forma net income                   $ 16,324    $ 12,769   $ 24,234
                                       --------------------------------
Basic earnings per share:
  As Reported                          $   1.20    $   1.03   $   1.79
  Pro Forma                                1.06         .84       1.63
			               --------------------------------
Diluted earnings per share:
  As Reported                          $   1.16    $    .98   $   1.69
  Pro Forma                                1.01         .80       1.62
                                       --------------------------------

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 three years was used for the assumption
regarding stock options issued in 2002, 2001, and 2000.  Regular options
granted to officers and other key U.S. employees usually become exercisable
in one-third increments beginning on the second anniversary of the grant date.

RECENT ACCOUNTING STANDARDS:
- -----------
In July 2002, the Financial Accounting Standards Board issued SFAS
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities",
which addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging Issues
Task Force Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)."  The provisions of SFAS No. 146 are
effective for exit or disposal activities that are initiated after December
31, 2002, with earlier application encouraged.  The Company will adopt SFAS
No. 146 for exit or disposal activities that are initiated after December 31,
2002, and it does not expect that the adoption of the Statement will have a
significant impact on the Company's financial position or results of
operations.

On December 31, 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure", which amends the
disclosure provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation" and Accounting Principles Board ("APB") Opinion No. 28,
"Interim Financial Reporting".  SFAS No. 148 requires expanded disclosures
within the Company's Summary of Significant Accounting Policies and within
the Company's condensed consolidated interim financial information filed on
Form 10-Q.  SFAS No. 148's annual disclosure requirements are effective for
the fiscal year ending December 29, 2002.  SFAS No. 148's amendment of the
disclosure requirements of APB Opinion No. 28 is effective for financial
reports containing condensed consolidated financial statements for interim
periods beginning after December 15, 2002.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, including Indirect
Guarantees of Indebtedness of Others," ("FIN 45").  FIN 45 requires that
each guarantee meeting the characteristics described in the Interpretation
be recognized and initially measured at fair value and requires additional
disclosures.  FIN 45's disclosure requirements are effective for financial
statements of interim or annual periods ending after December 15, 2002 and
the initial recognition and measure-

					36

<PAGE>

ment provisions are applicable on a prospective basis to guarantees
issued or modified after December 15, 2002.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of Accounting Research
Bulletin ("ARB") No. 51", ("FIN 46").  FIN 46 clarifies the application
ARB No. 51, "Consolidated Financial Statements," to certain entities in which
equity investors do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to finance
its activities without additional subordinated financial support from other
parties.  The consolidation requirements of FIN 46 apply immediately to
variable interest entities created after January 31, 2003, and to existing
variable interest entities in the interim period beginning after June 15,
2003.  The Company is reviewing FIN 46 to determine its impact, if any, on
future reporting periods.


NOTE B-PROPERTY, PLANT AND EQUIPMENT
- -------------
(Dollars in Thousands)
                                   December 29,              December 30,
                                       2002                      2001
                                   ------------              ------------
Land                                 $    5,433                 $   5,265
Buildings and improvements               61,905                    60,839
Machinery and equipment                  83,357                    94,484
Office equipment                         17,242                    16,209
Installations in process                 22,231                    11,672
                                   ------------              ------------
                                        190,168                   188,469
Accumulated depreciation               (90,285)                  (90,015)
                                   ------------              ------------
                                     $   99,883                 $  98,454
                                   ============              ============

Depreciation expense was $13,521,000 in 2002, $12,947,000 in 2001, and
$11,656,000 in 2000. Interest costs incurred during the years 2002, 2001,
and 2000 were $695,000, $1,070,000, and $1,080,000, respectively, of
which $0 in 2002, $57,000 in 2001, and $457,000 in 2000 were capitalized
as part of the cost of plant and equipment additions.

NOTE C-GOODWILL AND OTHER INTANGIBLE ASSETS
- -------------
Identifiable intangible assets and goodwill are comprised of the following:

(Dollars in Thousands)
                                    December 29,             December 30,
                                       2002                      2001
                                    ------------             ------------
Goodwill                                 $17,990                  $15,364
Trademarks and patents                     1,579                      339
Technology                                 4,200                       --
Covenant not to compete                      600                       --
                                    ------------             ------------
                                          24,369                   15,703
Accumulated amortization                 (2,165)                  (2,115)
                                    ------------             ------------
Goodwill and other
  intangible assets                      $22,204                  $13,588
                                    ============             ============

Amortization expense for 2002, 2001, and 2000 amounted to $50,000,
$765,000, and $851,000, respectively.  Estimated amortization expense
during each of the next 5 years is expected to be between $50,000 and
$100,000.

					37
<PAGE>


The changes in the carrying amount of goodwill for the year ended
December 29, 2002, by segment, is as follows:

(Dollars in Thousands)

                                                   Polymer
                           High       Printed     Materials
                        Performance   Circuit        and
                           Foams     Materials    Components    Total
                        ----------------------------------------------
Balance as of
 December 30, 2001        $ 8,500     $ 6,100      $   764     $15,364
Polyolefin foam
 acquisition (Note M)       2,626          --           --       2,626
                        ----------------------------------------------
Balance as of
 December 29, 2002        $11,126     $ 6,100      $   764     $17,990
                        ==============================================



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 $8,705,000, $3,123,000, and
$5,945,000 for 2002, 2001 and 2000, 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 ("RIC")      Japan        High Performance
                                            Foams            October 31

Polyimide Laminate
 Systems, LLC ("PLS")       U.S.       Printed Circuit
                                         Materials          December 31

Rogers Chang Chun
 Technology Co., LTD.
  ("RCCT")                 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 for a period of time.  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.

					38

<PAGE>

SUMMARIZED INFORMATION FOR JOINT VENTJURES

(Dollars in Thousands)

                           December 29,     December 30,
                               2002             2001
                           ------------     ------------
Current Assets                 $ 44,386         $ 39,843
Noncurrent Assets                30,218           33,213
Current Liabilities              24,412           25,309
Noncurrent Liabilities              668           11,344
Shareholders' Equity             49,524           36,403

(Dollars in Thousands)
                                               Year Ended
                           -----------------------------------------------
                           December 29,     December 30,      December 31,
                               2002             2001              2000
                           ------------     ------------      ------------
Net Sales                      $136,861         $121,763          $138,006
Gross Profit                     50,836           33,050            39,809
Net Income                       17,790            5,928            11,608

Other Information:

(Dollars in Thousands)
                                2002            2001              2000
                           ------------     ------------      ------------
Commission Income from PLS      $ 3,601          $ 3,811           $ 3,430
50% Loan Guarantee for
  Durel Corporation                  --            3,877             4,286
Loan to Durel Corporation            --            5,000             6,500

Durel Corporation, which had a 50% loan guarantee from the Company, met its
obligations under the financing arrangement during the second half of 2002.
No payments were required and no losses were incurred under this
guarantee by the Company.

Durel repaid its loan in full to the Company during 2002.  The arrangement
expired in September of 2002 and was not extended.  This guarantee was
terminated with the repayment of this debt.

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

					39

<PAGE>


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)          2002      2001      2000      2002      2001     2000
		     --------------------------------------------------------
Components of net periodic
 benefits cost:
   Service
    cost               $ 2,518  $ 2,120  $ 1,641    $  389   $  282    $  228
   Interest
    cost                 5,571    4,897    4,643       407      359       331
   Expected
    return
     on plan
      assets           (6,191)  (5,819)  (5,644)        --       --        --
   Amortizations
     and
      deferrals            969      509      485       (5)      (92)     (117)
   Amortization of
     transition
      asset              (137)    (199)    (352)        --        --        --
   Curtailment (Gain)
      /Loss		   613       --       --      (213)       --        --
                     ---------------------------------------------------------
   Net periodic
     benefit
      costs           $ 3,343   $ 1,508   $  773     $  578    $  549   $  442
		     =========================================================
Change in plan assets:
   Fair value of plan
    assets at beginning
     of year          $65,160   $63,304  $61,383    $   --    $   --   $   --
   Actual return
    on plan
     assets            (4,474)    4,943    4,724        --        --       --
   Employer
     contributions       3,449      381      356       433       486      518
   Benefit
    payments           (3,593)   (3,468)  (3,160)     (433)     (486)    (518)
		     ---------------------------------------------------------
   Fair value of plan
    assets at end
     of year           $60,542   $65,160  $63,303    $   --    $   --   $   --
                     =========================================================

Change in benefit obligation:
   Benefit obligation at
    beginning
     of year           $74,090   $66,867  $56,555    $ 5,654   $ 4,332  $ 3,395
   Service cost          2,518     2,120    1,641        389       282      228
   Interest cost         5,571     4,897    4,643        407       359      332
   Actuarial losses      9,571     2,483    5,271        524     1,167      895
   Benefit
    payments           (3,644)   (3,468)  (3,160)      (433)     (486)    (518)
   Curtailment         (1,742)        --       --      (213)        --       --
   Plan
    amendments           2,468     1,189    1,917        --         --       --
	             ----------------------------------------------------------
   Benefit obligation at
     at end of year    $88,832   $74,088  $66,867    $ 6,328   $ 5,654  $ 4,332
		     ==========================================================

Reconciliation of funded status:
  Funded status       $(28,291)  $(8,929) $(3,564)   $(6,328)  $(5,654) $(4,332)
  Unrecognized net
    gain/(loss)        22,783     4,506    1,304        (369)     (899)  (2,158)
  Unrecognized prior
    service cost        4,734     3,848    3,168          --        --       --
  Unrecognized
    transition
     asset              (314)     (670)  (1,025)          --        --       --
		     ----------------------------------------------------------
  Accrued Benefit cost
   at end of year    $(1,088)  $(1,245)  $  (117)   $(6,697)   $(6,553) $(6,490)
		     ===========================================================
Amounts recognized in the Balance Sheet
 consist of:
  Prepaid benefit
    cost             $ 4,294   $ 2,752   $ 3,638    $    --    $     --   $   --
  Accrued benefit
    liability        (22,521)  (12,235)  (9,538)     (6,697)   (6,553)   (6,490)
  Intangible
   asset                4,657     3,556    2,769         --          --       --
  Deferred tax
   asset                4,744     1,779    1,145         --          --       --
  Accumulated other
    comprehensive
      loss              7,738     2,903    1,869         --          --       --
                     -----------------------------------------------------------
  Net amount recognized
    at end of year   $(1,088)  $(1,245)  $ (117)    $(6,697)   $(6,553) $(6,490)
		     ===========================================================

					40

<PAGE>


In accordance with FASB Statement No. 87, the Company has recorded an
additional minimum pension liability for underfunded plans of $17,138,000
and $8,238,000 for 2002 and 2001, respectively, 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.


                                                             Other
                              Pension Benefits         Postretirement Benefits
- ------------------------------------------------------------------------------
Assumptions as of year-end:   2002        2001            2002        2001
- ------------------------------------------------------------------------------
   Discount rate              6.75%       7.25%           6.75%       7.25%
   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 for both years.
The expected rate is 9.00% in 2002 and 9.50% in 2001 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 2002 and only one plan in 2001.  Amounts
applicable are:


                                                      2002            2001
- ----------------------------------------------------------------------------
Projected benefit obligation                       $88,319         $18,240
Accumulated benefit obligation                      78,435          17,831
Fair value of plan assets                           60,542          11,888


OTHER POSTRETIREMENT BENEFITS:
- ----------
The assumed health care cost trend rate of increase was 5.0% for 2001 -
2002 and it was increased to 8.5% for 2003.  The rate was assumed to
decrease gradually to 5.0% for 2008 and remain at that level thereafter.
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 2003 by $373,000
and the aggregate of service cost and interest cost components of net
periodic postretirement benefit cost for fiscal 2002 by $84,000; decreasing
the assumed rates by one percentage point would decrease the accumulated
postretirement benefit obligation at the beginning of 2003 by $350,000 and
the aggregate of service cost and interest cost components of net periodic
postretirement benefit cost for fiscal 2002 by $73,000.

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

The Company sponsors the Rogers Employee Savings and Investment Plan
("RESIP") for domestic employees.  Prior to 2003, the plan allowed such
employees to contribute up to 18% of their compensation through payroll
deductions.  Effective January 1, 2003, the plan limitation of 18% on
employee pretax contributions has been eliminated.  Employees are now able
to defer a percentage or flat amount they choose, up to the yearly IRS
limit, which is $12,000 in 2003.  Currently up to 5% of an eligible
employee's annual pre-tax contribution is matched at a rate of 50% by the
Company.  In 2002 and 2001, 100% of the Company's matching contribution was
invested in Company stock. RESIP related expense amounted to $813,000 in
2002, $934,000 in 2001, and $859,000 in 2000, including Company matching
contributions of $813,000, $903,000, and $813,000, respectively.

					41

<PAGE>

Also effective January 1, 2003, the Company has implemented the Economic
Growth and Tax Relief Reconciliation Act ("EGTRRA") Age 50 Catch Up
provision.  Participants that will reach age 50 (or older) by December 31,
2003 are eligible to contribute an additional $2,000 in 2003.  For those
employees participating in the EGTRRA, the maximum amount that can be
contributed to the RESIP in 2003 will be $14,000.  There is no company
match for the EGTRRA.

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

LONG-TERM DEBT:
- ----------

The Company has an unsecured multi-currency revolving credit agreement with
two domestic banks and can borrow up to $50,000,000, 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. There were no borrowings pursuant to this arrangement at December
29, 2002 and December 30, 2001.  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 had designated a 390,200,000 Belgian franc loan as a hedge of
its net investment in its foreign subsidiaries in Belgium (US$9,100,000 at
December 31, 2000). On July 6, 2001, the Company repaid the debt at the
then current Belgian franc rate, amounting to US$8,200,000.  During the years
2001 and 2000, the Company recorded US$900,000 and US$600,000, respectively, of
net gains related to the hedge in other comprehensive income.

In September 2001, Rogers N.V., a Belgian subsidiary of the Company, signed
an unsecured revolving credit agreement with a European bank.  Under this
arrangement Rogers N.V. now can borrow up to 6,200,000 Euro.  Amounts
borrowed under this agreement are to be repaid in full by May 1, 2005.  The
rate of interest charged on outstanding loans is based on the Euribor plus
25 basis points.  At December 29, 2002, Rogers N.V. had no borrowings under
this agreement.  At December 30, 2001, Rogers N.V. had borrowings of
1,487,361 Euro (US$1,315,000) under this agreement.

INTEREST PAID:
- ----------
Interest paid during the years 2002, 2001, and 2000, was $698,000,
$1,050,000, and $1,132,000, respectively.

RESTRICTION ON PAYMENT OF DIVIDENDS:
- ----------
Pursuant to the multi-currency revolving credit 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)

                                     2002          2001          2000
- ---------------------------------------------------------------------
Domestic                         $ 20,488      $ 13,144      $ 30,263
International                       4,321         7,835         7,371
- ---------------------------------------------------------------------
                                 $ 24,809      $ 20,979      $ 37,634
                                 ====================================

					42

<PAGE>


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


(Dollars in Thousands)

                                   Current         Deferred        Total
                                   -------------------------------------
2002:
  Federal                          $ 2,946          $ 1,844      $ 4,790
  International                        615              621        1,236
  State                                 80              961           76
                                   -------------------------------------
                                   $ 3,641          $ 2,561      $ 6,202
                                   =====================================
2001:
  Federal                          $ 3,029          $(1,093)     $ 1,936
  International                      1,951            1,533        3,484
  State                                 26             (201)        (175)
                                   --------------------------------------
                                   $ 5,006          $   239      $ 5,245
                                   ======================================
2000:
  Federal                          $ 5,050          $ 2,507      $ 7,557
  International                      2,665              299        2,964
  State                               (100)             493          393
                                   --------------------------------------
                                   $ 7,615          $ 3,299      $10,914
                                   ======================================

Deferred tax assets and liabilities as of December 29, 2002 and December
30, 2001, respectively, are comprised of the following:


(Dollars in Thousands)
                                  December 29,        December 30,
                                         2002                2001
                                  ------------        ------------
Deferred tax assets:
  Accruals not currently
   deductible for tax purposes:
     Accrued employee benefits
       and compensation               $ 7,211             $ 4,655
     Accrued postretirement
       benefits                         2,105               2,021
  Other accrued liabilities
    and reserves                        2,807               2,699
  Tax credit carry-forwards             2,531               3,232
                                  --------------------------------
Total deferred tax assets              14,654              12,607
Less deferred tax asset
  valuation allowance                     506                 384
                                  --------------------------------
Net deferred tax assets                14,148              12,223
                                  --------------------------------
Deferred tax liabilities:
  Depreciation and amortization        13,711              14,141
  Investments in joint ventures, net    3,713               1,064
  Other                                    47                 129
                                  --------------------------------
Total deferred tax liabilities         17,471              15,334
                                  --------------------------------
Net deferred tax liability            $(3,323)            $(3,111)
	                          ================================

Deferred taxes are classified on the consolidated balance sheet at December
29, 2002 and December 30, 2001 as a net short-term deferred tax asset of
$4,985,000 and $5,041,000, respectively, and a net long-term deferred tax
liability of $8,308,000 and $8,152,000, 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:

					43

<PAGE>


(Dollars in Thousands)
                                       2002        2001        2000
                                     --------------------------------
Tax expense at Federal statutory
 income tax rate                     $ 8,683     $ 7,342     $13,172
International tax rate
 differential                           (619)        409         334
Net U.S. tax (foreign tax credit)
 on foreign earnings                    (926)     (1,058)       (799)
General business credits                (582)       (400)       (537)
Nontaxable foreign sales
 income                               (1,120)     (1,213)       (861)
State income taxes, net
 of Federal benefit                      114         102         256
Valuation allowance change               122        (375)       (294)
Other                                    530         438        (357)
                                     ---------------------------------
Income tax expense                   $ 6,202     $ 5,245     $10,914
                                     =================================


In December 2002, the Belgian government enacted a tax rate decrease
effective for years ending in 2003 and later.  All ending deferred tax
balances attributable to Belgian operations were restated from the 40.17%
tax rate to the new 33.99% tax rate for U.S. GAAP purposes to reflect this
change.  The 2002 international tax rate differential includes this
reduction to the deferred international tax expense of $813,000, net of the
current international tax expense in excess of the U.S. statutory tax rate
of $194,000.

The tax credit carry-forwards consist of general business credits of
$990,000 that begin to expire in 2017 and alternative minimum tax credits
of $1,541,000 that have no expiration date.

The deferred tax asset valuation allowance increased by $122,000 and
decreased by $375,000 during 2002 and 2001, respectively.  The increase in
2002 resulted primarily from operating losses in China that did not
generate a tax benefit and the decrease in 2001 resulted primarily from the
Company's utilization of foreign tax credits on undistributed profits from
its Japanese joint venture.  The Company
recognized a U.S. deferred tax asset in 2002 and 2001 of $2,080,000 and
$1,319,000, respectively.  The recognition was determined to be more likely
than not based on the availability and amount of recoverable taxes paid in
the Federal carry-back period.

Undistributed international earnings, on which United States income tax had
not been provided, before available tax credits and deductions, amounted to
$22,864,000 at December 29, 2002, $19,569,000 at December 30, 2001, and
$15,429,000 at December 31, 2000.  Tax has not been provided on these
undistributed earnings as it is the Company's practice and intention to
continue to reinvest these earnings.

Income taxes paid were $1,471,000, $2,918,000, and $3,598,000, in 2002,
2001, and 2000, respectively.



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

Components of Other Comprehensive Loss consist of the following:


(Dollars in Thousands)
                                      2002          2001          2000
                                    -----------------------------------
Foreign currency
 translation adjustments            $ 4,172      $  (793)      $ (923)
Change in minimum pension liability,
 net of $2,963 and $634
  in taxes in 2002 and 2001          (4,835)       (1,034)      (1,718)
                                    ------------------------------------
Other comprehensive loss            $  (663)      $(1,827)     $(2,641)
                                    ====================================

					44

<PAGE>

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

(Dollars in Thousands)
                                    December 29,         December 30,
                                           2002                 2001
                                    ---------------------------------
Foreign currency translation
  adjustments                          $ 3,045              $(1,127)
Minimum pension liability, net
 of $4,742 and $1,779
  in taxes in 2002 and 2001             (7,738)              (2,903)
                                    ---------------------------------
Accumulated balance                    $(4,693)             $(4,030)
                                    =================================

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 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 29,           December 30,
                                     2002                   2001
                               -----------------------------------
Shareholder Rights Plan         20,323,964             20,385,363
Stock options                    3,663,642              3,824,145
Rogers Employee Savings and
  Investment Plan                  169,044                169,044
Rogers Corporation Global
  Stock Ownership Plan For
   Employees                       477,587                500,000
Long-Term Enhancement Plan         115,308                115,308
Stock to be issued in lieu of
 deferred compensation              41,635                 37,682
                               -----------------------------------
Total                           24,791,180             25,031,542
	                       ===================================

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:
                                       2002        2001        2000
                                      ------------------------------
Risk-free interest rate               1.83%       4.67%       5.14%
Dividend yield                           0%          0%          0%
Volatility factor                     36.3%       33.6%       33.2%
Weighted-average expected life    6.1 years   6.1 years   6.1 years


A summary of the status of the Company's stock option program at year-end
2002, 2001, and 2000, and changes during the years ended on those dates is
presented below:

					45

<PAGE>


			     2002               2001                 2000
		-------------------------------------------------------------
			   Weighted-           Weighted-            Weighted-
			   Average             Average              Average
			   Exercise            Exercise             Exercise
Stock Options     Shares     Price      Shares    Price      Shares   Price
		 ------------------------------------------------------------
Outstanding at
  beginning
   of year       2,314,821  $20.04    2,357,214  $17.12    2,518,850  $12.00

Granted            528,560   26.07      270,809   33.24      429,479   32.56

Exercised         (152,177)  12.15     (307,051)   9.19     (513,511)   6.94
Cancelled           (3,167)  30.44       (6,151)  22.84      (77,604)   5.12
		 ------------------------------------------------------------
Outstanding at
  end of year    2,688,037  $21.66    2,314,821  $20.04    2,357,214  $17.12
		 ============================================================
Options
 exercisable at
  end of year    1,807,673             1,668,843             1,496,710
		 ============================================================
Weighted-average fair
  value of
   options granted
    during year             $ 9.38               $13.97               $13.97
		 ============================================================


The following table summarizes information about stock options outstanding at
December 29, 2002:

                       Options Outstanding           Options Exercisable

                               Weighted-
                               Average        Weighted-              Weighted-
                  Number       Remaining      Average   Number       Average
Range of Exercise Outstanding  Contractual    Exercise  Exercisable  Exercise
Prices            at 12/29/02  Life in Years  Price     at 12/29/02  Price
- -----------------------------------------------------------------------------

$3 to $11           206,370	   1.6        $ 8.28      206,370     $ 8.28

$12 to $28        1,829,229        6.4        $18.79    1,301,781     $16.42

$29 to $43          652,438        8.2        $33.95      299,522     $34.01
                  -----------------------------------------------------------
$3 to $43         2,688,037        6.5        $21.66    1,807,673     $18.40
                  ===========================================================


In 2001, shareholders approved the Rogers Corporation Global Stock Ownership
Plan For Employees, an employee stock purchase plan.  The plan provides for
the issuance of up to 500,000 shares of Company stock.  Shares may be
purchased by participating employees through payroll deductions that are
made during prescribed offering periods with the actual purchases made at
the end of each offering period.  Currently, shares may be purchased at 85%
of the stock's closing price at the beginning or end of each offering period,
whichever is lower and other rules have been established for participation
in the plan.

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
$1,481,000 in 2002, $1,320,000 in 2001, and $1,084,000 in 2000.

Future minimum lease payments under noncancellable operating leases at
December 29, 2002, aggregate $1,800,000.  Of this amount, annual minimum
payments are $880,000, $462,000, $257,000, $64,000, and $48,000 for years
2003 through 2007, respectively.

CONTINGENCIES:
- ----------
The Company is subject to federal, state, and local laws and regulations
concerning the environment and is currently engaged in proceedings related to
such matters.

					46

<PAGE>

The Company is currently involved as a potentially responsible party ("PRP") in
two cases involving waste disposal sites, both of which are Superfund sites.
These proceedings are at a stage where it is still not possible 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.  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 worked 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, monitored the site in 2001, and will
continue to monitor the site for the next two years. On the basis of estimates
prepared by environmental engineers and consultants, the Company recorded a
provision of $2,200,000 prior to 1999 and based on updated estimates provided
an additional $400,000 in 1999 for costs related to this matter.  Prior to
2000, $1,300,000 was charged against this provision.  In 2000, 2001, and 2002
expenses of $900,000, $100,000, and $200,000 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")
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 disputed 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 placed that decision
on appeal with the District of Columbia Federal Court of Appeals in 2000.  In
early January of 2002, the Company was informed that the Court of Appeals
reversed the decision. As a result of this favorable decision, the $300,000
reserve for the fine was taken into income in 2001.  However, subsequent to the
favorable decision by the Court of Appeals, the EPA continued to pursue this
issue and settlement discussions with the EPA were more protracted and
difficult than originally anticipated.  As such, the Company recorded $325,000
for legal and other costs associated with this matter in 2002.  On January 16,
2003, a settlement agreement was signed with the EPA.  The costs associated
with the settlement will not exceed the provision recorded, which included a
cash settlement payment to the government of $45,000 plus a commitment to
undertake some energy-related environmental improvements at its facilities, as
well as assistance to the Woodstock, Connecticut Fire Department for emergency
preparedness.  Management believes, based on the facts currently available,
that the provision recorded in 2002 is adequate to cover the requirement of the
settlement.

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.  On May 11, 2001, the Company announced that active
discussions with Taconic to acquire the ADD business had been suspended and
it was not anticipated that the acquisition would occur.  Accordingly,
$1,500,000 in costs associated with this potential acquisition were written
off during the second quarter.  On October 23, 2001, the Company terminated
the acquisition agreement.

On October 24, 2001, Taconic filed a breach of contract lawsuit against the
Company in the United States District Court for the District of Connecticut
seeking damages in the amount of

					47

<PAGE>

$25,000,000 or more, as well as specific performance and attorneys' fees.
In September 2002, a confidential settlement agreement concerning all
matters raised in this litigation was negotiated and entered into.  The
settlement had no material impact on the current period results.

There recently has been a significant increase in certain U.S.
states in asbestos-related product liability claims against
numerous industrial companies.  The Company has been named,
along with hundreds of other industrial companies, as a defendant
in some of these cases.  The Company strongly believes it has
valid defenses to these claims and intends to defend itself
vigorously.  In addition, the Company believes that it has
sufficient insurance to cover all costs associated with these
claims.  Based upon past claims experience and available
insurance coverage, management believes that these matters
will not have a material adverse effect on the Company's
consolidated financial position, results of operations, or
cash flows.



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



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

The Company has nine business units and four joint ventures. The business
units and joint ventures have been aggregated into three reportable segments:
High Performance Foams, Printed Circuit Materials, and Polymer Materials and
Components.  Each segment has common management oversight, share common
infrastructures, and each offers different products and services.

High Performance Foams:  This segment consists of three business units and
one joint venture. The products produced by these operations consist
primarily of high-performance urethane, silicone and polyolefin 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, that are primarily fabricated
by others into circuits which are then 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 three
business units and one joint venture.  The products produced by these
operations consist primarily of molded elastomer components, power
distribution components, electroluminescent lamps 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.

					48

<PAGE>


The principal manufacturing operations of the Company are located in the
United States, Europe and Asia.  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 ventures in Asia.  Approximately
55%, 57%, and 54% of total sales were to the electronics industry in 2002,
2001, and 2000, respectively. Approximately 33%, 34%, and 27% of the
Company's sales of products manufactured by U.S. divisions were made to
customers located in foreign countries in 2002, 2001, and 2000, respectively.
This includes sales to Europe of 12%, 17%, and 12%, sales to Asia of 18%,
15%, and 12%, and sales to Canada of 2%, 1%, and 1% in 2002, 2001, and 2000,
respectively.

The electronics industry accounted for approximately 62%, 63%, and 67% at
December 29, 2002, December 30, 2001 and December 31, 2000, respectively, of
the total accounts receivable due from customers.  Accounts receivable due
from customers located within the United States accounted for 45%, 71%, and
74% of the total accounts receivable owed to the Company at the end of 2002,
2001 and 2000, respectively.  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.

BUSINESS SEGMENT INFORMATION
(Dollars in
 Thousands)              High          Printed          Polymer
		      Performance      Circuit        Materials and
			 Foams        Materials        Components     Total
		      --------------------------------------------------------
2002:
  Net sales           $  65,084       $  82,419       $  71,935      $ 219,438
  Operating income        8,052           4,802           1,320         14,174
  Total assets           59,520         135,062          63,119        257,701
  Capital expenditures   13,877           7,072           1,733         22,682
  Depreciation            1,996           6,700           4,825         13,521
  Joint venture equity
    income (loss)         1,778            (351)          7,278          8,705
                      ========================================================

2001:
  Net sales           $  49,745       $  88,342       $  77,950      $ 216,037
  Operating income        4,583           6,170           2,293         13,046
  Total assets           44,908         101,539          77,362        223,809
  Capital expenditures      955          15,242           1,835         18,032
  Depreciation            2,165           6,152           4,630         12,947
  Joint venture equity
    income (loss)         1,557            (428)          1,994          3,123
		      ========================================================
2000:
  Net sales           $  58,877       $ 100,701       $  88,637      $ 248,215
  Operating income       11,191          12,189           6,103         29,483
  Total assets           44,171          93,809          83,534        221,514
  Capital expenditures    1,185          15,122           6,437         22,744
  Depreciation            2,106           5,306           4,244         11,656
  Joint venture equity
    income                  994              --           4,951          5,945
		      ========================================================

					49

<PAGE>


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

           			             Europe
				United     (primarily
 (Dollars in Thousands)         States      Belgium)     Asia       Total
			      ----------------------------------------------
2002:
   Net sales                  $ 163,127    $  41,834   $ 14,477   $ 219,438
   Long-lived assets             91,274       34,707      1,234     127,215
			      ==============================================
2001:
   Net sales                  $ 165,321    $  45,913   $  4,803   $ 216,037
   Long-lived assets             90,129       26,340         --     116,469
			      ==============================================
2000:
   Net sales                  $ 192,885    $  50,261   $  5,069   $ 248,215
   Long-lived assets             91,333       19,347         --     110,680
           		      ==============================================


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 $30,268,000 at
December 29, 2002, $23,691,000 at December 30, 2001, and $9,698,000 at
December 31, 2000.  Net income of these foreign subsidiaries was
$2,744,000 in 2002, $4,819,000 in 2001, and $4,399,000 in 2000, including
net currency transaction gains (losses) of $2,000 in 2002, $117,000
in 2001, and $61,000 in 2000.


NOTE L-RESTRUCTURING COSTS
- ----------

In 2002, the Company incurred restructuring charges of $2,150,000.  These
charges were associated solely with the severance benefits for 62 employees
of which 48 had been terminated prior to year-end. The remaining employees
were notified prior to year-end.  The separation date of these residual
employees will occur on varied dates in 2003.  These workforce reductions
were initiated in order to appropriately align resources with the Company's
business requirements, given varied ongoing operational initiatives,
including non-strategic business unit consolidations, plant rationalizations,
outsourcing low value production and/or moving it to lower production cost
environments, and support function reorganizations to streamline administrative
activities. As of December 29, 2002, the balance in the accrual for these
charges was $1,600,000.  Management believes based on current estimates the
provision recorded in 2002 will be adequate to cover the future costs of
these restructuring activities.

In 2001 the Company incurred a restructuring charge in the amount of
$500,000.  This amount was primarily related to severance benefits for the
termination of 19 employees in the Printed Circuit Materials segment which
was associated with the merging of two business units within that segment.
All employees had been terminated prior to year-end and the balance of the
accrual was $25,000 as of December 30, 2001.



NOTE M-ACQUISITIONS/DIVESTITURES
- ----------

As of December 31, 2001 (the beginning of fiscal year 2002), the Company
acquired certain assets of the high performance foam business of Cellect
LLC ("Cellect")for approximately $10,000,000 in cash, plus a potential
earn-out in five years based upon performance.  While there is no
contractual limitation on the earn-out, the actual earn-out will be
determined and effected by the sales and profitability growth through
2006 as compared to the base year of 2001.  These assets included
intellectual property rights, machinery and equipment, inventory, and
customer lists for

					50

<PAGE>

portions of the Cellect plastomeric and elastomeric high performance
polyolefin foam business.  The acquisition was accounted for as a purchase
pursuant to SFAS No. 141, "Business Combinations."  As such, the purchase
price has been allocated to property, plant and equipment and intangible
assets based on their respective fair values at the date of acquisition.
The following table summarizes the estimated fair values of the acquired
assets on the date of acquisition:


Purchase price                      $10,000,000
Acquisition costs                       226,000
                                    -----------
                                     10,226,000


Less identified tangible/intangible assets:


Property, plant and equipment         1,600,000

Trademarks                            1,200,000

Technology                            4,200,000

Covenant not-to-compete                 600,000
                                    ------------
                                      7,600,000
                                    ------------
Goodwill                            $ 2,626,000
                                    ============

Of the intangible assets acquired, only the covenant not-to-compete is
considered to not have an indefinite life.  Accordingly, the remaining
intangibles will not be amortized, but will be reviewed for impairment
on an annual basis.  The amortization period for the covenant
not-to-compete is 3 years and amortization commences in 2007, subsequent
to the completion of the earn-out period.

On November 18, 2002, the Company completed the divestiture of its Moldable
Composites Division ("MCD"), located in Manchester, Connecticut.  MCD, which
was included in the Company's Polymer Materials and Components segment, was
sold to Vyncolit North America Inc., a subsidiary of the Perstorp Group,
Sweden.  Under the terms of the agreement, the Company will receive a total
of approximately $21,000,000 for the business assets (excluding the
intellectual property) and a five-year royalty stream from the intellectual
property license.  Half of the $21,000,000 was paid in cash upon consummation
of the transaction.  A Note Receivable, which bears interest at the rate of
LIBOR plus 1%, was provided for the remainder of the sales price which will
be paid over a five-year period.  There was no material gain or loss on the
sale transaction.

					51

<PAGE>



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 29, 2002 and December 30, 2001,
and the related consolidated statements of income, shareholders' equity and
cash flows for each of the three fiscal years in the period ended December
29, 2002.  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 29, 2002 and December 30, 2001, and
the consolidated results of their operations and their cash flows for each of
the three fiscal years in the period ended December 29, 2002, in conformity
with accounting principles generally accepted in the United States.

As discussed in Note A to the consolidated financial statements, effective
December 31, 2001, the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets."


	ERNST & YOUNG LLP

					52




Providence, Rhode Island
February 4, 2003



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
- ---------------------------------------------------------------------------
2002   Fourth    $ 51,516    $ 17,853    $  5,422    $   .35	 $   .34
       Third       56,034      17,463       4,770        .31         .30
       Second      57,330      17,696	    4,531        .29	     .28
       First       54,558      16,243	    3,884        .25	     .24
- ---------------------------------------------------------------------------
2001   Fourth    $ 48,094    $ 14,611    $  3,900    $   .25	 $   .24
       Third       51,031      15,792       3,219        .21         .20
       Second      53,162      15,801       1,894        .12	     .12
       First       63,750      20,654       6,721        .44         .42
- ---------------------------------------------------------------------------


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.


                        2002                            2001
- --------------------------------------------------------------------

Quarter            High        Low                High        Low
- --------------------------------------------------------------------
Fourth          $  26.39   $  20.65		$ 35.80    $  27.80

Third              28.85      23.35               31.30       24.95

Second             35.80      26.25               35.60       23.90

First              34.00      27.20		  42.00       31.75
- --------------------------------------------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>5
<FILENAME>edgweb10kcert2002.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
Exhibit  99.1



                             CERTIFICATION PURSUANT TO
                               18 U.S.C. SECTION 1350,
                               AS ADOPTED PURSUANT TO
                   SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Rogers Corporation (the "Company")
on Form 10K for the period ending December 29, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Walter E. Boomer, Chairman and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1) The Report fully complies with the requirements of section
             13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in
             all material respects, the financial condition and results
             of operations of the Company.


/s/ Walter E. Boomer
- --------------------
Walter E. Boomer
Chairman of the Board and Chief Executive Officer
March 31, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>6
<FILENAME>edgjmr10kcert2002.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
Exhibit 99.2



                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Rogers Corporation (the "Company")
on Form 10-K for the period ending December 29, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
James M. Rutledge, Vice President, Finance, Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

	(1)  The Report fully complies with the requirements of section 13(a)
	     or 15(d) of the Securities Exchange Act of 1934; and

	(2)  The information contained in the Report fairly presents, in all
             material respects, the financial condition and results of
             operations of the Company.


/s/ James M. Rutledge
- ---------------------
James M. Rutledge
Vice President, Finance and Chief Financial Officer
March 31, 2003







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>7
<FILENAME>edgdurelfinancials.txt
<DESCRIPTION>DUREL CORPORATION FINANCIALS
<TEXT>

FINANCIAL STATEMENTS
Durel Corporation
December 29, 2002




<PAGE>


                              Durel Corporation

                       Index to Financial Statements






Financial Statements:

Report of Independent Auditors.............................................1

Balance Sheets at December 29, 2002 and December 30, 2001..................2

Statements of Income for the Years Ended December
  29, 2002, December 30, 2001 and December 31, 2000........................3

Statements of Shareholders' Equity for the Years
  Ended December 29, 2002, December 30, 2001 and
  December 31, 2000........................................................4

Statements of Cash Flows for the Years Ended
  December 29, 2002, December 30, 2001 and
  December 31, 2000........................................................5

Notes to Financial Statements..............................................6


<PAGE>



                        Report of Independent Auditors

Board of Directors
Durel Corporation

We have audited the accompanying balance sheets of Durel
Corporation as of December 29, 2002, and December 30, 2001, and
the related statements of income, shareholders' equity, and cash
flows for each of the three years in the period ended December
29, 2002. 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 financial position
of Durel Corporation at December 29, 2002, and December 30, 2001,
and the results of its operations and its cash flows for each of
the three years in the period ended December 29, 2002, in
conformity with accounting principles generally accepted in the
United States.

                                       /s/ Ernst and Young LLP
Phoenix, Arizona
March 14, 2003

                                   1

<PAGE>

                             Durel Corporation

                               Balance Sheets


                                             December 29      December 30
                                                 2002              2001
Assets

Current assets:
  Cash and cash equivalents                  $ 3,613,570      $ 1,833,355
  Accounts receivable, less allowance
    for doubtful accounts of $500,000 and
    $400,000 at December 29, 2002 and
    December 30, 2001, respectively           11,544,627        8,193,511
  Inventories, net                             6,382,929        6,237,553
  Deferred tax assets                          1,863,000        1,724,949
  Prepaid expenses and other                      14,149          215,080
                                            ------------     ------------
Total current assets                          23,418,275       18,204,448

Noncurrent pension asset                         563,036          236,676
Property, plant, and equipment, net           21,228,037       24,897,772
                                            ------------     ------------
Total assets                                 $45,209,348      $43,338,896
                                            ============     ============


Liabilities and shareholders' equity

Current liabilities:
  Accounts payable                           $ 6,224,782      $ 3,884,204
  Accrued payroll and related expenses         3,608,899        2,014,100
  Accrued liabilities                          1,078,448          799,341
  Payable to shareholders                        309,495          464,412
  Income taxes payable                         1,630,531        1,770,126
  Payable to shareholders                        656,557               --
  Notes Payable to shareholders                       --        5,000,000
  Current portion of long-term debt                   --        1,102,982
                                              ------------     ------------
Total current liabilities                     13,508,712       15,035,165

Noncurrent pension liability                     121,168          201,254
Deferred tax liability                         1,370,576        1,012,303
Payable to shareholders, noncurrent                   --          656,557
Long-term debt                                        --       10,650,572

Contingencies

Shareholders' equity:

  Common shares, par value $.01 per share
    Authorized shares-150,000
    Issued and outstanding shares-2,000               20               20
  Additional paid-in capital                   7,040,294        7,040,294
  Accumulated other comprehensive loss          (114,637)              --
  Retained earnings                           23,283,215        8,742,731
                                            ------------     ------------
Total shareholders' equity                    30,208,892       15,783,045
                                            ------------     ------------
Total liabilities and shareholders'
  equity                                     $45,209,348      $43,338,896
                                            ============     ============

See accompanying notes.

                                          2

<PAGE>


                                  Durel Corporation

                                 Statements of Income


                                                Years Ended
                                 -----------------------------------------
                                 December 29    December 30    December 31
                                    2002            2001           2000
                                 -----------------------------------------
Net sales                        $84,061,876    $59,231,061    $73,811,266
Cost of goods sold                47,168,975     40,044,666     47,586,633
                                 -----------------------------------------
Gross profit                      36,892,901     19,186,395     26,224,633

Costs and expenses:
  Selling and administrative      10,987,745     10,080,889     12,858,030
  Research and development         2,990,504      2,494,819      2,681,629
                                 -----------------------------------------
Income from operations            22,914,652      6,610,687     10,684,974


Other (expense) income:
  Interest income                     45,059         62,646        108,567
  Interest expense                  (958,579)    (1,301,443)      (985,770)
  Other                               29,352        127,737        470,282
                                 -----------------------------------------
Income before income taxes        22,030,484      5,499,627     10,278,053
Provision for income taxes         7,490,000      1,924,000      2,363,952
                                 -----------------------------------------
Net income                       $14,540,484    $ 3,575,627    $ 7,914,101
                                 =========================================

See accompanying notes.

                                        3

<PAGE>


                                   Durel Corporation

                            Statements of Shareholders' Equity


                                          Accumulated
               Common  Shares Additional     Other
              ---------------   Paid-In  Comprehensive  Retained
               Shares  Amount   Capital   Income(Loss)  Earnings      Total
              ------ --------------------------------------------------------
Balance at
 January 2,
  2000         2,000    $20   $7,040,294 $   --      $(2,746,997) $ 4,293,317
Comprehensive
 Income:
   Net income     --     --           --     --        7,914,101    7,914,101
    Comprehensive                                                 -----------
     Income                                                         7,914,101
              ---------------------------------------------------------------
Balance at
 December 31,
  2000         2,000     20    7,040,294     --        5,167,104   12,207,418
Comprehensive
 Income:
   Net income     --     --           --     --        3,575,627    3,575,627
    Comprehensive                                                 -----------
     Income                                                         3,575,627
              ---------------------------------------------------------------
Balance at
 December 30,
  2001         2,000     20    7,040,294     --        8,742,731   15,783,045
Comprehensive
 Income:
   Net income     --     --           --     --       14,540,484   14,540,484
   Pension plan
    additional
    minimum
    liability,
    net of taxes  --     --           --  (114,637)           --    (114,637)
     Comprehensive                                                -----------
       Income                                                      14,425,847
              ---------------------------------------------------------------
Balance at
 December 29,
  2002        2,000      $20  $7,040,294 $(114,637)  $23,283,215  $30,208,892
              ===============================================================


See accompanying notes.

                                           4

<PAGE>

                                    Durel Corporation

                                 Statements of Cash Flows


                                                 Years Ended
                                 -------------------------------------------
                                 December 29     December 30     December 31
                                    2002             2001            2000
                                 -------------------------------------------
Operating activities
Net income                       $ 14,540,484    $  3,575,627   $  7,914,101
Adjustments to reconcile net
 income to net cash provided
  by operating activities:

   Depreciation and amortization    3,171,165       2,920,263      1,807,891
   Noncash property, plant and
     equipment charges                785,260              --       (58,062)
   Provision for doubtful
     accounts                         100,000          50,000        175,000
   Provision for inventory
     allowances                            --         640,000      1,360,000
   Deferred income tax
     provision (benefit)              296,646         295,953      (812,599)
   Deferred pension benefits        (597,507)       (225,422)       (10,000)
   Changes in operating assets
     and liabilities:
       Accounts receivable        (3,451,116)       6,171,823    (7,557,464)
       Inventories                  (145,376)       1,197,506    (5,372,107)
       Prepaid expenses and other     200,931       (117,080)       (92,000)
       Accounts payable             2,366,395     (1,241,160)      1,334,496
       Accrued payroll and
        related expenses            1,594,799     (2,794,136)      3,192,021
       Accrued liabilities            279,107       (400,725)        197,841
       Income taxes payable         (139,595)         872,387        689,549
       Payable to shareholders      (154,917)     (1,756,580)      1,851,190
                                  ------------------------------------------
Net cash provided by operating
  activities                       18,846,276       9,188,456      4,619,857

Investing activities
Purchase of property, plant,
  and equipment                     (286,690)     (3,965,344)   (14,521,383)
Decrease in accounts payable
  relating to purchases of
  property, plant and equipment      (25,817)       (267,395)      (105,621)
Proceeds from disposal of
  property, plant and equipment           --              --         248,413
Net cash used in investing        ------------------------------------------
  activities                        (312,507)     (4,232,739)   (14,378,591)

Financing activities
Repayments of long-term debt     (15,327,740)     (2,318,539)      (763,553)
Proceeds from long-term debt        3,574,186       1,000,000      4,500,000
(Repayments to) borrowings
  from shareholders               (5,000,000)     (1,500,000)      6,000,000
Repayments of payable to
  shareholders                            --      (1,700,000)       (43,996)
Net cash (used in)
  provided by
  financing                     --------------------------------------------
  activities                     (16,753,554)     (4,518,539)      9,692,451
Net increase (decrease) in      --------------------------------------------
  cash and cash equivalents         1,780,215         437,178       (66,283)
Cash and cash equivalents at
  beginning of year                 1,833,355       1,396,177      1,462,460
Cash and cash equivalents at    --------------------------------------------
  end of year                   $   3,613,570    $  1,833,355   $  1,396,177
                                ============================================

See accompanying notes.

                                           5

<PAGE>


                                     Durel Corporation

                               Notes to Financial Statements

                                      December 29, 2002



1. Accounting Policies

Description of Business

Durel Corporation (the "Company") was incorporated on June 1,
1988, in the state of Delaware.  The Company operates in one
operating segment and engages primarily in the research,
development, manufacture and sale of electroluminescent
products. The Company is a joint venture of Rogers Corporation
and Minnesota Mining and Manufacturing Company (the
"Shareholders"), with each owning 50 percent of the outstanding
common stock.

The Company's fiscal year is comprised of 52 or 53 weeks, ending
on the Sunday nearest December 31. Fiscal year 2002 ended on
December 29, 2002, fiscal year 2001 ended on December 30, 2001,
and fiscal year 2000 ended on December 31, 2000.  All were 52
week years.

Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
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.

Fair Value of Financial Instruments

The Company's cash and cash equivalents, accounts receivable,
accounts payable and long-term debt represent financial
instruments as defined by statement of Financial Accounting
Standards No. 107, Disclosures About Fair Value of Financial
Instruments. The carrying value of these financial instruments
is a reasonable approximation of fair value, due to their
current maturities.

Cash and Cash Equivalents

Cash and cash equivalents consist of checking accounts and funds
invested in overnight repurchase agreements and are stated at
cost, which approximates market value. The Company considers all
highly liquid investments with a maturity of three months or
less when purchased to be cash equivalents.

Allowance for Doubtful Accounts

In circumstances where the Company is made aware of a specific
customer's inability to meet its financial obligations, a reserve
is established.  The majority of accounts are individually
evaluated on a regular basis and appropriate reserves are
established as deemed appropriate.  The remainder of the
reserve is general in nature and is based upon historical
trends and current market assessments.

                                   6

<PAGE>

                              Durel Corporation

                   Notes to Financial Statements (continued)

1. Accounting Policies (continued)

Inventories

Inventories are carried at the lower of cost or market using the
first-in, first-out (FIFO) method.

Revenue Recognition

Revenue is recognized upon delivery of goods to customers, when
persuasive evidence of an arrangement exists, the price is fixed
or determinable, and collection is reasonably assured.

Property, Plant, and Equipment

Property, plant, and equipment is stated at cost. Depreciation
and amortization is computed using the straight-line method over
the estimated useful lives ranging generally from two to 35 years.

Impairment of Long-Lived Assets

The Company periodically evaluates its long-lived assets used in
operations for impairment. Impairment losses would be recorded
when events and circumstances indicate that an asset might be
impaired and the undiscounted cash flows to be generated by that
asset are less than the carrying amounts of the asset.

Shipping Costs

Costs of shipping products to customers are included in costs
of goods sold.

Income Taxes

The Company utilizes the liability method of accounting for
income taxes as set forth in SFAS No. 109, Accounting for Income
Taxes. Under the liability method, deferred taxes are determined
based on the difference between the financial statement and tax
basis of assets and liabilities using enacted tax rates in
effect in the years in which the differences are expected to
reverse. Recognition of deferred tax assets is limited to
amounts considered by management to be more likely than not of
realization in future periods.



                                    7

<PAGE>


                              Durel Corporation

                   Notes to Financial Statements (continued)


1. Accounting Policies (continued)

Reclassifications

Certain amounts in the prior year financial statements have been
reclassified to conform with the current year presentation.

Recently Issued Accounting Standards

In August 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 144 (SFAS No.
144), Accounting for the Impairment or Disposal of Long-Lived
Assets, which addresses financial accounting and reporting for
the impairment or disposal of long-lived assets and supersedes
Statement of Financial Accounting Standards No. 121 (SFAS No.
121), Accounting for the Impairment or Disposal of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of, and the
accounting and reporting provisions of APB Opinion No. 30,
Reporting the Results of Operations for a Disposal of a Segment
of a Business. SFAS No. 144 was effective for fiscal years
beginning after December 15, 2001, with earlier application
encouraged. The Company's adoption of SFAS No. 144 had no effect
on the Company's financial position or results of operations.

In June 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 146 (SFAS No.
146), Accounting for Costs Associated with Exit or Disposal
Activities. SFAS No. 146 supersedes Emerging Issues Task Force
No. 94-3 (EITF 9403), Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity
(Including Certain Costs Incurred in a Restructuring). SFAS 146
eliminates the provisions of EITF 94-3 that required a liability
to be recognized for certain exit or disposal activities at the
date an entity committed to an exit plan. SFAS No. 146 requires
a liability for costs associated with an exit or disposal
activity to be recognized when the liability is incurred. SFAS
No. 146 is effective for exit or disposal activities that are
initiated after December 31, 2002. The Company does not expect
the adoption of this statement to have a material impact on its
results of operations or financial position.

2. Capitalization

The Company believes current and future cash flows will be
sufficient to fund the operations and growth of the business.
Should the need arise for additional funding, the Company's
Board of Directors will evaluate the Company's liquidity and
determine the timing and form for obtaining such funds.
Accordingly, the Company is restricted from issuing capital
shares or securities convertible into capital shares without
the consent of the Shareholders.

                                     8

<PAGE>


                              Durel Corporation

                   Notes to Financial Statements (continued)


3. Inventories

Inventories consist of the following:

                                          December 29          December 30
                                              2002                 2001
                                          --------------------------------
    Raw materials                         $ 4,159,303          $ 4,240,203
    Work in process                         3,728,035            3,764,640
    Finished goods                            995,591              732,710
                                          --------------------------------
                                            8,882,929            8,737,553
    Less allowance for obsolescence
      and net realizable value              2,500,000            2,500,000
                                          --------------------------------
                                          $ 6,382,929          $ 6,237,553
                                          ================================


4. Property, Plant, and Equipment

Property, plant, and equipment consist of the following:


                                          December 29         December 30
                                             2002                 2001
                                          -------------------------------
Land                                      $   658,506         $   658,506
Building and improvements                  16,566,863          16,767,353
Machinery and equipment                    17,541,213          17,992,724
Office equipment and furniture              1,369,795           1,216,364
                                          -------------------------------
                                           36,136,377          36,634,947
Less accumulated depreciation              14,908,340          11,737,175
                                          -------------------------------
                                          $21,228,037         $24,897,772
                                          ===============================

The Company wrote down certain of its fixed assets that were no longer
needed in its operations. This resulted in a charge of approximately
$785,000 in 2002, which is included in cost of goods sold in the
the statement of income.

                                    9

<PAGE>


                              Durel Corporation

                   Notes to Financial Statements (continued)


5. Transactions with Shareholders

In connection with the sale of the Company's products, the
Company reimburses one of the Shareholders for selling costs and
pays no commission. Selling costs reimbursed to this Shareholder
were approximately $3,400, $237,000 and $252,000 for the years
ended December 29, 2002, December 30, 2001, and December 31,
2000, respectively. The other Shareholder bears a large portion
of all selling costs and receives a commission ranging from 4 to
11 percent. Commissions earned by this Shareholder were
approximately $3,115,000, $2,365,000 and $2,864,000 for the
years ended December 29, 2002, December 30, 2001, and December
31, 2000, respectively.

The financial statements of the Company include allocations from
the Shareholders for direct expenditures made on its behalf. In
addition, the Shareholders have charged the Company costs for
research and development, marketing, and general corporate
overhead based upon estimates of expenses incurred for the
benefit of the Company. Total allocations and charges from the
Shareholders aggregated approximately $4,067,000, $3,320,000 and
$3,331,000 for the years ended December 29, 2002, December 30,
2001, and December 31, 2000, respectively.

The Company's long-term payable to the Shareholders in the
amount of $656,557 at December 29, 2002, and December 30, 2001,
represents charges for past services provided to the Company by
the Shareholders. The amount is noninterest-bearing and has no
definitive repayment terms.  The amount has been classified
as current at December 31, 2002 since the Company repaid the
amount in February 2003.

On September 24, 1999, the Company executed a promissory note
with one of its Shareholders under which the Shareholder will
make funds available to the Company from time to time. This
promissory note was amended on September 22, 2000, and September
2001, to ultimately increase the borrowing amount under the note
to $8.0 million and extend the maturity date through
September 21, 2002. The amended and restated note accrued
interest at prime. The Company had $5.0 million outstanding
under this note on December 30, 2001, and has repaid all
principal and accrued interest prior to the maturity date in
2002. Interest paid during the years ended December 29, 2002,
December 30, 2001, and December 31, 2000, was $51,000, $477,000
and $19,444, respectively.

                                  10

<PAGE>

                              Durel Corporation

                   Notes to Financial Statements (continued)


6. Long-Term Debt

On January 4, 1999, the Company converted a $10 million
unsecured revolving line of credit agreement with a bank into a
term loan. The loan was guaranteed by one of the Shareholders,
bearing interest at a fixed rate of LIBOR plus 1.05 percent. On
January 2, 2002, the Company amended this term loan and merged
the outstanding balance of the term loan in the amounts of
$7,753,554 and $2,246,446 outstanding under the Company's
unsecured revolving line of credit into a new term loan in the
amount of $10 million. Principal and interest were payable in
monthly installments beginning February 1, 2002 through January
2, 2005, when all remaining principal and unpaid interest was
due and payable. On January 3, 2002, the Company also entered
into an interest rate swap agreement to fix the effective
interest rate on the term loan at 5.44 percent. On December 11,
2002, the company paid all principal and accrued interest on the
term loan. In addition, the Company paid $390,600 to settle its
interest rate swap agreement with the bank, which is included in
interest expense in 2002. The Company's $5.4 million line of
credit was also terminated in connection with the pay-off of the
debt.

Interest paid during the years ended December 29, 2002, December
30, 2001, and December 31, 2000 was $655,861, $856,502 and
$778,883, respectively.

7. Income Taxes

The provision for income taxes is as follows:

                                              Years Ended
                          ---------------------------------------------
                          December 29      December 30      December 31
                             2002              2001            2000
                          ---------------------------------------------
     Current expense:
       Federal            $ 6,825,000      $ 1,603,380      $ 2,724,451
       State                  368,354           24,667          452,100

     Deferred expense
      (benefit):
       Federal                259,565          358,953        (743,815)
       State                   37,081         (63,000)         (68,784)
                          ---------------------------------------------
                          $ 7,490,000      $ 1,924,000      $ 2,363,952
                          =============================================

                                        11

<PAGE>


                              Durel Corporation

                   Notes to Financial Statements (continued)

7.  Income Taxes (continued)


The reconciliation of the provision for income taxes with
expected income taxes based on statutory income tax rates is as
follows:


                                               Years Ended
                              -------------------------------------------
                              December 29    December 30    December 31
                                 2002           2001           2000
                              -------------------------------------------
     Expected income tax
       provision at statutory
         rates                $ 7,711,000    $ 1,869,873    $ 3,494,538
     State income taxes, net
       of federal benefit
       (excluding state credits)  742,000        193,874        536,683
     Nondeductible expenses        16,000         28,575             --
     Research and development
       credits                  (189,000)      (168,322)             --
     Extraterritorial income
       exclusion                (790,000)             --             --
     Decrease in valuation
       allowance                       --             --    (1,569,000)
     Other                             --             --       (98,269)
                              ------------------------------------------
                              $ 7,490,000    $ 1,924,000    $ 2,363,952
                              ==========================================

The valuation allowance decreased by $1,569,000 to $0 during the
year ended December 31, 2000, due to operating income sustained
during the year. For financial reporting purposes, no valuation
allowance has been recognized to offset the deferred tax assets
as management believes that it is more likely than not that all
tax assets will be recovered.

                                       12

<PAGE>

                              Durel Corporation

                   Notes to Financial Statements (continued)


7. Income Taxes (continued)

Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts
used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets are as follows:


                                             Years Ended
                              -----------------------------------------
                              December 29    December 30    December 31
                                 2002            2001           2000
                              -----------------------------------------
     Deferred tax assets:
       Asset valuation
        allowances            $ 1,320,000    $ 1,160,000    $   884,000
       Nondeductible accruals     543,000        516,791        706,324
       Alternative minimum
        tax credit                     --             --        388,331
       Research and development
        credits                        --             --         70,000
       State tax credits               --         48,158             --
                              -----------------------------------------
                                1,863,000      1,724,949      2,048,655

     Deferred tax liabilities:
       Basis in fixed assets    1,235,000      1,012,303      1,040,056
       Other                      135,576             --             --
                              -----------------------------------------
                                1,370,576      1,012,303      1,040,056
                              -----------------------------------------
     Net deferred taxes       $   492,424    $   712,646    $ 1,008,599
                              =========================================

The Company paid income taxes of approximately $6,310,000,
$1,068,000 and $2,494,000 during the years ended December 29,
2002, December 30, 2001, and December 31, 2000, respectively.

                                     13
<PAGE>


                              Durel Corporation

                   Notes to Financial Statements (continued)



8. Concentrations of Credit Risk

The Company's revenue is derived from customers primarily in
North America, the Pacific Rim and Europe. The amount of total
export sales by geographic area was as follows:


                                             Years Ended
                              -----------------------------------------
                              December 29    December 30    December 31
                                  2002           2001           2000
                              -----------------------------------------
         Pacific Rim          $70,705,000    $44,924,000    $60,599,000
         Europe                   801,000      1,292,000      1,184,000
         Other                    152,000        209,000        549,000
                              -----------------------------------------
         Total export sales   $71,658,000    $46,425,000    $62,332,000
                              =========================================

The Company performs ongoing credit evaluations of its
customers' financial condition and generally requires no
collateral from its customers. The following individual
customers comprised more than 10 percent of net sales and
accounts receivable:


                                             Years Ended
                              -----------------------------------------
                              December 29    December 30    December 31
                                  2002           2001           2000
                              -----------------------------------------
         Net sales:
           Customer:
             A                        23%            25%            13%
             B                        14              3              7
             C                         8             11              5
                              -----------------------------------------
                                      45%            39%            25%
                              =========================================

         Net accounts receivable:
           Customer:
             A                        37%            32%            24%
             B                        15             13             10
             C                         3             11              3
                              -----------------------------------------
                                      55%            56%            37%
                              =========================================

                                          14

<PAGE>


                              Durel Corporation

                   Notes to Financial Statements (continued)



9. Retirement Plan

The Company sponsors a noncontributory defined benefit pension
plan (the "Plan") covering all employees meeting eligibility
requirements. The Company intends to make contribution to fund
this Plan at such times and in amounts to at least meet the
Employment Retirement Income Security Act's minimum funding
requirements.

The following sets forth the Plan's funded status and amounts
recognized in the Company's balance sheets and statements of
operations at December 29, 2002, December 30, 2001, and December
31, 2000:




                                              2002        2001       2000
                                           ---------------------------------

Components of net periodic
 benefit cost:
  Service cost                             $ 243,934   $ 329,256   $ 269,425
  Interest cost                              208,817     184,817     165,864
  Expected return on
   plan assets                             (202,984)   (136,079)    (94,659)
  Amortizations and
   deferrals                                   2,386      12,716      26,466
  Amortization of transition
   asset                                      45,188      45,188      45,188
                                           ----------------------------------
  Net periodic benefit cost                $ 297,341   $ 435,898   $ 412,284
                                           ==================================

Change in plan assets:
  Fair value of plan assets
   at beginning of year                    $1,993,520  $1,275,249  $ 962,099
  Actual return on plan assets              (293,855)      88,785     79,258
  Employer contributions                      894,848     661,320    241,637
  Benefit payments                           (42,778)    (31,834)    (7,745)
                                           ----------------------------------
  Fair value of plan assets
   at end of year                          $2,551,735  $1,993,520 $1,275,249
                                           ==================================

Change in benefit obligation:
  Benefit obligation at
   beginning of year                       $3,060,210  $2,682,281 $2,373,407
  Service cost                                243,934     329,256    269,425
  Interest cost                               208,817     184,817    165,864
  Actuarial gains                              20,135   (104,310)  (118,670)
  Benefit payments                           (42,778)    (31,834)    (7,745)
                                           ----------------------------------
  Benefit obligation at end
   of year                                 $3,490,318  $3,060,210 $2,682,281
                                           ==================================

                                        15

<PAGE>


                              Durel Corporation

                   Notes to Financial Statements (continued)



9. Retirement Plan (continued)


                                          2002         2001          2000
                                       -------------------------------------
Reconciliation of funded
 status:
  Funded status                        $ (938,583) $(1,066,690) $(1,407,032)
  Unrecognized net gain                  1,008,476      493,888      563,620
  Unrecognized prior service cost               --           --           --
  Unrecognized transition asset            563,036      608,224      653,412
                                       --------------------------------------
  Prepaid (accrued) benefit
   cost at end of year                 $   632,929  $    35,422  $ (190,000)
                                       ======================================



Amounts recognized in the
 balance sheet consist of:
  Prepaid (accrued) benefit
   cost                                $   632,929  $    35,422  $ (190,000)
  Accrued benefit liability              (754,097)    (236,676)    (460,046)
  Intangible asset                         563,036      236,676      460,046
  Accumulated other
   comprehensive income                    191,061           --           --
                                       --------------------------------------
 Net amount recognized at
  end of year                          $   632,929  $    35,422  $ (190,000)
                                       ======================================

In accordance with SFAS No. 87, the Company has recorded an
additional minimum pension liability for underfunded plans of
$191,061 for 2002, 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
tax.  There were no additional minimum liabilities recorded in
2001 or 2000.


                                     2002      2001      2000
                                     -------------------------
     Assumptions as of year-end:

     Discount rate                   7.00%     7.25%     7.00%

     Expected rate of return on
       plan assets                   8.50%     8.50%     8.50%

     Rate of compensation
       increase                      4.00%     4.00%     4.00%


                                     16

<PAGE>

                              Durel Corporation

                   Notes to Financial Statements (continued)



10. Employee Benefit Plans

The Company maintains a 401(k) Retirement Plan (the "401(k)
Plan") covering all employees effective upon hire. Under the
terms of the 401(k) Plan, employees may contribute up to
18 percent of their annual compensation, subject to Internal
Revenue Service limitations. During the years ended December 29,
2002, December 30, 2001, and December 31, 2000, the Company
matched 50 percent of employee contributions up to 6 percent of
the employee's compensation for the pay period for which such
contribution was made. Contribution expense during the years
ended December 29, 2002, December 30, 2001, and December 31,
2000, was approximately $194,000, $215,000 and $228,000,
respectively. The Company has also accrued a two percent profit
sharing contribution to the 401(k) Plan of $240,000 and $197,000
at December 29, 2002 and December 30, 2001, respectively.
Payment of these discretionary contributions is made within nine
months after year-end in accordance with IRS regulations.

Certain employees also participate in short-term and long-term
incentive plans (Incentive Plans). Under the terms of the
Incentive Plans, eligible employees are compensated based on
profits, as defined, and the cumulative return on investment of
the Company, as defined, as well as an additional compensation
component based on the appreciation in the prices of the
Shareholders' stock. The Company recognized expense of
$3,113,000, $15,000 and $3,197,000 for the years ended
December 29, 2002, December 30, 2001, and December 31, 2000,
respectively, related to the Incentive Plans.

11. Contingencies

The Company was party to a legal proceeding, which arose out of
the ordinary course of business. On February 17, 2000, this
lawsuit resulted in a judgment of $49,882,000 for the Company in
damages for patent infringement. The other party in the suit
immediately filed a notice of appeal and countersuits, which
resulted in overturning the judgment in 2001. On November 30,
2001, the Company entered into a settlement agreement to settle
all outstanding patent litigation. The Company paid $1.7 million
in 2001 related to this settlement and has agreed to enter into
a supply agreement with the other party within 18 months from
the date of settlement. Should negotiations to enter the supply
agreement fail, the Company will be obligated to pay the other
party a final payment of $300,000. This amount has been accrued
at December 31, 2002, as the Company expects to make this payment
in May 2003.

Selling and administrative expenses include legal and settlement
fees of $307,000, $3,043,000, and $2,090,000 in the years ended
December 29, 2002, December 30, 2001, and December 31, 2000,
respectively, incurred in defense of the Company's patents and
settlement of the lawsuits above.

                                17


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-6
<SEQUENCE>8
<FILENAME>edgassetpurchagree.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT
<TEXT>

                                       EXECUTIVE VERSION


                     ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this "Agreement") is made
and entered into as of this 19th day of September, 2002 by and
between Vyncolit North America Inc., a Delaware corporation
("Buyer"), Perstorp Composites Holding B.V., a company organized
under the laws of the Netherlands ("Parent") and Rogers
Corporation, a Massachusetts corporation ("Seller").  Each of
Buyer, Parent and Seller is sometimes referred to individually
herein as a "Party" and collectively as the "Parties".

	WHEREAS, Seller desires to sell or license to Buyer, and
Buyer desires to purchase or license from Seller, certain of the
assets, properties, rights and business of Seller for the
consideration and upon the terms and conditions, set forth in
this Agreement.

        NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties, intending, to be
legally bound, hereby agree as follows:

                                 ARTICLE I
                                DEFINITIONS

	For purposes of this Agreement, the terms listed in Exhibit I
shall have the meanings specified or referred to therein.

                                ARTICLE II
                       THE ASSETS AND LIABILITIES

        2.1  Purchase and Sale of Assets.  At the Closing,
Seller shall (a) sell, transfer, convey, assign and deliver (and
in the case of certain Accounts Receivable and Inventories, will
cause Rogers N.V. and Rogers Singapore to sell, transfer,
convey, assign and deliver) to Buyer, and Parent shall cause
Buyer to purchase from Seller or such Affiliates, all of
Seller's or such Affiliates' right, title and interest in and to
the Business as a going concern, including all of the Assets,
free and clear of all Encumbrances, except for Permitted
Encumbrances and (b) guarantee that WPI will grant Buyer (i) an
exclusive, worldwide, royalty-bearing license to use the
Licensed Intellectual Property pursuant to the Intellectual
Property Agreement and (ii) a worldwide and royalty-free license
to use the Shared Know-How pursuant to the Shared Know-How
Agreement.  "Assets" shall mean all the assets, tangible and
intangible, of Seller and its Affiliates, wherever located, used
by Seller or its Affiliates in the Business, but shall not
include the Excluded Assets, the Licensed Intellectual Property
or the Shared Know-How.  "Business" shall have the meaning set
forth in the Intellectual Property Agreement. Without limiting
the generality of the foregoing, the Assets shall include the
following:

        (a)  all real property owned by Seller and used primarily
in connection with the Business (collectively, the "Real
Estate"), as more particularly described in Schedule 2.1(a), and
all buildings, improvements, other constructions, construction-
in-progress and fixtures  now or hereafter located on the Real
Estate (collectively, the "Improvements"), together with, as
they

                                 1

<PAGE>


relate to the Real Estate, all right, title and interest of
Seller or its Affiliates in and to (i) all options, easements,
servitudes, rights-of-way, privileges, appurtenances and other
rights associated therewith, (ii) any land lying in the bed of
any street, open or proposed, public or private, in front of or
adjoining the Real Estate, (iii) any award made or to be made in
lieu thereof and in and to any unpaid award for damage to the
Real Estate by reason of any change of grade of any street, and
the buildings and improvements located thereon, and (iv) any
transferable Governmental Authorization, license or certificate
of occupancy used in or relating to the ownership, occupancy or
operation of the Real  Estate;

        (b)  all Tangible Personal Property of every kind and
nature used primarily in connection with the Business,
including, without limitation, the Tangible Personal Property
listed on Schedule 2.1(b);

        (c)  all Inventories that are existing as of the Effective
Time (including, without limitation, Inventory purchased from
Affiliates of Seller), the current categories, locations and
amounts of which, as of July 28, 2002, are set forth on Schedule
2.1(c);

        (d)  all Accounts Receivable that are existing as of the
Effective Time (other than any Accounts Receivable from
Affiliates of Seller), including, without limitation, all those
Accounts Receivable listed on Schedule 2.1(d) as of July 28,
2002 which have not been collected in the Ordinary Course of
Business;

        (e)  all intangible property of every kind and nature used
in connection with the Business (collectively, the "Intangible
Property") other than the Licensed Intellectual Property and the
Shared Know-How, including, without limitation, the following:

            (i)	all Copyrights and all other proprietary rights
        and all applications and registrations therefor and
        licenses or other rights thereof that are used by Seller
        primarily in connection with the Business;

           (ii)	all transferable Government Authorizations
        relating to the operation of the Business as presently
        conducted by Seller, which transferable Governmental
        Authorizations are listed in Schedule 2.1(e)(ii);

          (iii)	all benefits, proceeds or any other amounts
        payable under any policy of insurance maintained by Seller
        with respect to destruction of or damage to any of the
        Assets (but only to the extent that such destruction or
        damage does not reduce the book value of the Asset or
        Assets in question for purposes of determining Net Asset
        Value); and

           (iv)	all deposits held by Seller in connection with
        future services to be rendered by Seller in connection with
        the Business, provided the service obligation in question
        has been assumed by Buyer.

	(f)  all of the Business Contracts, including those listed
on Schedule 4.19(a) but excluding any such Business Contract
that also appears on Schedule 4.15(a)); and

                                   2

<PAGE>

        (g)  all the books, Records, forms and files relating to
the operations of the Business or reflecting the operations
thereof which are presently located at the Real Estate,
including copies of all Records, books, forms and files relating
to human resource and other matters as to which Seller is
required to retain the originals under applicable Legal
Requirements, but excluding therefrom Records, books, forms and
files reflecting the operations of Seller as a whole, and
further excluding Records, books, forms and files which Seller
is required to maintain private under applicable Legal
Requirements.

        2.2  Excluded Assets.  Notwithstanding anything to the
contrary contained in Section 2.1 or elsewhere in this
Agreement, the following assets of Seller (collectively, the
"Excluded Assets") are not part of the sale and purchase
contemplated hereunder, are excluded from the Assets and shall
remain the property of Seller after the Closing:

        (a)  all cash and cash equivalents;

        (b)  all claims for refund of Taxes and other governmental
charges of whatever nature;

        (c)  the assets identified on Schedule 2.2(c) hereto, which
assets relate to the Excluded Products (as defined in the
Intellectual Property Agreement);

        (d)  the Excluded Technology (as defined in the
Intellectual Property Agreement);

        (e)  all benefits, proceeds or any other amounts payable
under any policy of insurance maintained by Seller, except as
may otherwise be provided in Section 2.1(e)(iii) above;

        (f)  all rights of Seller arising under this Agreement and
any other document relating to the Contemplated Transactions;

        (g)  rights under product warranty Contracts against
vendors to the extent needed to reimburse Seller for expenses
incurred by Seller in connection with product warranty and
product liability claims for goods manufactured or sold prior to
the Effective Time;

        (h)  all rights to and with respect to the assets
associated with Seller's Pension Plans;

        (i)  all books, Records, forms and files  relating to human
resource and other matters as to which Seller is required to
retain originals or is required to maintain private under
applicable Legal Requirements;

        (j)  all Contracts with employees of the Business regarding
terms of employment and confidentiality obligations of such
employees and all rights to enforce such Contracts; provided,
however, that other than in connection with the Excluded
Products, Seller shall have no right to enforce such
confidentiality obligations against Hired Active Employees in
connection with the disclosure to Buyer or its Representatives
of confidential information relating to the Business or the use
of such confidential information in connection with the conduct
of the Business by Buyer after Closing;

                                 3

<PAGE>

        (k)  the Shared Know-How (which is the subject of the
Shared Know-How Agreement);

        (l)  assets located at Seller's offices in Rogers,
Connecticut which may be used in connection with the Business,
but are used primarily otherwise than in connection with the
Business, and which are generally described on Schedule 2.2(1);

        (m)  Accounts Receivable which have been written off for
accounting purposes and which are not reflected on the Closing
Balance Sheet; and

        (n)  the names "Rogers" or "Rogers Corporation," or any
logos or designs incorporating the names Rogers or Rogers
Corporation.

        2.3  Assumed Liabilities.  On the Closing Date, Buyer
shall assume and agree to discharge as and when due only the
following Liabilities of Seller (the "Assumed Liabilities"):

        (a)  any trade account payables arising out of or relating
to the Business (other than any payable to any Affiliate of
Seller) (the "Payables"), including, without limitation, all
those categories and classes of Payables listed on Schedule
2.3(a);

        (b)  subject to Section 2.4(b), any Liability arising after
the Effective Time under the Business Contracts and the
Governmental Authorizations set forth on Schedule 2.1(e)(ii);

        (c)  the accrual for employee benefit matters set forth and
described in reasonable detail on Schedule 2.3(c) and accruals
relating thereto arising after the date hereof in the Ordinary
Course of Business consistent with past practice (the "Benefits
Accrual"); and

        (d)  the accruals for matters set forth and described in
reasonable on Schedule 2.3(d) and accruals relating thereto
arising after the date hereof in the Ordinary Course of Business
consistent with past practice (the "Other Accruals").

        2.4  Retained Liabilities.  Buyer shall not assume or
in any way be liable for the payment, performance and discharge
of any Liabilities of Seller except as specifically provided in
Section 2.3.  Without limiting the generality of the foregoing,
Buyer shall not assume and Seller shall retain and shall
punctually pay, perform and discharge when due, the following
Liabilities of Seller (collectively, the "Retained
Liabilities"):

        (a)  any and all Liabilities arising out of or relating to
products of the Business to the extent manufactured (i.e.,
carried in finished goods inventory) or sold prior to the
Effective Time, including without limitation any and all
Liabilities arising from the use by Seller of asbestos or other
Hazardous Materials in such products;

        (b)  any and all Liabilities under any Business Contract
assumed by Buyer pursuant to Section 2.3(b) that arises after
the Effective Time to the extent that such Liability arises out
of or relates to any Breach that occurred prior to the Effective
Time;

                                    4

<PAGE>

        (c)  except to the extent taken into account in determining
Net Asset Value, any and all Liabilities for Taxes, including
(i) any Taxes arising as a result of Seller's operation of the
Business or ownership of the Assets prior to the Effective Time,
and (ii) any deferred Taxes of any nature;

        (d)  any and all Liabilities to the extent arising out of
or relating to any violation of Occupational Safety and Health
Laws by Seller in connection with the conduct of the Business
prior to the Effective Time;

        (e)  any and all Environmental Liabilities to the extent
arising out of or relating to the operation of the Business
prior to the Effective Time or the leasing, ownership or
operation of real property used in connection with the Business
prior to the Effective Time;

        (f)  any and all Liabilities under the Employee Plans or
relating to payroll, vacation, sick leave, workers'
compensation, unemployment benefits, pension benefits, employee
stock option or profit-sharing plans, health care plans or
benefits, severance or any other employee plans or benefits of
any kind for Seller's employees of the Business or former
employees of the Business or both, which is not taken into
account in determining Net Asset Value;

        (g)  any and all Liabilities of Seller to any Affiliate of
Seller;

        (h)  any and all Liabilities incurred by or on behalf of
Seller or its Affiliates arising from the transactions
contemplated by this Agreement, including, without limitation,
all legal fees, costs and disbursements payable in connection
therewith; and

        (i)  any and all Liabilities of Seller other than the
Assumed Liabilities.

                            ARTICLE III
                       CONSIDERATION; CLOSING

        3.1  Consideration.

        (a)  The purchase price for the Assets (as adjusted, the
"Purchase Price") shall equal the Closing Net Asset Value,
subject to the adjustments provided in this Article III, and
shall be payable as provided in this Article III.  In no event
shall the sum of the Purchase Price and the Royalty Payments
exceed the Consideration Cap.  The "Consideration Cap" shall be
determined as follows: (a) if the Closing Net Asset Value equals
$21,000,000, the Consideration Cap shall equal $39,500,000; (b)
if the Closing Net Asset Value is less than $21,000,000, the
Consideration Cap shall be reduced, dollar for dollar, by the
amount that the Closing Net Asset Value is less than
$21,000,000; and (c) if the Closing Net Asset Value is greater
than $21,000,000, the Consideration Cap shall be increased,
dollar for dollar, by the amount that the Closing Net Asset
Value is greater than $21,000,000.

        (b)  The Purchase Price shall be payable as follows:

                               5

<PAGE>

             (i)  At the Closing, Buyer shall deliver to Seller, as
        Seller may direct, by wire transfer of immediately
        available funds to an account or accounts designated by
        Seller, an amount equal to $10,500,000 (the "Closing
        Payment");

            (ii)  At the Closing, Buyer shall deliver to Seller a
        promissory note substantially in the form of Exhibit
        3.1(b)(ii) (the "Note") with an aggregate principal amount
        equal to $10,500,000; and

           (iii)  The Adjustment Amount shall be paid in
        accordance with Section 3.6.

        3.2  Royalty Payments.  Buyer shall make royalty payments
to WPI, in the amounts and at such times as set forth in the
Intellectual Property Agreement (the aggregate amount of such
payments, the "Royalty Payments"), by wire transfer of
immediately available funds to an account or accounts designated
by WPI; provided, however, that in no event shall the Royalty
Payments exceed $18,500,000.

        3.3  Closing.  The purchase and sale provided for in
this Agreement (the "Closing") will take place at the offices of
Wiggin & Dana, One City Place, 185 Asylum Street, Hartford,
Connecticut, commencing at 9:00 a.m. (local time) on the first
Monday following both (i) the satisfaction or waiver of all
conditions to the obligations of the Parties to consummate the
Contemplated Transactions (other than conditions with respect to
actions the Parties will take at the Closing itself) and (ii)
the end of a bi-weekly payroll period of Seller, unless Buyer
and Seller otherwise agree (such date, the "Closing Date").  For
the purposes of passage of title and risk of loss, allocation of
expenses, adjustments and other economic or financial effects of
the transactions contemplated hereby, the Closing when completed
shall be deemed to have occurred at 10:00 p.m. local time (the
"Effective Time") on the Sunday prior to the Closing.

        3.4  Closing Obligations.  In addition to any other
documents to be delivered under other provisions of this
Agreement, at the Closing:

        (a)  Seller shall deliver to Buyer, or shall cause its
appropriate Affiliates to deliver to Buyer:

             (i)  bills of sale for all of the Assets in form and
        substance reasonably acceptable to Buyer and its counsel
        (the "Bills of Sale"), executed by Seller, and Rogers N.V.
        or Rogers Singapore, as appropriate;

            (ii)  an assignment of all of the Assets that are
        intangible personal property in form and substance
        reasonably acceptable to Buyer and its counsel, which
        assignment shall also contain Buyer's undertaking and
        assumption of the Assumed Liabilities (the "Assignment and
        Assumption Agreement"), executed by Seller;

           (iii)  for each interest in Real Estate: (A) a
        recordable, special warranty deed, an Assignment and
        Assumption of Lease or such other appropriate document or
        instrument of transfer, as the case may require, each in
        form and substance reasonably satisfactory

                                   6

<PAGE>

        to Buyer and its counsel and executed by Seller; and
        (B) any and all plans and specifications pertaining to,
        and required permanent certificates of occupancy for, the
        Improvements;

            (iv)  the Intellectual Property Agreement substantially
        in the form of Exhibit 3.4(a)(iv) (the "Intellectual
        Property Agreement"), executed by Seller and WPI, pursuant
        to which WPI grants Buyer an exclusive, worldwide,
        royalty-bearing license to use the Patent Rights and
        Inventions, Know-How and Trademarks (all as defined in the
        Intellectual Property Agreement, and together as the
        "Licensed Intellectual Property");

             (v)  the Shared Know-How Agreement substantially in
        the form of Exhibit 3.4(a)(v) (the "Shared Know-How
        Agreement"), executed by WPI and Seller;

            (vi)  a security agreement substantially in the form of
        Exhibit 3.4(a)(vi) (the "Security Agreement"), executed by
        Seller;

           (vii)  the remediation side agreement substantially
        in the form of Exhibit 3.4(a)(vii) (the "RSA"), and a side
        agreement relating to VOC RACT consent order in form and
        substance reasonably acceptable to the Parties (the "Side
        Agreement")executed by Seller;

          (viii)  all forms required under the Connecticut
        Transfer Act, executed by Seller;

            (ix)  such other deeds, bills of sale, assignments,
        certificates of title, transfer tax documents and other
        instruments of transfer and conveyance as may reasonably be
        requested by Buyer, each in form and substance reasonably
        satisfactory to Buyer and its counsel and executed by
        Seller or its appropriate Affiliate;

             (x)  a supplement to the Disclosure Schedule, to
        update the Disclosure Schedule through the Effective Time;

            (xi)  a certificate executed by Seller as to the
        accuracy of its representations and warranties as of the
        date of this Agreement and as of the Closing, in accordance
        with Section 8.1, and as to its compliance with and
        performance of their covenants and obligations to be
        performed or complied with at or before the Closing, in
        accordance with Section 8.2; and

           (xii)  a certificate of the corporate secretary of
        Seller certifying and attaching all requisite resolutions
        or actions of Seller's board of directors approving the
        execution and delivery of this Agreement, any other
        document relating to the Contemplated Transactions, and the
        consummation of the Contemplated Transactions and
        certifying the incumbency and signatures of the officers of
        Seller executing this Agreement and any other document
        relating to the Contemplated Transactions.

        (b)  Buyer shall deliver to Seller and/or WPI, as
applicable:

            (i)  the Closing Payment;

                                    7

<PAGE>


            (ii)  the Note, executed by Buyer;

           (iii)  the Assignment and Assumption Agreement,
        executed by Buyer;

            (iv)  the Intellectual Property Agreement, executed by
        Buyer;

             (v)  the Shared Know-How Agreement, executed by Buyer;

            (vi)  the Security Agreement, executed by Buyer;

           (vii)  a mortgage on the Real Estate substantially
        in the form of Exhibit 3.4(b)(vii)(the "Mortgage"),
        executed by Buyer;

          (viii)  the RSA and Side Agreement, executed by
        Buyer;

            (ix)  a certificate executed by Buyer as to the
        accuracy of its representations and warranties as of the
        date of this Agreement and as of the Closing, in accordance
        with Section 9.1, and as to its compliance with and
        performance of its covenants and obligation to be performed
        or complied with at or before the Closing, in accordance
        with Section 9.2; and

             (x)  a certificate of the corporate secretary of Buyer
        certifying and attaching all requisite resolutions or
        actions of such Party's board of directors approving the
        execution and delivery of this Agreement, any other
        document relating to the Contemplated Transactions and the
        consummation of the Contemplated Transaction, and
        certifying the incumbency and signatures of the officers of
        such Party executing this Agreement and any other document
        relating to the Contemplated Transactions.

	(c)	Parent shall deliver to Seller and/or WPI, as
applicable:

             (i)  a guarantee of Buyer's obligations to make the
        Royalty Payments and the payments required under the Note
        substantially in the form of Exhibit 3.4(c)(i) (the
        "Guarantee");

            (ii)  a certificate executed by Parent as to the
        accuracy of its representations and warranties as of the
        date of this Agreement and as of the Closing, in accordance
        with Section 9.1, and as to its compliance with and
        performance of its covenants and obligation to be performed
        or complied with at or before the Closing, in accordance
        with Section 9.2; and

           (iii)  a certificate of the corporate officer of
        Parent certifying and attaching all requisite resolutions
        or actions of such Party's board of directors approving the
        execution and delivery of this Agreement, any other
        document relating to the Contemplated Transactions and the
        consummation of the Contemplated Transaction, and
        certifying the

                                     8

<PAGE>

        incumbency and signatures of the officers of
        such Party executing this Agreement and any other document
        relating to the Contemplated Transactions.

        3.5  Adjustment Procedure.

        (a)  "Net Asset Value" as of a given date shall mean an
amount determined in accordance with this Section 3.5 and equal
to the difference between (x) the book value of the Assets
calculated in accordance with GAAP; provided, however, that
Inventory will be valued in accordance with the definition
thereof in Exhibit I to this Agreement, minus (y) the sum of (A)
the amount of Payables included in the Assumed Liabilities, (B)
the amount of the Benefit Accruals included in the Assumed
Liabilities and (C) the amount of Other Accruals included in the
Assumed Liabilities.

        (b)  Within thirty (30) days after Closing, Seller shall
prepare, with the assistance of Buyer, and deliver to Buyer a
balance sheet (the "Closing Balance Sheet") identifying the Net
Asset Value as of the Effective Time (the "Closing Net Asset
Value") and any work papers and other documents and information
used by Seller in preparing the Closing Balance Sheet.  A
physical inventory shall be conducted by Seller, with the
assistance of Buyer, on or shortly before the Closing Date, and
such physical inventory, together with the Records of the
Business, shall form the basis for Seller's determination of
quantities of Inventory on the Closing Balance Sheet.

        (c)  Buyer shall have the right to conduct an audit of the
Closing Balance Sheet.  If within forty-five (45) days following
delivery of the Closing Balance Sheet, Buyer has not given
Seller written notice of its objection as to the calculation of
Closing Net Asset Value (which notice shall state the basis of
its objection), then such Closing Net Asset Value shall be
binding and conclusive on the Parties and be used in computing
the Adjustment Amount.

        (d)  If Buyer duly gives Seller such notice of objection,
and if Seller and Buyer fail to resolve the issues outstanding
with respect to the Closing Balance Sheet within thirty (30)
days of Seller's receipt of Buyer's objection notice, Seller and
Buyer shall submit the issues remaining in dispute to the
Hartford, Connecticut office of Deloitte & Touche, or such other
firm of independent public accountants as the Parties mutually
agree (the "Independent Accountants"). If issues are submitted
to the Independent Accountants for resolution, (i) Seller and
Buyer shall furnish or cause to be furnished to the Independent
Accountants such work papers and other documents and information
relating to the disputed issues as the Independent Accountants
may request and are available to that party or its agents and
shall be afforded the opportunity to present to the Independent
Accountants any material relating to the disputed issues and to
discuss the issues with the Independent Accountants; (ii) the
determination by the Independent Accountants, as set forth in a
notice to be delivered to both Seller and Buyer within sixty
(60) days of the submission to the Independent Accountants of
the issues remaining in dispute, shall be final, binding and
conclusive on the Parties and shall be used in the calculation
of the Closing Net Asset Value; and (iii) Buyer will bear the
fees and costs of the Independent Accountants for such
determination, unless such determination differs by more than
ten percent (10%) of the Closing Net Asset Value calculated in
accordance with Section 3.5(b), in which case Seller shall bear
such fees and costs.

                                 9

<PAGE>


        3.6  Adjustment Amount and Payment.  The "Adjustment
Amount" (which may be a positive or negative number) will be
equal to the amount determined by subtracting $21,000,000 from
the Closing Net Asset Value.  Within fifteen (15) days of the
determination of the Closing Net Asset Value pursuant to Section
3.5(c) or 3.5(d), as the case may be: (a) if the Adjustment
Amount is positive, Parent shall cause Buyer to pay the
Adjustment Amount to Seller, by wire transfer of immediately
available funds to an account designated by Seller; or (b) if
the Adjustment Amount is negative, Seller shall pay the
Adjustment Amount to Buyer by wire transfer of immediately
available funds to an account designated by Buyer.

        3.7  Accounts Receivable Adjustment.

        (a)  "Uncollected Accounts Receivable" shall mean
any Accounts Receivable included in the Assets that have not
been paid to Buyer within 150 days of the Closing Date.
Commencing ten (10) days after the first full calendar month
following the Closing Date, Buyer shall deliver monthly reports
to Seller showing the aging of Accounts Receivables included in
the Assets.  Buyer shall also deliver a notice to Seller
identifying the Uncollected Accounts Receivable in reasonable
detail within 165 days of the Closing Date.   Provided Buyer has
complied with the provisions of Section 3.7(b) below, Seller
shall pay an amount equal to the aggregate amount of the
Uncollected Accounts Receivable submitted by Buyer to Seller for
payment to Buyer within fifteen (15) days of receiving the
Buyer's notice relating thereto by wire transfer of immediately
available funds to an account designated by Buyer, and Buyer
shall thereupon assign all of its right, title and interest in
such Uncollected Accounts Receivables.  For the avoidance of
doubt, if Buyer does not submit a particular Uncollected Account
Receivable for payment by Seller within such 165 day period,
Buyer shall not have any right to, and shall not be obligated
to, assign it to Seller in accordance with the foregoing
sentence and Seller shall have no obligation to make any payment
to Buyer relating thereto.

        (b)  Buyer shall use its Best Efforts to collect the
Accounts Receivable included in the Assets, prior to the
assignment of Uncollected Accounts Receivable to Seller
described above, although Buyer shall not be required to
institute litigation in connection therewith.  If Buyer settles
any Account Receivable for less than its full face amounts
without Seller's prior written consent, Buyer may not submit
such Account Receivable for reimbursement pursuant to Section
3.7(a).  Collections by Buyer of Accounts Receivable from any
customer after the Effective Time (including collections of
Accounts Receivable created after the Effective Time) shall be
credited to the oldest outstanding Accounts Receivable of such
customer unless otherwise specified by the customer (so long as
the customer is, to Buyer's Knowledge, acting in good faith and
on the basis of a bonafide dispute concerning the older Account
Receivable).

                                  10

<PAGE>


                              ARTICLE IV
                REPRESENTATIONS AND WARRANTIES OF SELLER

        Seller represents and warrants to Buyer as follows:

        4.1  Organization And Good Standing.  Each of Seller, WPI,
Rogers N.V. and Rogers Singapore is a corporation duly
organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation, with full corporate power
and authority to conduct the Business as it is now being
conducted, to own or use the properties and assets that it
purports to own or use to conduct the Business, and to perform
all its obligations under the Business Contracts to which it is
a party.  Seller is duly qualified to do business as a foreign
corporation and is in good standing under the laws of the State
of Connecticut.

        4.2  Enforceability; Authority; No Conflict.

        (a)  This Agreement constitutes the legal, valid and
binding obligation of Seller and is enforceable against it in
accordance with its terms.  Upon the execution and delivery by
Seller of each other agreement to be executed or delivered by
Seller at the Closing (collectively, "Seller's Closing
Documents"), each of Seller's Closing Documents will constitute
the legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms.  Seller has the
power and authority to execute and deliver this Agreement and
Seller's Closing Documents and to perform its obligations under
this Agreement and Seller's Closing Documents, and such action
has been duly authorized by all necessary action by Seller's
shareholders, if necessary, and board of directors.  Seller has
the power and authority to cause each of Rogers N.V. and Rogers
Singapore to, and guarantees that WPI will, perform its
obligations under this Agreement and Seller's Closing Documents
and such action has been duly authorized by all necessary action
by Seller and its Affiliates.

        (b)  Except as set forth in Schedule 4.2(b), neither the
execution and delivery of this Agreement nor any of Seller's
Closing Documents, nor the consummation or performance of any of
the Contemplated Transactions will, directly or indirectly (with
or without notice or lapse of time):

            (i)  Breach any provision of any of the Governing
        Documents of Seller, WPI, Rogers N.V. or Rogers Singapore;

           (ii)  Breach any Legal Requirement or any Order to
        which Seller, WPI, Rogers N.V. or Rogers Singapore, or any
        of the Assets, Licensed Intellectual Property or Shared
        Know-How, may be subject;

          (iii)  contravene, conflict with or result in a
        violation or breach of any of the terms or requirements of,
        or give any Governmental Body the right to revoke,
        withdraw, suspend, cancel, terminate or modify, any
        Governmental Authorization that is held by Seller, WPI,
        Rogers N.V. or Rogers Singapore with respect to the
        Business or that

                                      11

<PAGE>


        otherwise relates to the Assets, Licensed
        Intellectual Property or Shared Know-How or to the
        Business, and that is material to the operation of the
        Business; or

          (iv)  Except as noted on Schedule 4.19(a), Breach any
        provision of, or give any Person the right to declare a
        default or exercise any remedy under, or to accelerate the
        maturity or performance of, or payment under, or to cancel,
        terminate or modify, any Business Contract identified or
        required to be identified on Schedule 4.19(a);

           (v)  result in the imposition or creation of any
        Encumbrance upon or with respect to any of the Assets,
        Licensed Intellectual Property or Shared Know-How, other
        than any Encumbrance created by Buyer.

        (c)  Except as set forth in Schedule 4.2(c), and other than
as may be required under certain Business Contracts not required
to be identified on Schedule 4.19(a), none of Seller, WPI,
Rogers N.V. or Rogers Singapore is required to give any notice
to or obtain any Consent from any Person in connection with the
execution and delivery of this Agreement or the consummation or
performance of any of the Contemplated Transactions.

        4.3  Financial Statements.  Attached hereto as
Schedule 4.3 is a pro forma balance sheet in respect of the
Business as at July 28, 2002 (the "Balance Sheet").  The Balance
Sheet fairly presents the financial condition of the Business as
of July 28, 2002 and was prepared from and is in accordance with
GAAP and the accounting Records of Seller, except that the
accruals and reserves described on Schedule 4.3 are maintained
on Seller's consolidated financial statements and except as
otherwise noted on Schedule 4.3 have been treated as expenses of
the Business and reflected as such on the pro forma income
statements of the Business.  Seller has also delivered to Buyer
the portions of all management letters from Seller's auditors
discussing the Business to Seller's board of directors or the
audit committee thereof during the thirty-six (36) months
preceding the execution of this Agreement, together with copies
of all responses thereto.

        4.4  Books And Records.  The books of account and
other financial Records of Seller used in the conduct of the
Business, all of which have been made available to Buyer, are
complete and correct in all material respects.

        4.5  Title to and Sufficiency of Assets.  Seller (or,
in the case of certain Intangible Property, the Licensed
Intellectual Property and the Shared Know-How, WPI, and in the
case of certain Accounts Receivable and Inventories, Rogers N.V.
and Rogers Singapore) owns good title to all of the Assets,
Licensed Intellectual Property and Shared Know-How, free and
clear of all Encumbrances, other than the Permitted
Encumbrances.  The Assets, Licensed Intellectual Property and
Shared Know-How constitute all of the assets, tangible and
intangible, of any nature whatsoever, required to conduct the
Business.  Except for certain de minimis share holdings required
by local statutes and disclosed in Schedule 4.5, each of WPI,
Rogers N.V. and Rogers Singapore is a wholly-owned subsidiary of
the Seller.

                                   12


<PAGE>

        4.6  Real Estate.  With respect to the Real Estate:

        (a)  Seller owns good and marketable, legal and beneficial,
fee simple title to the Real Estate, free and clear of any
Encumbrances other than the Encumbrances described on Schedule
4.6(a)(i) (the "Permitted Encumbrances").  Seller has not
granted to any Person any option or other right to purchase the
Real Estate or Improvements and to the Knowledge of Seller, no
Person has any such option or right.

        (b)  Seller has not received any notice from any
Governmental Body of any taking of the Real Estate, or any
portion thereof, by eminent domain or similar proceeding, and,
to Seller's Knowledge, no such taking or other condemnation of
the Real Estate, or any portion thereof, is threatened or
contemplated by any Governmental Body.

        (c)  Seller has not retained any Person to file notices of
protest against, or to commence actions to review, real property
tax assessments against the Real Estate, and is not aware that
any such action has been taken by or on behalf of any lessees
under any Real Estate Lease.  Schedule 4.6(c) contains a list
and brief description of all actions taken by Seller to file
notices of protest against, or to commence actions to review,
real property tax assessments against the Real Estate, and the
status of all such proceedings.

        (d)  All leases, easements, rights of way, licenses, and
other non-ownership interests granted to or by Seller in any of
the Real Estate (the "Realty Use Rights") are valid and
effective in accordance with their terms.  Seller has furnished
or made available to Buyer copies of all written Realty Use
Rights of which it has Knowledge, all of which are identified on
Schedule 4.6.  Seller and, to Seller's Knowledge, the other
party to each Realty Use Right have fully and completely
performed and satisfied their respective duties and obligations
under such Realty Use Right, and Seller has no claims,
Proceedings or causes of action against any such other party for
failure of such party fully and completely to perform and
satisfy its duties and obligations under such Realty Use Right.

        (e)  The Real Estate and all Improvements are in compliance
in all material respects with all applicable Legal Requirements
and Orders, including building, fire and other regulatory laws,
ordinances and regulations, other than Environmental Law (as to
which specific representations and warranties are made in
Section 4.21 of this Agreement) and Seller has not received any
notice of any violation or alleged violation thereof since June
1, 1999.  The present use and condition of the Real Estate and
Improvements is in conformity in all material respects with all
applicable zoning laws, ordinances and regulations and with all
deed restrictions of record or other covenants, restrictions or
agreements, site plan approvals, zoning or subdivision
regulations or urban redevelopment plans, and Seller has no
Knowledge of any proposed changes therein that would affect the
Real Estate or its use; and all Improvements on any of the Real
Estate are located within the lot lines (and within the
mandatory set-backs from such lot lines established by zoning
ordinances or otherwise) and not over any areas subject to
easements or rights of way.

        (f)  All material requisite certificates of occupancy and
other material permits or approvals legally required with
respect to the Improvements, and the occupancy and use thereof,
have been obtained and are currently in effect.

                                  13

<PAGE>


        (g)  There is lawfully available to the Real Estate water,
gas, sewerage and electricity, all of which are now being
utilized by Seller; and, ingress and egress to and from all of
the Real Estate and all abutting roads is not limited in any
material way.  Except as set forth in Schedule 4.6, to Seller's
Knowledge, there is no change or proposed change in the route,
grade or width of, or otherwise affecting, any street or road
adjacent to or serving the Real Estate.

        (h)  To the Knowledge of Seller, and except for future
repairs or improvements which, if completed prior to Closing
would have been required to be capitalized under GAAP, all of
the Improvements are in good operating condition and repair, and
are adequate and suitable for the purpose for which they are
presently being used and are not in need of maintenance or
repairs except for ordinary, routine maintenance and repairs
that are not material in nature or cost.  Seller has maintained
the Improvements consistent with its past practices.

        (i)  There are no Consents of any Third Party or
Governmental Authority that are required in connection with the
conveyance of the Real Estate.

        4.7  Tangible Personal Property.  Except as set forth
in Schedule 4.7, each item of Tangible Personal Property is in
good operating order and condition, ordinary wear and tear
excepted, is suitable for immediate use in the Ordinary Course
of Business, and to the Knowledge of Seller, is not in need of
maintenance or repairs except for ordinary, routine maintenance
and repairs that are not material in nature or cost.  Seller has
maintained the Tangible Personal Property consistent with its
past practices.

        4.8  Relationships with Affiliates.  Except as set
forth in Schedule 4.8, neither Seller nor to the Knowledge of
Seller any of its Affiliates owns, or since January 1, 2000, has
owned, of record or as a beneficial owner, a material interest
or any other material financial or material profit interest in
any Person that has (a) had business dealings or a material
financial interest in any transaction involving the Business or
(b) engaged in competition with the Business in any market
presently served by the Business.

        4.9  Brokers or Finders.  Neither Seller nor any of
its Representatives have incurred any obligation or liability,
contingent or otherwise, for brokerage or finders' fees or
agents' commissions or other similar payments in connection with
the sale of the Business or the Assets or the Contemplated
Transactions.

       4.10  Accounts Receivable.  All Accounts Receivable
that are reflected on the Balance Sheet or on the accounting
Records of Seller in connection with the conduct of the Business
as of the Closing Date, represent or will represent valid
obligations arising from sales made or services performed by
Seller in the Ordinary Course of Business.  There is no contest,
claim, defense or right of setoff, other than returns in the
Ordinary Course of Business of Seller, under any Business
Contract with any account debtor of an Account Receivable
relating to the amount or validity of such Account Receivable.

       4.11  Inventories.  Except as set forth in Schedule
4.11, in connection with the conduct of the Business, Seller is
not in possession of any inventory not owned by the Business,
including goods already sold.  Inventories now on hand that were
purchased after the date of the

                                  14

<PAGE>


Balance Sheet were purchased in the Ordinary Course of Business
of Seller at a cost not exceeding market prices prevailing at
the time of purchase.

       4.12  No Undisclosed Liabilities.  In connection with
the conduct of the Business, Seller has no Liability required to
be accrued on the face of a balance sheet prepared in accordance
with GAAP except for (i) Liabilities accrued on Seller's
consolidated balance sheet and described on Schedule 4.3 (which
Liabilities are Retained Liabilities); (ii) Liabilities
reflected or reserved against in the Balance Sheet, and (iii)
current liabilities incurred in the Ordinary Course of Business
of Seller since the date of the Balance Sheet.

       4.13  Taxes.  Except as set forth in Schedule 4.13, (i)
Seller has properly completed, duly and timely filed in correct
form with the appropriate Governmental Body, all Tax Returns
required to be filed before the date of this Agreement; (ii) all
Tax Returns are accurate, complete and correct as filed, in all
material respects, and Seller has paid in full or made adequate
provision in its financial statements for all amounts shown to
be due thereon; and (iii) all Taxes due from or claimed to be
due by each Governmental Body in respect of Seller, the Assets,
the Licensed Intellectual Property or the Shared Know-How or the
Business, for all periods through the date of this Agreement,
have been, and for all periods through the Effective Time will
be, fully paid.  Seller has timely made and will timely make all
withholdings of Taxes required to be made under all applicable
Legal Requirements, and such withholdings have either been paid
or will be paid to the respective Governmental Body or set aside
in accounts for such purpose or accrued, reserved against and
entered upon the books of Seller.  There are no Tax liens (other
than liens for Taxes for current and subsequent years that are
not yet due and payable) upon any of the Assets, the Licensed
Intellectual Property or the Shared Know-How.

       4.14  No Material Adverse Change.  Since the date of
the Balance Sheet, there has not been any material adverse
change that is unique to the Business (as distinguished from
such adverse changes in the economy generally, or in the markets
served by the Business) in the business, operations, assets,
results of operations or condition (financial or other) of the
Business, and to Seller's knowledge, except as may arise as a
result of the announcement or consummation of the transactions
contemplated by this Agreement, no event has occurred or
circumstance exists that is reasonably likely to result in such
a material adverse change.  In determining material adverse
change, a loss of orders from customers of the Business will not
be taken into account to the extent that such customers
subsequently made orders from Buyer or one of its Affiliates.

       4.15  Employee Benefits.

        (a)  Set forth in Schedule 4.15(a) is a complete and
correct list of all "employee benefit plans" as defined by
Section 3(3) of ERISA, all specified fringe benefit plans as
defined in Section 6039D of the Code, and all other bonus,
incentive compensation, deferred compensation, profit-sharing,
stock option, stock appreciation right, stock bonus, stock
purchase, employee stock ownership, savings, severance, change-
in-control, supplemental unemployment, layoff, salary
continuation, retirement, pension, health, life insurance,
disability, accident, group insurance, vacation, holiday, sick
leave, fringe benefit or welfare plan, and any other employee
compensation or benefit plan, agreement, policy, practice,
commitment, contract or

                                   15

<PAGE>


understanding (whether qualified or nonqualified), that (i)
is currently effective or was terminated after January 1, 2002
and is in connection with the conduct of the Business, (ii)
is maintained or contributed to by Seller or any other
corporation or trade or business controlled by, controlling
or under common control with Seller (within the meaning of
Section 414 of the Code or Section 4001(a)(14) or 4001(b) of
ERISA) ("ERISA Affiliate") or has been maintained or contributed
to since January 1, 2002 by Seller or any ERISA Affiliate, or
with respect to which Seller or any ERISA Affiliate has or
may have any liability, and (iii) provides benefits, or
describes policies or procedures applicable, to any current
employee of Seller or any ERISA Affiliate or any such person
terminated since January 1, 2002, or the dependents of any
thereof, regardless of how (or whether) liabilities for the
provision of benefits are accrued or assets are acquired or
dedicated with respect to the funding thereof (collectively the
"Employee Plans").

        (b)  Seller has delivered or made available to Buyer true,
accurate and complete copies of (i) the documents comprising
each Employee Plan; and (ii) the most recent summary plan
descriptions, summaries of material modifications, employee
handbooks and other material written communications to employees
regarding the Employee Plans.

        (c)  Full payment has been made of all amounts which Seller
is required to pay under the terms of each of the Employee Plans
as of  the last day of the most recent fiscal year of each of
the Employee Plans ending prior to the date of this Agreement,
and no "accumulated funding deficiencies" or liquidity
shortfalls (as those terms are defined in Section 302 of ERISA
and Section 412 of the Code) exist as of the date of this
Agreement, whether or not waived.

        (d)  Except as disclosed in Schedule 4.15(d), Seller's
Union Pension Plan has not been partially terminated, nor has
any event occurred nor does any circumstance exist that could
result in the termination or partial termination of such Plan.
The Pension Benefit Guaranty Corporation ("PBGC") has not
instituted or threatened a Proceeding to terminate or to appoint
a trustee to administer such Plan pursuant to Title IV of ERISA,
and no condition or set of circumstances exists that presents a
material risk of termination of such Plan by the PBGC.  Such
Plan has not been the subject of, and no event has occurred or
condition exists that could be deemed with respect to such Plan,
a reportable event (as defined in Section 4043 of ERISA) as to
which a notice would be required (without regard to regulatory
monetary thresholds) to be filed with the PBGC.  Seller has paid
in full all insurance premiums due to the PBGC with regard to
such Plan for all applicable periods ending on or before the
Closing Date.

        (e)  Except as disclosed in Schedule 4.15(e), a favorable
determination letter has been issued by the IRS with respect to
the tax-qualified status under Code Section 401(a) of each
Employee Plan which is an "employee pension plan" under ERISA
Section 3(2), and where relevant, with respect to the tax-exempt
status under Code Section 501(a) of any trust or trusts through
which such Employee Plan(s) are funded, and to the Knowledge of
Seller, there are no circumstances that will or could result in
revocation of any such favorable determination letter.  Seller
and the "administrator" (as described in ERISA Section 3(16)(A))
of each of the Employee Plans described in ERISA Section 3(3)
have complied in all material respects with all reporting and
disclosure requirements of Title I of ERISA and the Code in a
timely manner, and neither are liable for any reporting and/or
disclosure penalties, or for any accrued or contingent
liabilities imposed under either ERISA or the Code.  The
Employee Plans have been and are

                                  16

<PAGE>

currently operating in compliance in all material respects with
any and all applicable laws, including all applicable provisions
of ERISA and the Code including, but not limited to, the funding
and prohibited transaction provisions thereof, and with the written
Employee Plan documents. There is no pending or threatened
Proceeding relating to any Employee Plan, nor is there any basis
for any such Proceeding.

        (f)  With respect to the Employee Plans, Seller does not
currently have any direct or indirect liability to the PBGC in
respect to any such Employee Plan or other employee pension
benefit plan, nor any potential withdrawal liability or other
obligation to contribute to any "multiemployer plan" as defined
in ERISA Section 4001(a)(3).

        (g)  With respect to any Employee Plans which qualify as
"group health plans" under Code Section 4980B and ERISA Section
607(1) and related regulations, Seller has complied in all
material respects with all reporting, disclosure, notice,
election and other benefit continuation requirements imposed
thereunder, as and when applicable to such Plans, and Seller has
no direct or indirect liability, and is not subject to any loss,
assessment, excise tax penalty or other sanction arising on
account of or in respect of any direct or indirect failure by
Seller at any time to comply with any such benefit continuation
requirement.

        (h)  In connection with the conduct of the Business, Seller
has maintained workers' compensation coverage as required by
applicable state law.

        (i)  Except as required by Legal Requirements and as
provided in Section 11.1, the consummation of the Contemplated
Transactions will not accelerate the time of vesting or the time
of payment, or increase the amount, of compensation due to any
employee or officer of Seller.  Except as provided in Section
11.1, none of the Contemplated Transactions will result in an
amendment, modification or termination of, or additional or
accelerated payments under, any of the Employee Plans.  No
written or oral representations have been made by Seller to any
employee or former employee of Seller concerning the employee
benefits of Buyer.

       4.16  Compliance With Legal Requirements; Governmental
Authorizations.

        (a)  Except as set forth in Schedule 4.16(a), in connection
with the conduct of the Business, Seller is, and at all times
since June 1, 1999 has been in compliance with each Legal
Requirement, including Occupational Safety and Health Laws, that
is or was applicable to it or to the conduct or operation of the
Business or the ownership or use of any of the Assets, Licensed
Intellectual Property or Shared Know-How, except where the
failure to be in such compliance would not reasonably be likely
to have a material adverse effect upon the Business, and other
than Legal Requirements in connection with (i) Real Estate and
Improvements, as to which specific representations and
warranties are made in Section 4.6 of this Agreement, (ii)
Taxes, as to which specific representations and warranties are
made in Section 4.13 of this Agreement, (iii) Employee Plans, as
to which specific representations and warranties are made in
Section 4.15 of this Agreement, (iv) Environmental Law, as to
which specific representations and warranties are made in
Section 4.21 of this Agreement, (v) employment practices, as to
which specific representations and warranties are made in
Section 4.23 of this Agreement, and (vi) Intellectual Property,
as to which specific representations and warranties are made in
Section 4.24 of this

                                  17

<PAGE>


Agreement.  To the Knowledge of Seller, no event has occurred
or circumstance exists that (with or without notice or lapse
of time) constitutes or would be reasonably likely to result
in a violation by Seller of, or a failure on the part of Seller
to comply with, any Legal Requirement in connection with the
conduct of the Business.  Seller has not received, at any time
since June 1, 1999, any notice or other communication (whether
written or to the Knowledge of Seller, oral) from any
Governmental Body or any other Person regarding any actual,
alleged, possible or potential violation of, or failure to
comply with, any Legal Requirement in connection with the
conduct of the Business.

        (b)  Schedule 4.16(b) contains a complete and accurate list
of each Governmental Authorization that is held by Seller in
connection with the conduct of the Business or that otherwise
relates directly to the Business or the Assets, the Licensed
Intellectual Property or the Shared Know-How, whether or not
transferable.  Each Governmental Authorization listed or
required to be listed in Schedule 4.16(b) is valid and in full
force and effect.  Except as set forth in Schedule 4.16(b), in
connection with the conduct of the Business:

            (i)  Seller is, and at all times since June 1, 1999,
        has been, in material compliance with all of the terms and
        requirements of each Governmental Authorization identified
        or required to be identified in Schedule 4.16(b);

           (ii)  to the Knowledge of Seller, no event has occurred
        or circumstance exists that may (with or without notice or
        lapse of time) (A) constitute or result in a material
        violation of or a material failure to comply with any term
        or requirement of any Governmental Authorization listed or
        required to be listed in Schedule 4.16(b) or (B) result in
        the revocation, withdrawal, suspension, cancellation or
        termination of, or any modification to, any Governmental
        Authorization listed or required to be listed in Schedule
        4.16(b);

          (iii)  Seller has not received, at any time since
        June 1, 1999, any notice or other communication (whether
        written or to the Knowledge of Seller, oral) from any
        Governmental Body or any other Person regarding (A) any
        actual, alleged, possible or potential violation of or
        failure to comply with any term or requirement of any
        Governmental Authorization or (B) any actual, proposed,
        possible or potential revocation, withdrawal, suspension,
        cancellation, termination of or modification to any
        Governmental Authorization; and

           (iv)  all applications required to have been filed for
        the renewal of the Governmental Authorizations listed or
        required to be listed in Schedule 4.16(b) have been duly
        filed on a timely basis with the appropriate Governmental
        Bodies, and all other filings required to have been made by
        Seller with respect to such Governmental Authorizations
        have been duly made on a timely basis with the appropriate
        Governmental Bodies, except where the failure to have so
        filed would not have a material adverse effect upon the
        Business.

        The Governmental Authorizations listed in Schedule 4.16(b)
collectively constitute all of the material Governmental
Authorizations necessary to permit Seller to lawfully conduct and

                                18

<PAGE>

and operate the Business in the manner in which it currently
conducts and operates such business and to permit Seller to own
and use its Assets, Licensed Intellectual Property or Shared
Know-How in the manner in which it currently owns and uses such
assets.

        4.17  Legal Proceedings; Orders.

         (a)  There is no pending or, to the Knowledge of Seller,
threatened Proceeding:  (i) by or against Seller in connection
with the conduct of the Business or that otherwise relates to or
is reasonably likely to affect the Business, or any of the
Assets, Licensed Intellectual Property or Shared Know-How; or
(ii)	 that challenges, or that may have the effect of
preventing, delaying, making illegal or otherwise interfering
with, any of the Contemplated Transactions.  To the Knowledge of
Seller, no event has occurred or circumstance exists that is
reasonably likely to give rise to or serve as a basis for the
commencement of any such Proceeding.  Seller has delivered or
made available to Buyer copies of all pleadings, correspondence
and other documents relating to each Proceeding listed in
Schedule 4.17(a).  There are no Proceedings listed or required
to be listed in Schedule 4.17(a) that could have a material
adverse effect on the Business, its operations, assets,
condition or prospects or upon the Assets, Licensed Intellectual
Property or Shared Know-How.

        (b)  There is no Order specifically applicable to Seller in
connection with its conduct of the Business, or any of the
Assets, Licensed Intellectual Property or Shared Know-How.  To
the Knowledge of Seller, no officer, agent or employee of Seller
is subject to any Order that prohibits such officer, agent or
employee from engaging in or continuing any conduct, activity or
practice relating to the Business.

        4.18  Absence Of Certain Changes And Events.  Except as
set forth in Schedule 4.18, since the date of the Balance Sheet,
Seller has conducted the Business only in the Ordinary Course of
Business and, in connection with the conduct of the Business,
there has not been any:

        (a)  payment (except in the Ordinary Course of Business) or
increase by Seller, of any bonuses, salaries or other
compensation to any officer or employee of the Business or entry
into any employment, severance or similar Contract with any
officer or employee of the Business;

        (b)  adoption of, amendment to or increase in the payments
to or benefits under, any Employee Plan applicable to employees
of the Business;

        (c)  event, in connection with which there was damage to or
destruction or loss of Assets, whether or not covered by
insurance, resulting in repair or replacement costs of at least
fifty thousand dollars ($50,000);

        (d)  entry into, termination of or receipt of notice of
termination of (i) any license, distributorship, dealer, sales
representative, joint venture, credit or similar Contract to
which Seller, with respect to the Business is a party, or (ii)
any Business Contract or transaction involving a total
commitment by Seller of at least $50,000;

        (e)  sale (other than sales of Inventories in the Ordinary
Course of Business), lease or other disposition of any Asset or
property of Seller used in connection with the conduct of the

                                19

<PAGE>

Business (including the Intellectual Property) with a
replacement value in excess of $50,000, or the creation of any
Encumbrance (other than a Permitted Encumbrance) on any Asset,
Licensed Intellectual Property or Shared Know-How;

        (f)  cancellation or waiver of any claims or rights with a
value to Seller in excess of $50,000;

        (g)  written notice from (i) any significant customer of an
intention to cease or materially reduce its level of business
with Seller, or (ii) any supplier of an intention to discontinue
or significantly change the terms of its business relationship
with Seller;

        (h)  change in the accounting methods used by Seller with
respect to the Business; or

        (i)  entry into a Contract by Seller to do any of the
foregoing.

        4.19 Contracts; No Defaults.

        (a)  Schedule 4.19(a) contains an accurate and complete
list, and Seller has delivered or made available to Buyer
accurate and complete copies, of, with respect to the Business:

             (i)  each Business Contract that involves performance
        of services or delivery of goods or materials by or to
        Seller of an amount or value in excess of  $50,000;

            (ii)  each Business Contract affecting the ownership
        of, leasing of, title to, use of or any leasehold or other
        interest in any real or personal property, including any
        licenses, sublicenses or other agreements involving
        Intellectual Property of an amount or value in excess of
        $50,000;

           (iii)  each Business Contract with any labor union
        or other employee representative of a group of employees
        relating to wages, hours and other conditions of
        employment;

            (iv)  each Business Contract (however named) involving
        a sharing of profits, losses, costs or liabilities by
        Seller with any other Person;

             (v)  each Business Contract containing covenants that
        in any way purport to restrict Seller's activity or limit
        the freedom of Seller to engage in any line of business or
        to compete with any Person;

            (vi)  each power of attorney of Seller granted in
        connection with the conduct of the Business that is
        currently effective and outstanding;

           (vii)  each written warranty, or performance
        guaranty extended by Seller other than in the Ordinary
        Course of Business; and

                                   20

<PAGE>

          (viii)  each amendment, supplement and modification
        (whether oral or written) in respect of any of the
        foregoing.

        (b)  Each Business Contract identified or required to be
identified in Schedule 4.19(a), which is to be assigned to or
assumed by Buyer under this Agreement: (i) is in full force and
effect and is valid and enforceable in accordance with its
terms; (ii) except as noted on Schedule 4.19(a), is assignable
by Seller to Buyer without the Consent of any other Person; and
(iii) except as noted on Schedule 4.19(a), will continue to be
legal, valid, binding, enforceable, and in full force and effect
on identical terms following the Closing;

        (c)  Seller is, and at all times since June 1, 1999, has
been, in compliance in all material respects with all applicable
terms and requirements of each Business Contract that is being
assumed by Buyer.  To the Knowledge of Seller, each other Person
that has or had any obligation or liability under any Business
Contract that is being assigned to Buyer is and at all times
since June 1, 1999, has been in compliance in all material
respects with all applicable terms and requirements of such
Business Contract.  To the Knowledge of Seller, and without
regard to the consummation of the Contemplated Transactions, no
event has occurred or circumstance exists that (with or without
notice or lapse of time) may contravene, conflict with or result
in a Breach of, or give Seller or another Person the right to
declare a default or exercise any remedy under, or to accelerate
the maturity or performance of, or payment under, or to cancel,
terminate or modify, any Business Contract that is being
assigned to or assumed by Buyer.  To the Knowledge of Seller, no
event has occurred or circumstance exists under or by virtue of
any Business Contract that (with or without notice or lapse of
time) would cause the creation of any Encumbrance affecting any
of the Assets, Licensed Intellectual Property or Shared Know-
How.  Seller has not given to or received from any other Person,
at any time since June 1, 1999, any notice or other
communication (whether written or to the Knowledge of Seller,
oral) regarding any actual, alleged, possible or potential
violation or Breach of, or default under, any Business Contract
identified or required to be identified in Schedule 4.19(a) and
which is being assigned to or assumed by Buyer.

        (d)  There are no renegotiations of, attempts to
renegotiate or outstanding rights to renegotiate any material
amounts paid or payable to Seller under current or completed
Business Contracts identified or required to be identified in
Schedule 4.19(a) and which are being assigned to or assumed by
Buyer with any Person having the contractual or statutory right
to demand or require such renegotiation and no such Person has
made written demand for such renegotiation at any time since
June 1, 1999.

        (e)  Each Business Contract which is being assigned to or
assumed by Buyer relating to the sale, design, manufacture or
provision of products or services by Seller has been entered
into in the Ordinary Course of Business of Seller.

       4.20  Insurance.  Schedule 4.20 describes by year, for
the current policy year and the five immediately preceding
policy years, with respect to the Assets or the Business:  (i)
all property, casualty, liability and workman's compensation
insurance policies maintained by Seller; (ii) a summary of the
loss experience under each such policy; (iii) a statement
describing

                              21

<PAGE>

each claim under each such insurance policy for an
amount in excess of $5,000, that sets forth: (A) the name of the
claimant; (B) a description of the policy by insurer, type of
insurance, and period of coverage; and (C) the amount and a
brief description of the claim; and (iv) a statement describing
the loss experience for all property, casualty, liability and
workman's compensation claims that were self-insured, including
the number and aggregate cost of such claims.    Except as set
forth on Schedule 4.20, all such policies were provided on an
"occurrence" basis.  Such policies are valid, binding and
enforceable in accordance with their terms, are in full force
and effect, and all premiums due thereon have been paid and will
be paid through the Effective Time. With respect to the Assets
or the Business, Seller has not been refused any insurance by
any insurance carrier during the past three years.

        4.21 Environmental Matters.  In connection with the
conduct of the Business and except as disclosed in Schedule
4.21:

        (a)  To the Knowledge of Seller, Seller is, and at all
times since January 1, 1997 has been, in full compliance with,
and has not been and is not in violation of or liable under, any
Environmental Law.  Seller has not received, nor to the
Knowledge of Seller has any other Person for whose conduct it
may be held to be responsible in connection with the conduct of
the Business received, any actual or threatened citation,
directive, inquiry, notice, summons, warning, Order, or other
communication (whether written, or to the Knowledge of Seller,
oral) from (i) any Governmental Body or private citizen acting
in the public interest or (ii) the current or prior owner or
operator of any Facilities, of any actual or potential violation
or failure to comply with any Environmental Law, or of any
actual or threatened obligation to undertake or bear the cost of
any Environmental Liabilities with respect to any Facilities, or
with respect to Hazardous Activity, Hazardous Material or any
property or Facilities at or to which Hazardous Materials were
generated, manufactured, refined, used or processed by Seller or
any other Person for whose conduct it is or may be held
responsible, or from which Hazardous Materials have been
transported, treated, stored, handled, transferred, disposed,
recycled or received.  Without limiting the generality of the
foregoing, and except with respect to the matters more
particularly discussed in Section 4.21(b) below, Seller has
obtained all material Governmental Authorizations that are
required pursuant to Environmental Laws for the occupation of
the Facilities and the operation of the Business.

        (b)  Seller is, and at all times has been, in full
compliance with R.C.S.A. Section 22a-174-32 ("VOC RACT") as based
upon the current manufacturing operations and procedures of the
Facilities, assuming 2001 production levels, mixture of product
grades, length of production runs per product grade and raw
material constituents utilized per product grade.  Schedule
4.21(b) sets forth both Seller's calculation of VOC emissions
for 2001 based upon these assumptions and the related
recommended reasonably available control technology measures to
control VOC emissions from the Facilities, as presented in the
report to the Connecticut Department of Environmental Protection
("CTDEP") dated August 12, 2002 (the "VOC Report"), or as such
VOC Report is amended before closing.  In connection with the
information set forth on Schedule 4.21(b), Seller represents and
warrants that: (i) to Seller's Knowledge, the information
regarding its operation of the Facilities is true and correct;
and (ii) the assumptions underlying the calculations in respect
of the operation of the Facilities at 2001 production levels
associated with current manufacturing operations and procedures,
are reasonable in light of Seller's

                                    22

<PAGE>


operational experience.  In connection with the information set
forth on Schedule 4.21(b), Seller represents and warrants that
the assumptions underlying the calculations in respect of the
operation of the Facilities at maximum production levels (e.g.,
twenty-one, eight hour shifts per week), are reasonable in light
of Seller's operational experience.

        (c)  There are no Claims nor, to the Knowledge of Seller,
threatened Claims arising under or pursuant to any Environmental
Law with respect to or affecting the Facilities or any other
property or asset (whether real, personal or mixed) which is
part of the Assets.

        (d)  Except as set forth on Schedule 4.20 or 4.21(d), there
are no pending or, to the Knowledge of Seller, threatened Claims
arising from the use by Seller of asbestos or other Hazardous
Materials in products manufactured or sold by Seller in the
conduct of the Business prior to the Effective Time (the
"Asbestos Claims").  All closed Asbestos Claims have been
settled in the amounts set forth on Schedule 4.21 (d).

        (e)  Seller has delivered or made available to Buyer true
and complete copies and results of any reports, studies,
analyses, tests, or monitoring prepared by or at the request of
Seller after January 1, 1997, in connection with the conduct of
the Business pertaining to Hazardous Materials or Hazardous
Activities in, on, or under the Facilities, or concerning
compliance by Seller or any other Person for whose conduct it is
or may be held responsible with Environmental Laws.

        (f)  To the Knowledge of Seller, except as disclosed in
Schedule 4.21, none of the following exists at any Facilities:
(1) underground storage tanks, (2) asbestos-containing material
in any form or condition, (3) materials or equipment containing
polychlorinated biphenyls, or (4) landfills, surface
impoundments, or disposal areas.

        (g)  Seller has not, either expressly or by operation of
law, assumed or undertaken any Liability of any Third Party
relating to the Facilities or Business, including without
limitation any obligation for corrective or remedial action, of
any other Person relating to Environmental Laws.

        4.22 Employees.

        (a)  Schedule 4.22(a) contains a complete and accurate list
of the following information for each employee of the Business
as of July 31, 2002, including each employee on leave of absence
or layoff status: name; job title; date of commencement of
employment; current compensation paid or payable; sick and
vacation leave that is accrued but unused and service credited
for purposes of benefit accrual, vesting and eligibility to
participate under any Employee Plan.

        (b)  In connection with the conduct of the Business, prior
to the date hereof and through the Effective Time, Seller has
not (and will not have) violated, and has (and will have) fully
complied with, the Worker Adjustment and Retraining Notification
Act (the "WARN Act") or any similar state or local Legal
Requirement.

                                23

<PAGE>

        (c)  Except as disclosed in Schedule 4.22(a), to the
Knowledge of Seller, no officer or employee of the Business is
bound by any Contract that purports to limit the ability of such
officer or employee (i) to engage in or continue or perform any
conduct, activity, duties or practice relating to the Business
or (ii) to assign to Seller or to WPI any rights to any
invention, improvement, or discovery.  No former or current
employee of the Business is a party to, or is otherwise bound
by, any Contract that in any way adversely affected, affects, or
will affect the ability of Seller or Buyer to conduct the
Business as heretofore carried on by Seller.

        4.23 Labor Disputes; Compliance.

        (a)  In connection with the conduct of the Business, the
execution of this Agreement and the consummation of the
Contemplated Transactions, Seller has complied in all material
respects with all Legal Requirements relating to employment
practices, terms and conditions of employment, equal employment
opportunity, nondiscrimination, immigration, wages, hours,
benefits, collective bargaining, the payment of social security
and similar Taxes.  Seller is not liable for the payment of any
Taxes, fines, penalties, or other amounts, however designated,
for failure to comply with any of the foregoing Legal
Requirements.

        (b)  In connection with the conduct of the Business, except
as disclosed in Schedule 4.23(b), (i) the CBA is the only
collective bargaining agreement or other labor contract relating
to the Business to which the Seller is a party; (ii) since June
1, 1999 , there has not been any arbitration in connection with,
and there is not presently pending or existing, and to the
Knowledge of Seller, there is not threatened, any strike,
slowdown, picketing, work stoppage or employee grievances
involving Seller; (iii) to the Knowledge of Seller, no event has
occurred or circumstance exists that could provide the basis for
any work stoppage or other labor dispute; (iv) there is not
pending or, to the Knowledge of Seller, threatened against or
affecting Seller any Proceeding relating to the alleged
violation of any Legal Requirement pertaining to labor relations
or employment matters, including any charge or complaint filed
with the National Labor Relations Board or any comparable
Governmental Body, and there is no organizational activity or
other labor dispute against or affecting Seller or the
Facilities; (v) no application or petition for an election of or
for certification of a collective bargaining agent is pending;
(vi) no grievance or arbitration Proceeding exists that might
have a material adverse effect upon Seller or the conduct of the
Business; (vii) there is no lockout of any employees by Seller,
and no such action is contemplated by Seller; and (viii) to the
Knowledge of Seller, there has been no charge of discrimination
filed against or threatened against Seller with the Equal
Employment Opportunity Commission or similar Governmental Body
since June 1, 1999.

       4.24  Intellectual Property.

        (a)  Seller (or, in the case of the Intellectual Property
identified on Schedule 4.24(a), WPI) owns and possesses or has
the right to use pursuant to a valid and enforceable, written
license, sublicense, agreement, or permission, all Intellectual
Property necessary for the operation of the Business as
presently conducted.  Each item of Intellectual Property owned
or used by Seller or WPI in the Business immediately prior to
the Closing hereunder will be owned or available for use by
Buyer.  Each of Seller and WPI has taken all reasonably
necessary action to maintain and protect each item of
Intellectual Property that each owns or uses.

                                 24

<PAGE>

        (b)  To Sellers' Knowledge, with respect to the Business,
neither Seller nor WPI has infringed upon, or misappropriated
any intellectual property rights of Third Parties, nor has
either Seller or WPI received any claim alleging any such
infringement or misappropriation (including any claim that
Seller or WPI must license or refrain from using any
intellectual property rights of any Third Party). To the
Knowledge of Seller, no Third Party is infringing upon, or
misappropriating any Intellectual Property rights of Seller or
WPI.
        (c)  Schedule 4.24(c) identifies each Patent, Mark and
Copyright that has been issued to Seller or WPI that is used in
the Business, each pending application for registration that
Seller or WPI has made with respect to Intellectual Property,
and each license, sublicense, agreement, or other permission
that either of Seller or WPI has granted to any Third Party with
respect to any of their Intellectual Property. Seller has
delivered to or made available to Buyer correct and complete
copies of all such Patents, Marks, Copyrights and licenses,
sublicenses, agreements, and permissions (as amended to date).
With respect to each item of Intellectual Property required to
be identified in Schedule 4.24(c):

            (i) each item is currently enforceable and in full
        force and effect;

           (ii) Seller or WPI owns and possesses all right,
        title, and interest in and to the item, free and clear of
        any Encumbrance, license, or other restriction or
        limitation regarding use or disclosure, unless otherwise
        set forth in Schedule 4.24(c);

          (iii) the item is not subject to any outstanding
        injunction, judgment, order, decree, ruling, or charge;

           (iv) no claim is pending or, to the Knowledge of
        Seller, is threatened which challenges the legality,
        validity, enforceability, use, or ownership of the item;

            (v) neither Seller nor WPI has agreed to indemnify
        any Person for or against any interference, infringement,
        misappropriation, or other conflict with respect to the
        item; and

           (vi) no loss or expiration of the item is
        threatened, pending, or reasonably foreseeable, except
        for patents expiring at the end of their statutory terms
        (and not as a result of any act or omission by Seller or
        WPI, including without limitation, a failure by Seller or
        WPI to pay any required maintenance fees).

        (d)  Seller and WPI are presently in compliance with all
foreign, federal, state, local, governmental, administrative or
regulatory laws, regulations, guidelines and rules applicable to
any Intellectual Property and Seller and WPI shall use Best
Efforts to ensure such compliance until Closing.

       4.25  Securities Law Matters.  Seller is acquiring the
Note for its own account and not with a view to its distribution
within the meaning of the Securities Act.  Seller confirms that
Buyer has made available to Seller and its Representatives the
opportunity to ask questions of the officers and management
employees of Buyer and to acquire such additional information
about the financial condition of Buyer as Seller has requested,
and all such information has been received.

                                   25

<PAGE>

       4.26  Disclosure.  No representation or warranty made
by Seller in this Agreement, or the Disclosure Schedule contains
any untrue statement or omits to state a material fact necessary
to make any of them, in light of the circumstances in which it
was made, not misleading.


                                ARTICLE V
             REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT

        Each of Buyer and Parent represents and warrants to Seller,
jointly and severally, as follows:

        5.1  Organization and Good Standing.  Each of Buyer
and Parent is a corporation duly organized, validly existing and
in good standing under the laws of its jurisdiction of
incorporation, with full corporate power and authority to
conduct its business as it is now conducted.

        5.2  Authority; No Conflict.

        (a)  This Agreement constitutes the legal, valid and
binding obligation of each of Parent and Buyer, enforceable
against such Party in accordance with its terms.  Upon the
execution and delivery by each of Buyer and Parent of each
agreement to be executed or delivered by such Party at Closing
(collectively, "Buyer's Closing Documents"), each of Buyer's and
Parent's Closing Documents will constitute the legal, valid and
binding obligation of such Party, enforceable against such Party
in accordance with its respective terms.  Each of Buyer and
Parent has the right, power and authority to execute and deliver
this Agreement and each of Buyer's Closing Documents to which it
is a party and to perform its obligations under this Agreement
and Buyer's Closing Documents, and such action has been duly
authorized by all necessary corporate action.

        (b)  Neither the execution and delivery of this Agreement
or any of Buyer's Closing Documents by Parent or Buyer nor the
consummation or performance of any of the Contemplated
Transactions by Parent or Buyer will breach or give any Person
the right to prevent, delay or otherwise interfere with any of
the Contemplated Transactions pursuant to any provision of the
Governing Documents of Parent or Buyer, any resolution adopted
by the board of directors or the shareholders of Parent or
Buyer, any Legal Requirement or Order to which Parent or Buyer
may be subject, or any Contract to which Parent or Buyer is a
party or by which Parent or Buyer may be bound.  Neither Parent
nor Buyer is required to obtain any Consent from any Person in
connection with the execution and delivery of this Agreement or
the consummation or performance of any of the Contemplated
Transactions.

        5.3  Certain Proceedings.  There is no pending
Proceeding that has been commenced against Parent or Buyer and
that challenges, or may have the effect of preventing, delaying,
making illegal or otherwise interfering with, any of the
Contemplated Transactions.  To the Knowledge of Parent or Buyer,
no such Proceeding has been threatened.

                                     26

<PAGE>

        5.4  Brokers or Finders.  Neither Parent nor Buyer nor
any of their Representatives have incurred any obligation or
liability, contingent or otherwise, for brokerage or finders'
fees or agents' commissions or other similar payment in
connection with the Contemplated Transactions.

        5.5  Financial Statements.

        (a)  Attached hereto as Schedule 5.5(a) are (i) unaudited
pro forma balance sheets and income statements for each of Buyer
and Parent (as constituted as of the date hereof) as of and for
the six months ended June 30, 2002 and (ii) unaudited, pro forma
balance sheets and income statements for Parent (as constituted
as of the date hereof) as of and for the twelve months ended
December 31, 2001.  The financial statements provided in
accordance with this Section 5.5(a) were prepared in accordance
with GAAP in the case of Buyer, and generally accepted
accounting principles for financial reporting in Sweden in the
case of Parent, except in each case that such financial
statements lack footnotes.  The financial statements provided in
accordance with this Section 5.5(a) present fairly the financial
condition of Buyer or Parent (as constituted as of the date
hereof), as the case may be, as of such dates and the results of
operation of Buyer or Parent (as constituted as of the date
hereof), as the case may be, for such periods.

        (b)  Attached hereto as Schedule 5.5(b) are (i) unaudited
pro forma balance sheets and income statements for Parent (as
proposed to be constituted as of Closing) as of and for the six
months ended June 30, 2002 and (ii) unaudited, pro forma balance
sheets and income statements for Parent (as proposed to be
constituted as of Closing) as of and for the twelve months ended
December 31, 2001.  The financial statements provided in
accordance with this Section 5.5(b) were prepared in accordance
with generally accepted accounting principles for financial
reporting in Sweden, except that such financial statements lack
footnotes.  The financial statements provided in accordance with
this Section 5.5(b) present fairly the financial condition of
Parent (as proposed to be constituted as of Closing) as of such
dates and the results of operation of Parent (as proposed to be
constituted as of Closing for such periods.

        5.6  Encumbrances.  Upon consummation of the Contemplated
Transactions, and assuming for this purpose that Seller's
representations and warranties in Section 4.5 above are true in
all respects, Buyer will own good title to all of the Assets
free and clear of all Encumbrances, other than Permitted
Encumbrances.

                               ARTICLE VI
                           COVENANTS OF SELLER

        6.1  Access and Investigation.  Between the date of
this Agreement and the Closing Date, upon reasonable advance
notice received from Buyer, and subject to applicable Legal
Requirements, Seller shall (a) afford Buyer and its
Representatives (collectively, "Buyer Group") full and free
access, during regular business hours, to the Business's
personnel, properties, Business Contracts, Governmental
Authorizations, books and Records and other documents and data
in respect of the Business, such rights of access to be
exercised in a manner that does not unreasonably interfere with
the operations of the Business; (b) furnish Buyer Group with
copies of all such Business Contracts, Governmental
Authorizations, books and Records and other

                                   27

<PAGE>

existing documents and data in respect of the Business as
Buyer may reasonably request; (c) furnish Buyer Group with such
additional financial, operating and other relevant data and
information in respect of the Business as Buyer may reasonably
request; and (d) otherwise cooperate and assist, to the extent
reasonably requested by Buyer, with Buyer's investigation of
the properties, assets and financial condition in respect of
the Business. In addition, Buyer shall have the right to have
the Real Estate and Tangible Personal Property inspected by
Buyer Group, at Buyer's sole cost and expense, for purposes
of determining the physical condition and legal characteristics
of the Real Estate and Tangible Personal Property.  No
subsurface or other destructive testing shall be permitted
without Seller's prior written consent, which may be withheld
or conditioned in Seller's sole discretion.  Any information
Buyer receives in the course of its investigations pursuant to
this Section 6.1 shall be considered Confidential Information
for purposes of the Confidentiality Agreement dated
February 26, 2002 between Seller and Perstorp Composites Holding
AB  and subject to the terms and conditions thereof.

        6.2  Operation of the Business.  Between the date of
this Agreement and the Closing, Seller shall, in connection with
the conduct of the Business:

        (a)  conduct the Business only in the Ordinary Course of
Business;

        (b)  except as otherwise directed by Buyer in writing, and
without making any commitment on Buyer's behalf, use its Best
Efforts to preserve intact its current business organization,
keep available the services of its officers, employees and
agents and maintain its relations and good will with suppliers,
customers, landlords, creditors, employees, agents and others
having business relationships with it;

        (c)  make no material changes in management personnel
without prior consultation with Buyer;

        (d)  maintain the Assets in substantially the same
condition as of the date of this Agreement, ordinary wear and
tear excepted, in a manner consistent with the requirements and
normal conduct of the Business;

        (e)  use its Best Efforts to keep in full force and effect,
without amendment, all material rights relating to the Business;

        (f)  use its Best Efforts to comply with all Legal
Requirements and contractual obligations applicable to the
operations of the Business;

        (g)  use its Best Efforts to continue in full force and
effect the insurance coverage under the policies set forth in
Schedule 4.20 or substantially equivalent policies;

        (h)  except as required to comply with ERISA or to maintain
qualification under Section 401(a) of the Code, not amend,
modify or terminate any Employee Plan insofar as it relates to
employees of the Business without the express written Consent of
Buyer;

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<PAGE>


        (i)  cooperate with Buyer and assist Buyer in identifying
the Governmental Authorizations required by Buyer to operate the
Business from and after the Closing Date and in transferring
existing Governmental Authorizations of Seller to Buyer, where
permissible;

        (j)  maintain all books and Records of Seller relating to
the Business in the Ordinary Course of Business; and

        (k)  remove all of the Excluded Assets from the Real
Estate.

        6.3  Negative Covenant.  Except as otherwise expressly
permitted herein, between the date of this Agreement and the
Closing Date, Seller shall not, without the prior written
Consent of Buyer, (a) take any affirmative action, or fail to
take any reasonable action within its control, as a result of
which any of the changes or events listed in Sections 4.14 or
4.18 would be likely to occur; (b) make any modification to any
material Business Contract or Governmental Authorization; (c)
allow the levels of raw materials, supplies or other materials
included in the Inventories to vary materially from the levels
customarily maintained; or (d) enter into any compromise or
settlement of any litigation, proceeding or governmental
investigation relating to the Business, Assets, Licensed
Intellectual Property or Shared Know-How or the Assumed
Liabilities.

        6.4  Required Approvals.  As promptly as practicable
after the date of this Agreement, Seller shall make all filings
required by Legal Requirements to be made by it in order to
consummate the Contemplated Transactions.  Seller also shall
cooperate with Buyer and its Representatives with respect to all
filings that Buyer elects to make or, pursuant to Legal
Requirements, shall be required to make in connection with the
Contemplated Transactions.  Seller also shall cooperate with
Buyer and its Representatives in obtaining all Material
Consents.

        6.5  Notification.  Between the date of this Agreement
and the Closing, Seller shall promptly notify Buyer in writing
if it becomes aware of (a) any fact or condition that causes or
constitutes a Breach of any of Seller's representations and
warranties made as of the date of this Agreement or (b) the
occurrence after the date of this Agreement of any fact or
condition that would or be reasonably likely to (except as
expressly contemplated by this Agreement) cause or constitute a
material Breach of any such representation or warranty had that
representation or warranty been made as of the time of the
occurrence of, or Seller's discovery of, such fact or condition.
During the same period, Seller shall promptly notify Buyer of
the occurrence of any Breach of any covenant of Seller in this
Article 6 or of the occurrence of any event that is reasonably
likely to prevent the satisfaction of the conditions of Article
8.

        6.6  No Negotiation.  Until such time as this
Agreement shall be terminated pursuant to Section 10.1, neither
Seller nor any of its Affiliates or Representatives shall
directly or indirectly solicit, initiate, encourage or entertain
any inquiries or proposals from, discuss or negotiate with,
provide any nonpublic information to or consider the merits of
any inquiries or proposals from any Person (other than Buyer)
relating to any business combination transaction involving the
Business, including the sale of any of the Assets (other than in
the Ordinary Course of Business) or Licensed Intellectual
Property.  Seller shall notify Buyer of any such inquiry or
proposal within twenty-four (24) hours of receipt or awareness
of the same by Seller.

                                29

<PAGE>

        6.7  Landlord Estoppel Certificate.  Seller shall use its
Best Efforts to obtain a current estoppel certificate from the
landlord under each Real Estate Lease stating (i) that such Real
Estate Lease is in full force and effect and has not been
amended, modified or supplemented since the date of execution
thereof; (ii) that all rent and other sums and charges payable
under such Real Estate Lease are current and setting forth the
date through which such payments have been made; (iii) the
amount of any tenant security or other similar deposit held by
or on behalf of such landlord under the Real Estate Lease; (iv)
that no notice of default on the part of Seller or termination
notice has been served under such Real Estate Lease which
remains outstanding; (v) that to the knowledge of such landlord,
no uncured default or termination event or condition exists
under such Real Estate Lease, and that no event has occurred or
condition exists which, with the giving of notice or the lapse
of time or both, would constitute such a default or termination
event or condition; and (vi) that the consummation of the
Contemplated Transactions will not constitute a default under
such Real Estate Lease or grounds for termination thereof or for
the exercise of any other right or remedy adverse to the
interests of the tenant thereunder.

        6.8  Conversion of Seller's Accounting Systems.  Seller
shall use its Best Efforts to provide to Buyer at Closing
computer hardware and software (collectively, "Systems")
sufficient to allow Buyer to operate the Business in the manner
in which Seller operated the Business prior to Closing in all
material respects, provided that the Systems will not have any
functionality relating to payroll matters.  As of the Closing
Date, Seller will have trained certain Hired Active Employees
designated by Buyer to use the Systems.  The Seller will use its
Best Efforts to ensure that the Systems will be substantially
free of program defects and for a period of 60 days after
Closing, Seller will make required corrections.

        6.9  Best Efforts.  Seller shall use its Best Efforts
to cause the conditions in Article 8 (other than Sections 8.7
and 8.9(a)) to be satisfied.

       6.10  Transition Services Agreement.  Each of the Parties
shall use its Best Efforts to negotiate a Transition Services
Agreement in a mutually acceptable form which shall include,
without limitation, provisions relating to the Seller's delivery
of services in Singapore.

                              ARTICLE VII
                      COVENANTS OF BUYER AND PARENT

        7.1  Required Approvals.  As promptly as practicable
after the date of this Agreement, each of Buyer and Parent
covenant, jointly and severally, to make, or cause to be made,
all filings required by Legal Requirements to be made by it to
consummate the Contemplated Transactions.  Buyer and Parent also
shall cooperate, and cause its Affiliates to cooperate, with
Seller (a) with respect to all filings Seller shall be required
by Legal Requirements to make and (b) in obtaining all Consents
identified in Schedule 4.2(c); provided, however, that neither
Buyer nor Parent shall be required to dispose of or make any
change to its business or expend any material funds to comply
with this Section 7.1.

        7.2  Notification.  Between the date of this Agreement and
the Closing, Buyer or Parent shall promptly notify Seller in
writing if either such Party becomes aware of (a) any fact

                                  30

<PAGE>

or condition that causes or constitutes a Breach of any of the
representations and warranties made by Parent or Buyer as of the
date of this Agreement or (b) the occurrence after the date of
this Agreement of any fact or condition that would or be
reasonably likely to (except as expressly contemplated by this
Agreement) cause or constitute a material Breach of any such
representation or warranty had that representation or warranty
been made as of the time of the occurrence of, or such Party's
discovery of, such fact or condition. During the same period,
Buyer or Parent shall promptly notify Seller of the occurrence
of any Breach of any covenant of Buyer or Parent in this Article
7 or of the occurrence of any event that is reasonably likely to
prevent the satisfaction of the conditions in Article 9.

        7.3  Best Efforts.  Each of Parent and Buyer shall use
its Best Efforts to facilitate the conversions described in
Section 6.8 above, and to cause the conditions in Sections 8.6,
8.7, 8.8 and 8.9(a) and Article 9 to be satisfied.

        7.4  Reorganization.  Parent shall complete the proposed
reorganization of Parent as contemplated by Section 5.5(b) prior
to November 4, 2002.

                              ARTICLE VIII
              CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

        Buyer's obligation to purchase the Assets and to take the
other actions required to be taken by Buyer at the Closing is
subject to the satisfaction, at or prior to the Closing, of each
of the following conditions (any of which may be waived by
Buyer, in whole or in part):

        8.1  Accuracy of Representations.

        (a)  All of Seller's representations and warranties in this
Agreement shall have been accurate in all material respects as
of the date of this Agreement, and shall be accurate in all
material respects as of the Effective Time as if then made,
without giving effect to any supplement to the Disclosure
Schedule, except where any such failure would not result in a
material adverse change in the business, operations, assets,
results of operations or condition (financial or otherwise) of
the Business.

        (b)  Each of the representations and warranties in Section
4.2(a) and each of the representations and warranties in this
Agreement that contains an express materiality qualification,
shall have been accurate in all respects as of the date of this
Agreement, and shall be accurate in all respects as of the
Effective Time as if then made, without giving effect to any
supplement to the Disclosure Schedule, except where any such
failure would not result in a material adverse change in the
business, operations, assets, results of operations or condition
(financial or otherwise) of the Business.

        8.2  Seller's Performance.  All of the covenants and
obligations that Seller is required to perform or to comply with
pursuant to this Agreement at or prior to the Closing, shall
have been duly performed and complied with in all material
respects.

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<PAGE>

        8.3  Consents.  Each of the Consents identified in
Schedule 8.3 (the "Material Consents") shall have been obtained
and shall be in full force and effect.

        8.4  Additional Documents.  Seller shall have caused
the documents and instruments required by Section 3.4(a) and the
following documents to be delivered (or tendered subject only to
Closing) to Buyer:

        (a)  an opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.,
dated the Closing Date, in the form of Exhibit 8.4(a);

        (b)  Releases of all Encumbrances on the Assets and
Licensed Intellectual Property, other than Permitted
Encumbrances, including releases of each mortgage of record and
reconveyances of each deed of trust with respect to each parcel
of real property included in the Assets;

        (c)  Certificates dated as of a date not earlier than the
third Business Day prior to the Closing as to the good standing
of Seller, executed by the appropriate officials of the
Commonwealth of Massachusetts and the State of Connecticut; and

        (d)  such other documents as Buyer may reasonably request.

        8.5  No Proceedings.  Since the date of this
Agreement, there shall not have been commenced or threatened
against Buyer, or against any Affiliate of Buyer, any Proceeding
(a) involving any challenge to, or seeking a material amount of
Damages or other relief in connection with, any of the
Contemplated Transactions or (b) that may have the effect of
preventing, delaying, making illegal, imposing limitations or
conditions on or otherwise interfering with any of the
Contemplated Transactions.

        8.6  Governmental Authorizations.  Buyer shall have
received the Governmental Authorizations required under the
competition laws of Germany, and any waiting periods applicable
to the Contemplated Transactions under any such laws, including
the waiting periods required following the required submission
with the German Federal Cartel Office, shall have expired or
been terminated.

        8.7  Employees.   Two or more of those key employees
of Seller identified on Schedule 8.7, or substitutes therefor
who shall be acceptable to Buyer, in its sole discretion, shall
have accepted employment with Buyer with such employment to
commence on and as of the Closing Date, provided however, that
the employment offered by Buyer to each such key employee
contains terms substantially equivalent in the aggregate to the
terms of each such key employee's current employment with Seller
relating to benefits, salaries and length of severance and
provided, however, further that Buyer shall assert or waive its
right under this Section 8.7  within fifteen (15) days of the
date hereof.

        8.8  Collective Bargaining Agreement.  The Bargaining
Representative shall have executed a letter agreement in respect
of Buyer's assumption of the CBA substantially in the form of
Exhibit 8.8 (the "CBA Assumption").

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<PAGE>


        8.9  Title Insurance and Survey.

        (a)  Buyer shall have obtained, at its expense, a binding
commitment to issue an ALTA Owner's Policy of Title Insurance Form
B-1992 issued by a title insurer reasonably satisfactory to Buyer,
in such amount as Buyer reasonably may determine to be the fair
market value of the Real Estate (including all Improvements
thereon), insuring title to such Real Estate to be in Seller as of
the Closing (subject only to the permitted encumbrances listed on
Schedule 4.6(a)(ii) and only to the extent that such permitted
encumbrances do not have a material adverse effect on the Business
or the Real Estate).  The title insurance policy shall (i) insure
title to the Real Estate and all recorded easements benefiting the
Real Estate, (ii) contain an "extended coverage endorsement"
insuring over the general exceptions contained customarily in such
policies, (iii) contain an ALTA Zoning Endorsement 3.1 (or
equivalent), (iv) contain an endorsement insuring that the Real
Estate described in the title insurance policy is the same real
estate as shown on the Survey delivered with respect thereto, (v)
contain an endorsement insuring that each street adjacent to the
Real Estate is a public street and that there is direct and
unencumbered pedestrian and vehicular access to such street from
the Real Estate, (vi) contain a contiguity endorsement insuring
that all of the parcels compromising the Real Estate when taken
together form one contiguous parcel of real estate without any
gaps or gores (if applicable); (vii) contain one or more
encroachment endorsements, as applicable; and (viii) contain an
endorsement insuring over any bankruptcy and/or creditors'
rights exceptions.

        (b)  Seller shall have procured, at its expense, a current
survey of the Real Estate certified to Buyer and the title
insurance company, prepared by a licensed surveyor and conforming
to current ALTA Minimum Detail Requirements for Land Title
Surveys, disclosing the location of all improvements, easements,
party walls, sidewalks, roadways, utility lines, and other matters
shown customarily on such surveys, and showing access
affirmatively to public streets and roads (the "Survey").  The
Survey shall not disclose any survey defect or encroachment from
or onto the Real Estate that has not been cured or insured over
prior to the Closing.

       8.10  Environmental Study.

        (a)  Seller shall have obtained, at its own expense, a
Phase II Environmental Site Assessment (the "Phase II Report")
of the Facilities located in Manchester, Connecticut (the
"Manchester Facilities") by Fuss & O'Neill Inc. ("Seller's
Consultant").  The scope of the work, the testing and analysis
to be undertaken and the nature of the report to be issued by
Seller's Consultant are detailed in Schedule 8.10; provided,
however, that Seller's Consultant must include a conclusion,
based on the results of the test outlined in Schedule 8.10, as
to the remediation activities that are reasonably likely to be
required by the CTDEP in response to Seller's filing under the
Connecticut Transfer Act (the "Required Remediation").

        (b)  Buyer may retain, at its own expense, an environmental
consultant to review the Phase II Report ("Buyer's Consultant").
Seller shall instruct Seller's Consultant to cooperate with
Buyer's Consultant in order to facilitate such review.  If Buyer
determines that the Required Remediation will likely result in a
material interruption of the Business at the Manchester Facility
following the Closing for a period of time in excess of two
weeks in any three-month period (a "Material Remediation Event")
then Buyer shall not be obligated to consummate the Contemplated
Transactions and may terminate this Agreement pursuant to
Section 10.1(a).

                                  33

<PAGE>

        (c)  If Buyer determines that the Required Remediation is
likely to result in a Material Remediation Event and Seller
disagrees with Buyer's determination, then Seller shall submit
its objections to Buyer and the Parties shall attempt in good
faith to resolve the disagreement.

        (d)  If the Parties are not able to resolve the
disagreement within fifteen (15) Business Days, then either
Buyer or Seller may submit the issue to binding arbitration as
described in this Section 8.10(d). Buyer and Seller shall
mutually agree upon a Connecticut licensed environmental
professional to arbitrate the dispute (the "Phase II
Arbitrator"), whose expenses shall be borne 50% by Buyer and 50%
by Seller. The Phase II Arbitrator shall review the Phase II
Report and each Party's determination with respect to the
probability of a Material Remediation Event and conduct such
hearings as he/she shall deem necessary. The Phase II Arbitrator
shall issue a written decision within twenty (20) days of the
date of his/her retention by the Parties, which decision shall
conclude whether there is likely to be a Material Remediation
Event and his/her reasons for such determination. If the Phase
II Arbitrator determines that there is likely to be a Material
Remediation Event, then Buyer shall not be obligated to
consummate the Contemplated Transactions and may terminate this
Agreement pursuant to Section 10.1(a).

       8.11  Systems Conversions.  The Systems work described in
Section 6.8 shall have been completed in a manner reasonably
satisfactory to Buyer.


                                ARTICLE IX
            CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE

        Seller's obligation to sell the Assets and to take the
other actions required to be taken by Seller at the Closing is
subject to the satisfaction, at or prior to the Closing, of each
of the following conditions (any of which may be waived by
Seller in whole or in part):

        9.1  Accuracy of Representations.  All of the
representations and warranties of Buyer or Parent in this
Agreement shall have been accurate in all material respects as
of the date of this Agreement and shall be accurate in all
material respects as of the Effective Time as if then made,
except where any such failure would not result in a material
adverse change in the business, operations, assets, results of
operations, condition (financial or otherwise) of the Buyer or
the Parent, as applicable.

        9.2  Buyer's Performance.  All of the covenants and
obligations that Buyer or Parent is required to perform or to
comply with pursuant to this Agreement at or prior to the
Closing shall have been performed and complied with in all
material respects.

        9.3  Financial Information of Buyer and Parent.  Prior to
the Closing, Buyer and Parent shall have provided Seller with
unaudited balance sheets and income statement for each of Buyer
and Parent as of and for the period ending on the last day of
the month immediately preceding the Closing Date, none of which
will show the existence of a material adverse change when
compared with the financial statements attached hereto as
Schedule 5.5(a) with respect to

                                   34

<PAGE>

Buyer, and Schedule 5.5(b) with respect to Parent. Such updated
financial statements shall be accurate in all material respects
as of the Closing Date; provided, however, that if Seller waives
its right under this Section 9.3, the Note shall bear interest
at a rate equal to 6% above the one-year Libor rate until such
time as the proposed reorganization of Parent is complete as
contemplated by Section 5.5(b).

        9.4  No Proceedings.  Since the date of this
Agreement, there shall not have been commenced or threatened
against Seller, or against any Affiliate of Seller, any
Proceeding (a) involving any challenge to, or seeking a material
amount of Damages or other relief in connection with, any of the
Contemplated Transactions or (b) that may have the effect of
preventing, delaying, making illegal, imposing limitations or
conditions on or otherwise interfering with any of the
Contemplated Transactions.

        9.5  Additional Documents.  Buyer or Parent shall each
have caused the documents, instruments and payments required by
Section 3.4(b) or Section 3.4(c) and the following documents to
be delivered (or tendered subject only to Closing) to Seller.

        (a)  an opinion of Wiggin & Dana LLP, dated the Closing
Date, in the form of Exhibit 9.5(a);

        (b)  an opinion of NautaDutilh N.V., dated the Closing
Date, in form and substance reasonably acceptable to Seller;

        (c)  a certificate dated as of a date not earlier than the
third Business Day prior to the Closing as to the good standing
of Buyer, executed by the appropriate officials of the State of
Connecticut;

        (d)  a document of the jurisdiction of incorporation of
Parent in respect of the existence of Parent; and

        (e)  such other documents as Seller may reasonably request.

        9.6  Collective Bargaining Agreement.  The Bargaining
Representative shall have executed the CBA Assumption.

        9.7  WARN Period.  Any required notification period under
the WARN Act shall have expired.

        9.8  Consent.  Seller shall have received the consents
required under its credit facility as more fully described in
Schedule 4.2(c).

                                 ARTICLE X
                                TERMINATION

       10.1  Termination Events.  By notice given prior to or
at the Closing, subject to Section 10.2, this Agreement may be
terminated as follows:

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<PAGE>

        (a)  by Buyer if a material Breach of any provision of this
Agreement has been committed by Seller and such Breach has
neither been waived by Buyer nor cured by Seller within thirty
(30) days of Seller's receipt of notice from Buyer of such
Breach;

        (b)  by Seller if a material Breach of any provision of
this Agreement has been committed by Buyer or Parent and such
Breach has neither been waived by Seller nor cured by Buyer or
Parent within thirty (30) days of Buyer's receipt of notice from
Seller of such Breach;

        (c)  by mutual consent of Buyer and Seller;

        (d)  by any Party if the Closing has not occurred on or
before December 29, 2002, or such later date as the Parties may
agree upon; or

        (e)  by any Party if there shall have been commenced or
threatened against any Party, or against any Affiliate of any
Party, any Proceeding (a) involving any challenge to, or seeking
any material amount of Damages or other relief in connection
with, any of the Contemplated Transactions or (b) that may have
the effect of preventing, delaying, making illegal, imposing
limitations or conditions on or otherwise interfering with any
of the Contemplated Transactions.

       10.2  Effect of Termination.  Each Party's right of
termination under Section 10.1 is in addition to any other
rights it may have under this Agreement or otherwise, and the
exercise of such right of termination will not be an election of
remedies.  If this Agreement is terminated pursuant to Section
10.1, all obligations of the Parties will terminate, except that
the obligations of the Parties in this Section 10.2 and Articles
12, 13 and 14 (except for those in Section 14.4) will survive;
provided, however, that, if this Agreement is terminated because
of a Breach of this Agreement or because one or more of the
conditions to the terminating Party's obligations under this
Agreement is not satisfied as a result of the other Party's
failure to comply with its obligations under this Agreement, the
terminating Party's right to pursue all legal remedies will
survive such termination unimpaired.

                                ARTICLE XI
                           ADDITIONAL COVENANTS

       11.1  Employees and Employee Benefits.

        (a)  For the purpose of this Agreement, the term "Active
Employees" shall mean all employees employed exclusively by
Seller on the Closing Date in the Business, including bargaining
unit employees currently covered by Seller's collective
bargaining agreement with the Paper, Allied-Industrial, Chemical
and Energy Workers International Union, AFL-CIO, CLC through its
PACE Local 1-1554 (the "Bargaining Representative"), and
including employees on temporary leave of absence (including
family and/or medical leave, military leave, temporary
disability or sick leave), but excluding employees on an
indefinite leave or an approved leave in excess of one month and
excluding employees on long term disability.

                                       36

<PAGE>

        (b)    (i)  Prior to the Closing Date, Buyer shall offer
        employment to all Active Employees who are covered by the
        CBA, subject to and in accordance with the provisions of
        Section 11.1(f) below, to be effective on the Closing Date.

              (ii)  Prior to the Closing Date, Buyer may interview
        all Active Employees who are not bargaining unit employees,
        and shall have no obligation to hire any such Active
        Employee.  Subject to applicable Legal Requirements, Buyer
        will have reasonable access to the Facilities and personnel
        Records (including performance appraisals, disciplinary
        actions, and grievance records) of Seller for the purpose
        of preparing for and conducting employment interviews with
        such Active Employees and will conduct the interviews as
        expeditiously as possible prior to the Closing Date.
        Access will be provided by Seller upon reasonable prior
        notice during normal business hours.  Seller will use Best
        Efforts to obtain any consents required by applicable Legal
        Requirements to grant Buyer access to personnel Records.

             (iii) Buyer will provide Seller with a list of
        Active Employees who are not bargaining unit employees to
        whom Buyer has made an offer of employment that has been
        accepted to be effective on the Closing Date (such Active
        Employees, along with bargaining unit employees who accept
        employment with the Buyer upon the Closing, being the
        "Hired Active Employees").  Buyer will provide such list to
        Seller in a manner which will permit Seller to comply with
        any applicable notice requirements under the WARN Act.
        Effective upon the Closing, Seller will terminate the
        employment of all of the Hired Active Employees.
        Notwithstanding the foregoing, an Active Employee who is
        not actually at work on the Closing Date, such as an
        employee who is then absent due to illness, shall only
        become a Hired Active Employee, and be terminated from
        employment by Seller, upon his commencing active work with
        the Buyer.

              (iv)  Neither Seller nor its Affiliates shall (A) prior
        to Closing, solicit the continued employment of or (B) for
        the two (2)year period after Closing, employ any Active
        Employee not hired by Buyer at Closing other than those
        Active Employees listed on Schedule 11.1(b)(iv) (unless and
        until Buyer has informed Seller in writing that the
        particular Active Employee will not receive any employment
        offer from Buyer).  Prior to Closing and for the two (2)
        year period after Closing, neither Buyer nor Parent shall
        solicit the employment of or employ any Active Employee
        listed on Schedule 11.1(b)(iv).

              (v)  It is understood and agreed that (A) Buyer's
        expressed intention to extend offers of employment as set
        forth in this section shall not constitute any Contract or
        understanding or any obligation on the part of Buyer to a
        post-Closing employment relationship of any fixed term or
        duration or upon any terms or conditions other than those
        that Buyer may establish pursuant to individual offers of
        employment (or, with respect to bargaining unit employees,
        pursuant to collective bargaining) and (B) employment
        offered by Buyer is "at will" and may be terminated by
        Buyer or by an employee at any time for any reason (subject
        to any written commitments to the contrary made by Buyer or
        an employee, any collective bargaining agreement entered
        into by Buyer, and applicable Legal Requirements). Nothing
        in this Agreement shall be deemed to prevent or restrict in
        any way the right of Buyer to terminate, reassign, promote or

                                      37

<PAGE>

        demote any of the Hired Active Employees after the
        Closing or to change adversely or favorably the title,
        powers, duties, responsibilities, functions, locations,
        salaries, other compensation or terms or conditions of
        employment of such employees.

        (c)    (i)  Seller shall be responsible for (A) the payment
        of all wages and other remuneration due to Active Employees
        with respect to their services as employees of Seller
        through the Effective Time (or such later time as such
        employees become Hired Active Employees), except to the
        extent such payment constitutes an Assumed Liability and
        except as contemplated by Section 11.1(e)(ii), (B) the
        payment of any termination or severance payments and the
        provision of health plan continuation coverage in
        accordance with the requirements of COBRA and Sections 601
        through 608 of ERISA; and (C) any and all payments to
        employees required under the WARN Act.  Seller will pay
        Hired Active Employees for all pro-rated unused vacation
        time under Seller's vacation policies as of the Closing
        Date and Buyer will pay Seller for all vacation time used
        by Hired Active Employees (who are not bargaining unit
        employees) prior to the Closing Date in excess of their
        pro-rated vacation time.

              (ii)  Seller shall be liable for any claims made or
        incurred by Hired Active Employees and their beneficiaries
        through the Closing Date (or such later date as such
        employees become Hired Active Employees) under the Employee
        Plans.  For purposes of the immediately preceding sentence,
        a claim will be deemed incurred not later than, in the case
        of hospital, medical or dental benefits, when the services
        that are the subject of the charge are performed and, in
        the case of other benefits (such as disability in the case
        of disability insurance or death in the case of life
        insurance), when an event has occurred that entitles the
        employee to the benefit.

        (d)    (i)  All Hired Active Employees who are participants
        in Seller's Defined Benefit Pension Plan ("Seller's
        Nonunion Pension Plan") or Seller's Employees' Pension Plan
        ("Seller's Union Pension Plan" and together with Seller's
        Nonunion Pension Plan, "Seller's Pension Plans") shall
        retain their accrued benefits under Seller's Pension Plans
        as of the Closing Date, and Seller (or Seller's Pension
        Plans) shall retain sole liability for the payment of such
        benefits as and when such Hired Active Employees become
        eligible therefor under such Plans.  All Hired Active
        Employees shall become fully vested in their accrued
        benefits under Seller's Pension Plans as of the Closing
        Date, and Seller will so amend such Plans if necessary to
        achieve this result.  Employment by Buyer shall not cause
        Hired Active Employees to be ineligible to commence their
        benefits under Seller's Pension Plans, such that (A) Hired
        Active Employees who have attained age 55 as of the Closing
        Date, and Hired Active Employees who attain age 55
        subsequent to the Closing Date, shall be eligible to
        commence distribution of their benefits under Seller's
        Nonunion Pension Plan notwithstanding their continued
        employment with Buyer and (B) Hired Active Employees,
        regardless of their age or number of completed years of
        service, will be able to commence distribution of their
        benefits under Seller's Union Pension Plan notwithstanding
        their continued employment with Buyer.  Seller agrees that
        accrued benefits under Seller's Union Pension Plan will be
        calculated based on the $35.75 monthly benefit level
        effective under such Plan as of October 1, 2002 for those
        Hired Active Employees employed on or after October 1, 2002
        by Buyer or an affiliated entity.

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<PAGE>

            (ii)  Seller will offer retiree medical benefits,
        effective as of the Closing Date, to those Hired Active
        Employees who, as of the Closing Date, are nonunion
        employees who have completed 10 years of service after
        attaining age 45, in accordance with its normal practices
        for the provision of retiree medical benefits,
        notwithstanding such employees' continued employment with
        Buyer.

        (e)  (i)  Neither Seller nor its Affiliates will make any
        transfer of pension or other employee benefit plan assets
        to Buyer or retirement plans maintained by Buyer.  Buyer
        agrees to provide, as of the Closing Date (1) defined
        benefit pension plan coverage with respect to Hired Active
        Employees who are not bargaining unit employees that
        recognizes prior service for benefit accrual purposes with
        Seller only to the extent credited under Seller's Nonunion
        Pension Plan, and that offsets the benefit accrued under
        Seller's Nonunion Pension Plan for service with Seller
        prior to the Closing Date; (2) unless otherwise agreed to
        with the Bargaining Representative, defined benefit pension
        plan coverage with respect to Hired Active Employees who
        are bargaining unit employees, that recognizes service with
        both Seller and Buyer and that, together with the benefit
        provided by Seller's Union Pension Plan, provides a benefit
        of equal value to the benefit which would have been
        provided with respect to the employee had the employee been
        covered for all years of service under Seller's Union
        Pension Plan; and (3) savings plan coverage, with respect
        to Hired Active Employees, that recognizes service with
        Seller for purposes of eligibility and vesting and that
        affords Hired Active Employees the opportunity, at their
        discretion, to elect to roll over to such plan
        distributions they may receive from Seller's 401k Employees
        Savings and Investment Plan ("Seller's Savings Plan").
        Nothing contained herein shall prevent Buyer from amending
        in any way or terminating any or all of such plans at any
        time after the Closing Date.

            (ii)  By March 2003, Seller will calculate the amount
        due under each bonus plan, pro-rated to the Closing Date,
        for each Annual Incentive Compensation Plan participant and
        each Rogers Performance Sharing ("RPS") participant based
        on the final Earnings Per Share results of the Seller for
        2002, plus any payroll taxes due in connection with such
        amount.  Seller shall pay Buyer this amount and deliver a
        calculation (which calculation shall specify the amount of
        payroll taxes to be withheld in connection therewith) of
        the amount due to Buyer, by March 1, 2003, and Buyer shall
        pay each Hired Active Employee, within two weeks of receipt
        of this payment, an amount at least equal to such amount as
        a bonus for calendar year 2002.

        (f)  Collective Bargaining Matters.  Buyer shall, subject
to the requirements of applicable federal labor laws, (i)
recognize the Bargaining Representative as the exclusive
representative of the Hired Active Employees who are bargaining
unit employees and (ii) assume the CBA in accordance with and
subject to such changes as are set forth in (or on an attachment
to) Exhibit 8.8.  Buyer, rather than Seller, will provide
retiree medical benefits with respect to Hired Active Employees
who are bargaining unit employees and retire from service with
Buyer following the Closing Date.  Seller shall retain all
Liability for any pension, medical, life insurance or other
benefits with respect to any retiree, former employee or other
employee who is not a Hired Active Employee.  Seller will use
Best Efforts to resolve any outstanding

                                    39

<PAGE>

grievances and arbitrations with respect to bargaining unit
employees prior to Closing.  Seller will retain responsibility for
unresolved grievances and arbitrations as of the Closing Date,
including the costs of resolving those grievances and arbitrations,
provided that Seller shall not resolve a grievance or
arbitration which might negatively impact Buyer without Buyer's
consent, which consent shall not be unreasonably withheld.

        (g)  General Employee Provisions.

             (i)  Seller and Buyer shall give any notices required
        by Legal Requirements and take whatever other actions with
        respect to the plans, programs and policies described in
        this Section 11.1 as may be necessary to carry out the
        arrangements described in this Section 11.1, and agree to
        cooperate with each other as appropriate with respect to
        communications to affected employees.

            (ii)  Seller and Buyer shall, both before and after
        Closing, provide each other with such plan documents and
        summary plan descriptions, employee data or other
        information as may be reasonably required to carry out the
        arrangements described in this Section 11.1 or otherwise
        facilitate the administration of their respective employee
        plans and arrangements.

           (iii)  If any of the arrangements described in this
        Section 11.1 are determined by the IRS or other
        Governmental Body to be prohibited by law, Seller and Buyer
        shall modify such arrangements to as closely as possible
        reflect their expressed intent and retain the allocation of
        economic benefits and burdens to the parties contemplated
        herein in a manner that is not prohibited by law.

            (iv) Seller agrees to use Best Efforts to obtain
        signed, written authorizations from all Hired Active
        Employees stating that Seller is authorized to release
        their personnel files to Buyer.  Seller further agrees that
        any noncompete or confidentiality provisions of Seller's
        Contracts with employees who become Hired Active Employees
        of Buyer shall not apply to such employees' work for Buyer,
        other than in connection with Excluded Products.  At
        Buyer's request and expense, Seller shall take all such
        actions as may be appropriate to cause, to the extent
        possible, Buyer to benefit from the provisions of Seller's
        Contracts with Active Employees who are not retained by
        Seller or hired by Buyer, which provide that such employees
        shall keep information regarding the Business confidential
        and not compete with the Business.

             (v)  Buyer shall not have any responsibility,
        liability or obligation, whether to Active Employees,
        former employees, their beneficiaries or to any other
        Person, with respect to any Employee Plans (including the
        establishment, operation or termination thereof and the
        notification and provision of COBRA coverage extension)
        maintained by Seller, including any responsibility,
        liability or obligation with respect to any retiree medical
        or life insurance benefits with respect to individuals who
        retired from employment with Seller or were otherwise
        terminated either on or prior to the Closing Date.

                                       40

<PAGE>

        11.2  Transfer Taxes.  All stamp, transfer, documentary
sales, use, registration and other such Taxes incurred in
connection with this Agreement or the Contemplated Transactions
shall be paid by the Party primarily liable therefore under
applicable law and such Party shall, at its own expense, prepare
and properly file accurate Tax Returns and other documentation
with respect to such Taxes on a timely basis.

        11.3  Payment of Other Retained Liabilities.  Seller
shall pay or discharge in full all of the Retained Liabilities.
If any such Retained Liabilities are not so paid or discharged,
and if Buyer reasonably determines that failure to make any
payments will impair Buyer's use or enjoyment of the Assets,
Licensed Intellectual Property or Shared Know-How or conduct of
the Business, Buyer may, at any time after the Closing Date,
elect to make all such payments directly (but shall have no
obligation to do so) and set off and deduct the full amount of
all such payments from any amounts due under the Note, provided
however that such failure to pay continues for ten (10) days
after Buyer shall have notified Seller of such failure to make
payments.  If, after exercising its right to set off and deduct
any payment against the Note as provided in the preceding
sentence, any amount remains, Buyer may set off and deduct such
remaining amount from any Royalty Payments due under the
Intellectual Property Agreement. Unless the Buyer and Seller
agree otherwise or a court of competent jurisdiction determines
otherwise, Buyer shall receive full credit under the Note, this
Agreement and the Intellectual Property Agreement for all
payments so made.

        11.4  Retention of and Access to Records.

        (a)  After the Closing Date, Buyer shall retain for a
period consistent with Buyer's record-retention policies and
practices those Records of Seller delivered to Buyer.  Buyer
also shall provide Seller and their Representatives reasonable
access thereto, during normal business hours and upon reasonable
prior notice, to enable them to prepare financial statements or
Tax Returns, deal with Tax audits, administer product liability,
product warranty, and workmen's compensation claims, perform the
RSA, and to perform similar tasks and responsibilities.  Prior
to removal or destruction of any such Records, Buyer shall
notify Seller and shall afford Seller the opportunity to take
possession of such Records as are proposed to be so removed or
destroyed.

        (b)  After the Closing Date, Seller shall retain for a
period consistent with Seller's record-retention policies and
practices those Records of Seller relating to the Business which
are not part of the Assets. Seller shall provide Buyer and their
Representatives reasonable access thereto, during normal
business hours and upon reasonable prior notice, to enable them
to conduct the Business. Prior to removal or destruction of any
such Records, Seller shall notify Buyer and shall afford Buyer
the opportunity to take possession of such Records as are
proposed to be so removed or destroyed. Buyer's obligations
pursuant to Section 13.3 hereof shall apply to any Records of
Seller to which Buyer gains access pursuant to this Section
11.4(b).

       11.5  Reports and Returns.  Seller shall promptly after
the Closing prepare and file all reports and returns required by
Legal Requirements relating to the Business as conducted using
the Assets, to and including the Effective Time.

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<PAGE>

       11.6  Assistance in Proceedings.  In the event and for
so long as any Party actively is contesting or defending against
any action, suit, proceeding, hearing, investigation, charge,
complaint, claim, or demand in connection with (a) any
Contemplated Transaction or (b) any fact, situation,
circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or
transaction on or prior to the Effective Time involving the
Business, each of the other Parties will cooperate with the
contesting or defending Party and his or its counsel in the
contest or defense, make available his or its personnel, and
provide such testimony and access to his or its books and
records as shall be necessary in connection with the contest or
defense, all at the sole cost and expense of the contesting or
defending Party (unless the contesting or defending Party is
entitled to indemnification therefore under Article 12 below).

       11.7  Noncompetition, Nonsolicitation, and
Nondisparagement.

        (a)  For a period of five (5) years after the Closing Date,
Seller shall not, anywhere in North America, directly or
indirectly invest in, own, manage, operate, finance, control,
advise, render services to or guarantee the obligations of any
Person engaged in or planning to become engaged in the Business,
provided, however, that Seller may purchase or otherwise acquire
up to (but not more than) five percent (5%) of any class of the
securities of any Person engaged in the Business (but may not
otherwise participate in the activities of such Person) if such
securities are listed on any national or regional securities
exchange or have been registered under Section 12(g) of the
Exchange Act.

        (b)  For a period of five (5) years after the Closing Date,
(i) Seller shall not, directly or indirectly solicit any
employee of Buyer employed at the Business, and (ii) Buyer shall
not, directly or indirectly solicit any employee of Seller
(other than the Active Employees).

        (c)  If a final judgment of a court or tribunal of
competent jurisdiction determines that any term or provision
contained in Section 11.7 is invalid or unenforceable, then the
Parties agree that the court or tribunal will have the power to
reduce the scope, duration or geographic area of the term or
provision, to delete specific words or phrases or to replace any
invalid or unenforceable term or provision with a term or
provision that is valid and enforceable and that comes closest
to expressing the intention of the invalid or unenforceable term
or provision. This Section 11.7 will be enforceable as so
modified after the expiration of the time within which the
judgment may be appealed.  This Section 11.7 is reasonable and
necessary to protect and preserve Buyer's legitimate business
interests and the value of the Business and the Assets, Licensed
Intellectual Property and Shared Know-How and to prevent any
unfair advantage conferred on Seller.

        (d)  This Section 11.7 shall not apply to the Business of
the Seller as it relates to Excluded Products or Excluded
Technology, as defined in the Intellectual Property Agreement.

       11.8  Further Assurances.  Subject to the proviso in
Section 7.1, the Parties shall cooperate reasonably with each
other and with their respective Representatives in connection
with any steps required to be taken as part of their respective
obligations under this Agreement, and shall (a) furnish upon
request to each other such further information; (b) execute and
deliver to each other such other documents; and (c) do such
other acts and things, all as the other Parties

                                    42

<PAGE>

may reasonably request for the purpose of carrying out the
intent of this Agreement and the Contemplated Transactions.

       11.9  Investigation; Remediation.  Buyer and Seller will
cooperate in the efforts outlined in the RSA.

      11.10  WARN Act.  If Buyer terminates any employees of
the Business after the Closing Date, and such termination
creates an obligation under the WARN Act or any similar state or
local Legal Requirement on the part of a Party to provide
notices or take any other action, then Buyer shall be deemed the
employer under the WARN Act and such other Legal Requirements
for all purposes and shall provide such notices, assume such
Liabilities and take such other action as may be required
thereby.

      11.11  Collection of Accounts Receivable.  After the
Closing Date, Seller will collect any payments remitted to
Seller in respect of any Accounts Receivable, whether arising in
connection with products shipped before or after the Effective
Time, and remit such payments to Buyer by ACH Credit no later
than the Tuesday of the week next following the week in which
Seller receives such payments.


                                 ARTICLE XII
                          INDEMNIFICATION; REMEDIES

       12.1  Survival.   All representations, warranties,
covenants and obligations in this Agreement and any certificate
or document delivered pursuant to this Agreement shall survive
the Closing and the consummation of the Contemplated
Transactions, subject to Section 12.6. The right to
indemnification, reimbursement or other remedy based upon such
representations, warranties, covenants and obligations shall not
be affected by any investigation (including any environmental
investigation or assessment) conducted with respect to, or any
Knowledge acquired (or capable of being acquired) at any time,
whether before or after the execution and delivery of this
Agreement or the Closing Date, with respect to the accuracy or
inaccuracy of or compliance with any such representation,
warranty, covenant or obligation. The waiver of any condition
based upon the accuracy of any representation or warranty, or on
the performance of or compliance with any covenant or
obligation, will not affect the right to indemnification,
reimbursement or other remedy based upon such representations,
warranties, covenants and obligations.

       12.2  Indemnification and Reimbursement by Seller.
Seller will indemnify, hold harmless and defend Buyer, and its
Representatives, shareholders, subsidiaries and Affiliates
(collectively, the "Buyer Indemnified Persons) for any loss,
liability, claim, damage, expense (including costs of
investigation and defense and reasonable attorneys' fees and
expenses) or diminution of value, whether or not involving a
Third-Party Claim (collectively, "Damages"), arising from or in
connection with:

        (a)  any Breach of any representation or warranty made by
Seller in this Agreement;

                                     43

<PAGE>

        (b)  any Breach of any covenant or obligation of Seller in
this Agreement or in any certificate, document, writing or
instrument delivered by Seller pursuant to this Agreement;

        (c)  any Retained Liabilities; or

        (d)  any brokerage or finder's fees or commissions or
similar payments based upon any agreement or understanding made,
or alleged to have been made, by any Person with Seller (or any
Person acting on its behalf) in connection with any of the
Contemplated Transactions.

       12.3  Indemnification and Reimbursement by Seller -
Environmental Matters.

        (a)  In addition to the other indemnification provisions in
Article 12, Seller will indemnify and hold harmless Buyer and
the other Buyer Indemnified Persons for any Damages (including
costs of cleanup, containment or other remediation and net of
any proceeds in connection therewith from Buyer's business
interruption insurance carrier) arising from or in connection
with:

            (i)  any Environmental Liabilities arising out of or
        relating to: (A) the ownership or operation by any Person
        at any time on or prior to the Closing Date of any of the
        Facilities, Assets or the Business, or (B) any Hazardous
        Materials or other contaminants that were present on the
        Facilities or Assets at any time on or prior to the Closing
        Date; or

           (ii)  any bodily injury (including illness, disability
        and death, regardless of when any such bodily injury
        occurred, was incurred or manifested itself), personal
        injury, property damage (including trespass, nuisance,
        wrongful eviction and deprivation of the use of real
        property) or other damage of or to any Person or any Assets
        in any way arising from any Hazardous Activity conducted by
        any Person with respect to the Business or the Assets prior
        to the Closing Date or from any Hazardous Material that was
        (A) present on or before the Closing Date on or at the
        Facilities (or present or suspected to be present on any
        other property, if such Hazardous Material emanated or
        allegedly emanated from any Facility and was present on any
        Facility, on or prior to the Closing Date) or (B) Released
        by any Person on or at any Facilities or Assets at any time
        on or prior to the Closing Date.

        (b)  Notwithstanding any Legal Requirement to the contrary,
the Parties agree that the burden of proof with respect to the
extent of Seller's indemnity obligations under this Section 12.3
will be determined as follows:

             (i)  in respect of any claim commenced prior to the
        third anniversary of the Closing Date, Seller will have the
        burden of proving that an Environmental Liability arose out
        of or relates to (in whole or in part) an event or omission
        occurring after the Closing Date; and

            (ii)  in respect of any Claim commenced after the third
        anniversary of the Closing Date, Buyer will have the burden
        of proving that an Environmental Liability arose out of or
        relates to (in whole or in part) an event or omission
        occurring before the Closing Date.

                                        44

<PAGE>

        (c)  Notwithstanding any provision of this Agreement
to the contrary, the Parties agree that in respect of any Claim
commenced after the date which is five (5) years after the date
upon which all Approvals (as defined in the RSA) are obtained,
to the extent that it is determined that the Environmental
Liability arose out of or relates to (in whole or in part) an
event or omission occurring before Closing, Seller shall bear
the legal fees incurred by or on behalf of Buyer with regard to
such Claim, and to the extent that it is determined that the
Environmental Liabilities arose out of or relates to (in whole
or in part) an event or omission occurring after Closing, Buyer
shall bear the legal fees incurred by or on behalf of Seller
with regard to such Claim.

        (d)  In addition, notwithstanding any Legal Requirement or
provision in this Agreement to the contrary, in the event of a
Material Remediation Event, Seller shall, at Seller's option,
either: (1) indemnify Buyer for Buyer's Damages, including
Buyer's lost profits, incurred as a result of the Material
Remediation Event; or (2) reimburse Buyer for its costs to
relocate the Business, as conducted at such time at the
Facilities.  If Seller elects option (2), Seller shall also
purchase certain of the Assets from Buyer on the following
basis: (a) with respect to the Improvements, Seller will pay the
book value calculated in accordance with GAAP at the time of
Closing, as set forth in the Closing Balance Sheet and (b) with
respect to the Real Estate, Seller will pay the current market
value as of the date hereof.  Buyer agrees to use Best Efforts
to cooperate with Seller and to mitigate the possible effect of
any Required Remediation so as to avoid a Material Remediation
Event.

       12.4  Indemnification and Reimbursement by Parent and
Buyer.

        (a)  Parent and Buyer will jointly and severally indemnify,
hold harmless and defend Seller and its Representatives,
shareholders, subsidiaries and Affiliates (the "Seller
Indemnified Persons") for Damages arising from or in connection
with:

            (i)  any Breach of any representation or warranty made
        by Buyer or Parent in this Agreement;

           (ii)  any Breach of any covenant or obligation of Buyer
        or Parent in this Agreement or in any other certificate,
        document, writing or instrument delivered by Buyer or
        Parent pursuant to this Agreement; or

          (iii)  any claim by any Person for brokerage or
finder's fees or commissions or similar payments based upon
any agreement or understanding alleged to have been made by
such Person with Buyer or Parent (or any Person acting on
Buyer's or Parent's behalf) in connection with any of the
Contemplated Transactions.

        (b)  Buyer will indemnify, hold harmless and defend the
Seller Indemnified Parties for Damages arising from or in
connection with:

            (i)  any Assumed Liabilities; or

                                       45

<PAGE>

           (ii)  any and all Liabilities arising out of or related
        to products of the Business to the extent manufactured and
        sold after the Effective Time.

       12.5  Limitations on Amount.  Seller shall have no
liability (for indemnification or otherwise) with respect to
claims under Section 12.2(a) until the total of all Damages with
respect to such matters exceeds three hundred and eighty
thousand dollars ($380,000) (the "Basket Amount"); provided,
however, that after the total of all such damages exceeds the
Basket Amount, Seller shall be liable for all such Damages,
including the Basket Amount.  Seller shall have no liability
(for indemnification or otherwise) with respect to claims under
Section 12.2(a) for Damages with respect to such matters, in the
aggregate in excess of the Purchase Price.  This Section 12.5
will not apply to claims under Section 12.2(b) through (d) or to
matters arising in respect of Sections 4.1, 4.2(a) or 4.2(b)(iv)
or to any Breach of any of Seller's representations and
warranties of which Seller had Knowledge at any time prior to
the date on which such representation and warranty is made or
any intentional Breach by Seller of any covenant or obligation,
and Seller will be liable for all Damages with respect to such
Breaches.

       12.6  Time Limitations.  Seller will have liability
(for indemnification or otherwise) with respect to any Breach of
a representation or warranty (other than those in Sections 4.1,
4.2(a), 4.5, 4.13, 4.15, or 4.21) only if on or before the date
which is two years following the Closing Date, Buyer notifies
Seller of a claim specifying the factual basis of the claim in
reasonable detail to the extent then known by Buyer.  Any claims
arising under the Sections identified in the preceding sentence
or the remaining provisions of this Article 12 shall be governed
by the applicable statute of limitations.

       12.7  Right of Setoff.  Buyer may set off against (i)
Royalty Payments otherwise payable under the Intellectual
Property Agreement and (ii) amounts otherwise payable under the
Note, any amount to which it is entitled under this Agreement as
determined by mutual agreement of the Parties (including for
this purpose, WPI) or pursuant to an Order.

       12.8  Third-Party Claims.

        (a)  Promptly after receipt by a Person entitled to
indemnity under this Article 12 (an "Indemnified Person") of
notice of the assertion of a Third-Party Claim against it, such
Indemnified Person shall give notice to the Person obligated to
indemnify under such Section (an "Indemnifying Person") of the
assertion of such Third-Party Claim, provided that the failure
to notify the Indemnifying Person will not relieve the
Indemnifying Person of any liability that it may have to any
Indemnified Person, except to the extent that the Indemnifying
Person demonstrates that the defense of such Third-Party Claim
is prejudiced by the Indemnified Person's failure to give such
notice.

        (b)  If an Indemnified Person gives notice to the
Indemnifying Person pursuant to Section 12.8(a) of the assertion
of a Third-Party Claim, the Indemnifying Person shall assume the
defense of such Third-Party Claim with counsel reasonably
satisfactory to the Indemnified Person (unless the Indemnifying
Person is also a Person against whom the Third-Party Claim is
made and the Indemnified Person determines in good faith that
joint representation would be inappropriate).  If the
Indemnifying Person assumes the defense of a Third-Party Claim,
(i) no

                                  46

<PAGE>

compromise or settlement of such Third-Party Claims may
be effected by the Indemnified Person without the Indemnifying
Person's Consent, and (ii) no compromise or settlement of such
Third-Party Claims may be effected by the Indemnifying Person
without the Indemnified Person's Consent unless (A) there is no
finding or admission of any violation of Legal Requirement or
any violation of the rights of any Person; (B) the sole relief
provided is monetary damages that are paid in full by the
Indemnifying Person; and (C) the Indemnified Person shall have
no liability with respect to any compromise or settlement of
such Third-Party Claims effected without its Consent.
Notwithstanding the foregoing, if notice is given to an
Indemnifying Person of the assertion of any Third-Party Claim
and the Indemnifying Person does not, within twenty (20) days
after the Indemnified Person's notice is given, give notice to
the Indemnified Person of its assumption of the defense of such
Third-Party Claim as provided for herein, the Indemnifying
Person will be bound by any determination made in such Third-
Party Claim or any compromise or settlement effected by the
Indemnified Person.

        (c)  Notwithstanding the foregoing, if an Indemnified
Person determines in good faith that there is a reasonable
probability that a Third-Party Claim may materially and
adversely affect it or its Affiliates other than as a result of
monetary damages for which it would be entitled to
indemnification under this Agreement, the Indemnified Person
may, by notice to the Indemnifying Person, assume the exclusive
right to defend, compromise or settle such Third-Party Claim,
but the Indemnifying Person will not be bound by any
determination of any Third-Party Claim so defended for the
purposes of this Agreement or any compromise or settlement
effected without its Consent (which may not be unreasonably
withheld or delayed).

        (d)  With respect to any Third-Party Claim subject to
indemnification under this Article 12: (i) both the Indemnified
Person and the Indemnifying Person, as the case may be, shall
keep the other Person fully informed of the status of such
Third-Party Claim and any related Proceedings at all stages
thereof where such Person is not represented by its own counsel,
and (ii) the Parties agree (each at its own expense) to render
to each other such assistance as they may reasonably require of
each other and to cooperate in good faith with each other in
order to ensure the proper and adequate defense of any Third-
Party Claim.

        (e)  With respect to any Third-Party Claim subject to
indemnification under this Article 12, the Parties agree to
cooperate in such a manner as to preserve in full (to the extent
possible) the confidentiality of all Confidential Information
and the attorney-client and work-product privileges. In
connection therewith, each Party agrees that: (i) it will use
its Best Efforts, in respect of any Third-Party Claim in which
it has assumed or participated in the defense, to avoid
production of Confidential Information (consistent with
applicable law and rules of procedure), and (ii) all
communications between any Party hereto and counsel responsible
for or participating in the defense of any Third-Party Claim
shall, to the extent possible, be made so as to preserve any
applicable attorney-client or work-product privilege.

       12.9  Exclusive Remedy.  The indemnification provided
in this Article 12 shall be sole and exclusive remedy for any
Breach of representation or warranty made by any Party in this
Agreement; provided, however, that the foregoing shall not apply
to any Breach of which a Party had Knowledge at any time prior
to the date on which such representation or warranty is made.

                                   47

<PAGE>

      12.10  Service of Customer Returns and Product
Warranties.  Notwithstanding the provisions of Section 12.8,
and in no way to derogate from the indemnification obligations
of Seller in this Article XII, the Parties agree that, solely as
an accommodation to Seller, Buyer shall service customer
warranty work for products of the Business manufactured or sold
by Seller prior to the Effective Time, and Seller shall
reimburse Buyer for such service, in accordance the procedures
set forth in Schedule 12.10.


                               ARTICLE XIII
                             CONFIDENTIALITY

       13.1  Confidential Information.  "Confidential Information"
shall mean any information or technology that is not generally
available to the public and that is treated as confidential or
proprietary by a Party or any of its Affiliates.  Confidential
Information shall not include, and the provisions set forth in
this Article 13 regarding Confidential Information shall not
apply (or will cease to apply), with respect to Confidential
Information that (i) is or hereafter becomes generally available
to the public other than through an unauthorized act or omission
or breach by a Party of this Agreement, the Intellectual
Property Agreement or the Shared Know-How Agreement, or (ii)
becomes available to Seller or Buyer, provided that the source
is not known (after due inquiry) by Seller or Buyer, as
applicable, to be bound by a confidentiality agreement with or
other obligation as to confidentiality, non-disclosure or non-
use to, Seller or Buyer (or its Affiliates), as applicable, or
(iii) is independently developed or acquired by a Party.
Notwithstanding the foregoing, a combination of features shall
not be deemed to be in the public domain or in the possession of
the Party subject to confidentiality obligations hereunder
merely because the individual features are separately found to
be in the public domain or in such possession; the combination
itself must be in the public domain or in such possession.

       13.2  Seller's Confidentiality Obligations. Seller
covenants and agrees on behalf of itself, its Affiliates, and
all employees of the foregoing, that neither it nor they will
disclose to any Person not employed by Buyer or not engaged to
render services to Buyer, and that neither it nor they will use
for the benefit of Seller or others, any Confidential
Information of Buyer or Parent obtained by Seller prior to the
Closing or any Confidential Information of the Business
transferred (or exclusively licensed) to Buyer at Closing;
provided, however, that this provision shall not preclude
Seller, its Affiliates, and their employees from use or
disclosure of information if (i) use or disclosure of such
information shall be required by applicable Legal Requirement or
Order of any Governmental Body (but only after notice to Buyer
and affording Buyer a reasonable opportunity to obtain
confidentiality or protective arrangements to the extent
reasonably available), (ii) use or disclosure of such
information is reasonably required in connection with any
Proceeding against or involving Seller or its Affiliates or
(iii) such information is included within the Shared Know-How
Agreement.

       13.3  Buyer's Confidentiality Obligations.  Buyer
acknowledges that (as a result of the transactions contemplated
by this Agreement and the performance of its obligations under
this Agreement and its access to, and the cooperation of,
employees of Seller prior to the Closing, as well as its
employment of employees of the Business after the Effective
Time) Buyer may acquire or have access to Confidential
Information belonging to Seller.  Buyer

                                       48

<PAGE>

acknowledges that any such Confidential Information that does
not relate to the Business is and will remain proprietary to
Seller and its Affiliates.  Buyer, on behalf of each of itself,
its Affiliates, and all employees of the foregoing, covenants
and agrees that it will not disclose to any Person, and that it
will not use for the benefit of itself or others any Confidential
Information of Seller that does not relate to the Business.
This provision shall not preclude Buyer or its Affiliates and
employees from disclosure of such Confidential Information if
disclosure of such information shall be required by applicable
Legal Requirement or Order of any Governmental Body (but only
after notice to Seller and affording Seller a reasonable
opportunity to obtain confidentiality or protective arrangements
to the extent reasonably available).  Buyer's obligations under
this Section 13.3 are in addition to its confidentiality obligations
under the Shared Know-How Agreement.

                                  ARTICLE XIV
                               GENERAL PROVISIONS

       14.1  Expenses.  Except as otherwise provided in this
Agreement, each Party to this Agreement will bear its respective
fees and expenses incurred in connection with the preparation,
negotiation, execution and performance of this Agreement and the
Contemplated Transactions, including all fees and expense of its
Representatives; provided, however, that if Seller terminates
this Agreement pursuant to Section 10.1(b) or Buyer terminates
this Agreement pursuant to Section 10.1(d), Buyer shall
reimburse Seller for the actual amounts incurred by Seller in
connection with the matters set forth on Schedule 14.1, such
amounts not to exceed the maximum amount for each such item set
forth on Schedule 14.1 (and upon such payment, Seller shall
transfer, convey, assign and deliver to Buyer any tangible asset
or intangible rights in respect of the systems work described in
Schedule 14.1).  If this Agreement is terminated, the obligation
of each party to pay its own fees and expenses will be subject
to any rights of such Party arising from a Breach of this
Agreement by another Party.

       14.2  Public Announcements.  Prior to Closing, neither
Seller nor Buyer shall make any public statements, including,
without limitation, any press releases, with regard to this
Agreement and the Contemplated Transactions without the prior
written consent of the other Party (which consent may not be
unreasonably withheld or delayed), except as may be required by
Legal Requirement.  The Parties will jointly discuss and agree
upon a statement to the public regarding this Agreement and
Contemplated Transactions, and promptly following the Closing,
Seller and Buyer may issue such mutually acceptable public
statements.

       14.3  Notices.  All notices, Consents, waivers and
other communications required or permitted by this Agreement
shall be in writing and shall be given as follows:  (a) by
delivery to the appropriate address by hand or by nationally
recognized overnight courier service (costs prepaid); (b) by
facsimile or e-mail with confirmation of transmission by the
transmitting equipment; or (c) sent by certified mail, return
receipt requested, in each case to the following addresses,
facsimile numbers or e-mail addresses and marked to the
attention of the person (by name or title) designated below (or
to such other address, facsimile number, e-mail address or
person as a Party may designate by notice to the other Parties):

                                 49

<PAGE>

if to Seller, to:

Rogers Corporation
One Technology Drive
P.O. Box 188
Rogers, Connecticut 06263-0188
Attention:  Office of the Corporate Secretary
Fax no.:    860-779-5585
E-mail address:  bob.soffer@rogers-corp.com

with a mandatory copy to:

LeBoeuf, Lamb, Greene & MacRae, L.L.P.
260 Franklin Street
Boston, MA  02110-3173
Attn:  Terrence Mahoney, Esq.
Fax no.:  617-439-0341
E-mail address:  tmahoney@llgm.com

If to Buyer, to:

Vyncolit North America Inc.
c/o Perstorp Inc.
238 Nonotuck Street
Florence, MA  01062
Attention:  David Tracy
Fax no.:  413-587-3040
E-mail address: david.tracy@perstorp.com

with mandatory copies to:

Mannheimer Swartling Advokatbyra
Sodra Storgatan 7
Box 1384
251 13 Helsingborg
SWEDEN
Attention: Ragnar Lindqvist
Fax: 46 42 489 22 01
E-mail address: rli@msa.se

Wiggin & Dana LLP
400 Atlantic Street
Stamford, CT  06911
Attention:  Patricia Melick, Esq.
Fax:  203-363-7676
E-mail address:  pmelick@wiggin.com

                                          50

<PAGE>

If to Parent, to:

Perstorp Composites Holding AB
28480 Perstorp
Sweden
Attention:  Anders Lundin
Fax no.:  +46 435 38820
E-mail address:  anders.lundin@perstorp.com

with mandatory copies to:

Mannheimer Swartling Advokatbyra
Sodra Storgatan 7
Box 1384
251 13 Helsingborg
SWEDEN
Attention: Ragnar Lindqvist
Fax: 46 42 489 22 01
E-mail address: rli@msa.se

Wiggin & Dana LLP
400 Atlantic Street
Stamford, CT  06911
Attention:  Patricia Melick, Esq.
Fax:  203-363-7676
E-mail address:  pmelick@wiggin.com


       14.4  Enforcement of Agreement.   Each Party
acknowledges and agrees that the other Parties may be
irreparably damaged if any of the provisions of this Agreement
are not performed in accordance with their specific terms and
that any Breach of this Agreement might not be adequately
compensated in all cases by monetary damages alone. Accordingly,
in addition to any other right or remedy to which a Party may be
entitled, at law or in equity, it shall be entitled to seek to
enforce any provision of this Agreement by a decree of specific
performance and to temporary, preliminary and permanent
injunctive relief to prevent Breaches or threatened Breaches of
any of the provisions of this Agreement, without posting any
bond or other undertaking.

       14.5  Waiver; Remedies Cumulative.  Except as set forth
in Section 12.8 above, the rights and remedies of the Parties
are cumulative and not alternative. Neither any failure nor any
delay by any Party in exercising any right, power or privilege
under this Agreement or any of the documents referred to in this
Agreement will operate as a waiver of such right, power or
privilege, and no single or partial exercise of any such right,
power or privilege will preclude any other or further exercise
of such right, power or privilege or the exercise of any other
right, power or privilege. To the maximum extent permitted by
applicable law, (a) no claim or right arising out of this
Agreement or any of the documents referred to in this Agreement
can be

                                    51

<PAGE>


discharged by one Party, in whole or in part, by a waiver
or renunciation of the claim or right unless in writing signed
by the other Parties; (b) no waiver that may be given by a Party
will be applicable except in the specific instance for which it
is given; and (c) no notice to or demand on one Party will be
deemed to be a waiver of any obligation of that Party or of the
right of the Party giving such notice or demand to take further
action without notice or demand as provided in this Agreement or
the documents referred to in this Agreement.

       14.6  Entire Agreement and Modification.  This
Agreement supersedes all prior understandings, agreements,
representations, or warranties, whether written or oral, express
or implied, between the Parties with respect to its subject
matter (including any letter of intent and any confidentiality
agreement between Buyer and Seller) and constitutes (along with
the Disclosure Schedule, Exhibits and other documents delivered
pursuant to this Agreement) a complete and exclusive statement
of the terms of the agreement between the Parties with respect
to its subject matter.  Notwithstanding the forgoing, the
Existing Confidentiality Agreement shall remain in full force
and effect in accordance with its terms until the Closing, at
which time the foregoing shall apply thereto.  For the avoidance
of doubt, the Existing Confidentiality Agreement shall remain in
full force and effect in accordance with its terms in the event
that this Agreement is terminated in accordance with Article X
hereof. This Agreement may not be amended, supplemented, or
otherwise modified except by a written agreement executed by the
party to be charged with the amendment.

       14.7  Disclosure Schedule.  The information in the
Disclosure Schedule constitutes (i) exceptions to particular
representations, warranties, covenants and obligations of Seller
as set forth in this Agreement or (ii) descriptions or lists of
assets and liabilities and other items referred to in this
Agreement. If there is any inconsistency between the statements
in this Agreement and those in the Disclosure Schedule (other
than an exception expressly set forth as such in the Disclosure
Schedule with respect to a specifically identified
representation or warranty), the statements in this Agreement
will control.  The statements in the Disclosure Schedule, and
those in any supplement thereto, relate only to the provisions
in the Section of this Agreement to which they expressly relate
and not to any other provision in this Agreement.

       14.8  Assignments, Successors, and No Third-Party
Rights.  No Party may assign any of its rights or delegate any
of its obligations under this Agreement without the prior
written consent of the other Parties, except that Buyer may
assign any of its rights under this Agreement to any Affiliate
of Buyer at any time, provided that such Affiliate agrees in
writing to be bound by the provisions of this Section 14.8, and
may collaterally assign its rights hereunder to any financial
institution providing financing to Buyer at any time after Buyer
has satisfied all of its payment obligations under the Note and
Intellectual Property Agreement. Subject to the preceding
sentence, this Agreement will apply to, be binding in all
respects upon and inure to the benefit of the successors and
permitted assigns of the parties. Nothing expressed or referred
to in this Agreement will be construed to give any Person other
than the Parties to this Agreement any legal or equitable right,
remedy or claim under or with respect to this Agreement or any
provision of this Agreement, except such rights as shall inure
to a successor or permitted assignee pursuant to this Section
14.8.

                                  52

<PAGE>

       14.9  Severability.   If any provision of this
Agreement is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Agreement
will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree
will remain in full force and effect to the extent not held
invalid or unenforceable.

      14.10  Construction. The headings of Articles and Sections
in this Agreement are provided for convenience only and will not
affect its construction or interpretation. All references to
"Articles," "Sections" and "Schedules" refer to the
corresponding Articles, Sections and Schedules of this Agreement
and the Disclosure Schedule.

      14.11  Governing Law.  This Agreement will be governed by
and construed under the laws of the State of Connecticut without
regard to conflicts-of-laws principles that would require the
application of any other law.

      14.12  Execution of Agreement.  This Agreement may be
executed in one or more counterparts, each of which will be
deemed to be an original copy of this Agreement and all of
which, when taken together, will be deemed to constitute one and
the same agreement. The exchange of copies of this Agreement and
of signature pages by facsimile transmission shall constitute
effective execution and delivery of this Agreement as to the
parties and may be used in lieu of the original Agreement for
all purposes. Signatures of the parties transmitted by facsimile
shall be deemed to be their original signatures for all
purposes.

                      [Signature Page Follows]

                                  53

<PAGE>

        IN WITNESS WHEREOF, the parties have caused this Agreement
executed in multiple original counterparts as of the date first
set forth above.


                           VYNCOLIT NORTH AMERICA INC.
                           By: /s/ Henny Van Dijk
                           ----------------------
                           Name:  Henny Van Dijk
                           Title: President


                           PERSTORP COMPOSITES HOLDING B.V.
                           By: /s/ Anders Lundin
                           -------------------------------
                           Name: Anders Lundin
                           Title: Attorney-in-fact


                           ROGERS CORPORATION
                           By: /s/ Robert D. Wachob
                           --------------------------
                           Name: Robert D. Wachob
                           Title: President and Chief Operating Officer


                                     54

<PAGE>


                                  EXHIBIT I
                                 DEFINITIONS

       For purposes of this Agreement, the following terms and
variations thereof have the meanings specified or referred to in
this Exhibit I:

"Accounts Receivable" shall mean (a) all trade accounts
receivable and other rights to payment from customers of the
Business and the full benefit of all security for such accounts
or rights to payment, including all trade accounts receivable
representing amounts receivable in respect of goods shipped or
products sold or services rendered to customers of the Business,
(b) all other accounts or notes receivable of Seller arising out
of or relating to the Business and the full benefit of all
security for such accounts or notes and (c) any claim, remedy or
other right related to any of the foregoing.  For purposes of
determining Net Asset Value, there will be no bad debt reserve
established for the Accounts Receivable, notwithstanding the
requirements of GAAP.

"Active Employees" shall have the meaning as set forth in
Section 11.1(a).

"Adjustment Amount" shall have the meaning set forth in Section
3.6.

"Affiliate" shall mean any Person that directly or indirectly
controls, is directly or indirectly controlled by or is directly
or indirectly under common control with such specified Person
and each Person that serves as a director, officer, partner,
executor or trustee of such specified Person (or in a similar
capacity).  For purposes of this definition "control" (including
"controlling," "controlled by," and "under common control with")
means the possession, direct or indirect, of the power to direct
or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by
contract or otherwise, and shall be construed as such term is
used in the rules promulgated under the Securities Act.

"Agreement" shall have the meaning set forth in the first
paragraph of this Agreement.

"Assets" shall have the meaning set forth in Section 2.1.

"Assignment and Assumption Agreement" shall have the meaning set
forth in Section 3.4(a)(ii).

"Assumed Liabilities" shall have the meaning set forth in
Section 2.3.

"Balance Sheet" shall have the meaning set forth in Section 4.3.

"Bargaining Representative" shall have the meaning set forth in
Section 11.1(a).

"Basket Amount" shall have the meaning set forth in Section
12.5.

"Benefits Accrual" shall have the meaning set forth in Section
2.3(c).


<PAGE>


"Best Efforts" shall mean the commercially reasonable efforts
that a prudent Person desirous of achieving a result would use
in similar circumstances to achieve that result as expeditiously
as possible, provided, however, that a Person required to use
Best Efforts under this Agreement will not be thereby required
to take actions that would result in a material adverse change
in the benefits to such Person of this Agreement and the
Contemplated Transactions or to dispose of or make any change to
its business, expend any material funds or incur any other
material burden.

"Bills of Sale" shall have the meaning set forth in Section
3.4(a)(i).

"Breach" shall mean any breach of, or any inaccuracy in, any
representation or warranty or any breach of, or failure to
perform or comply with, any covenant or obligation, in or of
this Agreement or any other Contract, or any event which with
the passing of time or the giving of notice, or both, would
constitute such a breach, inaccuracy or failure.

"Business" shall have the meaning set forth in Section 2.1.

"Business Contract" shall mean any Contract entered into in the
Ordinary Course of Business under which Seller in connection
with its conduct of the Business has or may acquire any rights
or benefits, or has or may become subject to any obligation or
liability, or by which any of the Assets or Licensed
Intellectual Property owned or used by Seller is or may become
bound.

"Business Day" shall mean any day other than (a) Saturday or
Sunday or (b) any other day on which banks in New York, NY are
permitted or required to be closed.

"Buyer" shall have the meaning set forth in the first paragraph
of this Agreement.

"Buyer Group" shall have the meaning set forth in Section 6.1.

"Buyer Indemnified Persons" shall have the meaning set forth in
Section 12.2.

"Buyer's Closing Documents" shall have the meaning set forth in
Section 5.2(a).

"Buyer's Consultant" shall have the meaning set forth in Section
8.10(b).

"CBA" shall mean the Labor Agreement by and between the Seller,
PACE Local 1-1554, and the Bargaining Representative (1999-
2004).

"CBA Assumption" shall have the meaning set forth in Section
8.8.

"Claim" shall mean any action, suit, litigation, proceeding,
hearing, investigation, charge, complaint, claim, demand or
notice.

"Closing" shall have the meaning set forth in Section 3.3.

"Closing Balance Sheet" shall have the meaning set forth in
Section 3.5(b).

<PAGE>

"Closing Date" shall have the meaning set forth in Section 3.3.

"Closing Net Asset Value" shall have the meaning set forth in
Section 3.5(b).

"Closing Payment" shall have the meaning set forth in Section
3.1(b)(i).

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Confidential Information" shall have the meaning set forth in
Section 13.1.

"Connecticut Transfer Act" shall mean the Connecticut Transfer
Act, Conn. Gen. Stat. 22a-134 et seq.

"Consent" shall mean any written approval, consent,
ratification, waiver or other authorization.

"Consideration Cap" shall have the meaning set forth in Section
3.1(a).

"Contemplated Transactions" shall mean all of the transactions
contemplated by this Agreement.

"Contract" shall mean any agreement, contract, Lease, consensual
obligation, promise or undertaking (whether written or oral and
whether express or implied).

"Copyright" shall mean any registered and unregistered
copyrights in both published works and unpublished works.

"CTDEP" shall have the meaning set forth in Section 4.21(b)(i).

"Damages" shall have the meaning set forth in Section 12.2.

"Disclosure Schedule" shall mean the schedules delivered by
Seller to Buyer concurrently with the execution and delivery of
this Agreement and to which reference is made in this Agreement,
together with any supplements thereto provided as of the Closing
Date.

"Dollars" or "$" shall mean United States currency.

"Effective Time" shall have the meaning set forth in Section 3.3

"Employee Plans" shall have the meaning set forth in Section
4.15(a).

"Encumbrance" shall mean any charge, claim, community or other
marital property interest, lien, option, pledge, security
interest, mortgage, right of way, easement, encroachment,
servitude, right of first option, right of first refusal or
similar restriction.

"Environment" shall mean soil, land surface or subsurface
strata, surface waters (including navigable waters and ocean
waters), groundwaters, drinking water supply, stream sediments,

<PAGE>

ambient air (including indoor air), plant and animal life and
any other environmental medium or natural resource.

"Environmental Liabilities" shall mean any cost, damages,
expense, liability, obligation or other responsibility arising
from or under any Environmental Law, including, without
limitation, those consisting of or relating to:

        (a)  any other compliance, corrective or remedial measure
required under any Environmental Law (including on-site or off-
site contamination and regulation of any chemical substance or
product);

        (b)  any fine, penalty, judgment, award, settlement, legal
or administrative proceeding, damages, loss, claim, demand or
response, remedial or inspection cost or expense arising under
any Environmental Law; or

        (c)  financial responsibility under any Environmental Law
for cleanup costs or corrective action, including any cleanup,
removal, containment or other remediation or response actions
("Cleanup") required by any Environmental Law and for any
natural resource damages.

Notwithstanding anything in this Agreement to the contrary,
Environmental Liabilities shall not include any cost, damages,
expense, liability, obligation or other responsibility arising
from or related to Buyer's post-Closing operations to the extent
that they deviate from Seller's pre-Closing manufacturing
operation and procedures at the Facilities, as described more
particularly in Schedule 4.21(b) attached hereto, including
production levels, mixture of product grades, length of
production runs per product grade, and raw material constituents
per product grade.

The terms "removal," "remedial" and "response action" include
the types of activities covered by the United States
Comprehensive Environmental Response, Compensation and Liability
Act of 1980 (CERCLA), as amended.

Notwithstanding the foregoing, responsibility for any
Environmental Liabilities that are within the coverage of the
RSA shall be governed exclusively by the RSA and not by this
Agreement.

"Environmental Law" shall mean any Legal Requirement in effect
on or before the date hereof that is not an Occupational Safety
and Health Law that requires or relates to:

        (a)  advising appropriate authorities, employees or the
public of intended or actual Releases of pollutants or hazardous
substances or materials, violations of discharge limits or other
prohibitions and the commencement of activities, such as
resource extraction or construction, that could have a
significant impact on the Environment;

        (b)  preventing or reducing to acceptable levels the
Release of pollutants or hazardous substances or materials into
the Environment;

        (c)  reducing the quantities, preventing the Release or
minimizing the hazardous characteristics of wastes that are
generated;

<PAGE>

        (d)  assuring that products are packaged and used so that
they do not present unreasonable risks to human health or the
Environment when used or disposed of;

        (e)  protecting resources, species or ecological amenities;

        (f)  reducing to acceptable levels the risks inherent in
the transportation of hazardous substances, pollutants, oil or
other potentially harmful substances;

        (g)  cleaning up pollutants that have been Released,
preventing the Threat of Release or paying the costs of such
clean up or prevention; or

        (h)  making responsible parties pay private parties, or
groups of them, for damages done to their health or the
Environment or permitting self-appointed representatives of the
public interest to recover for injuries done to public assets.

"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

"ERISA Affiliate" shall have the meaning set forth in Section
4.15(a).

"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

"Excluded Assets" shall have the meaning set forth in Section
2.2.

"Existing Confidentiality Agreement" shall mean the
Confidentiality Agreement by and between Seller and Perstorp
Composites Holding AB dated as of February 26, 2002.

"Facilities" shall mean any real property, leasehold or other
interest in real property currently owned or operated by Seller
in connection with the Business. Notwithstanding the foregoing,
for purposes of the definitions of "Hazardous Activity" and
"Remedial Action" and Sections 4.21 and 12.3, "Facilities" shall
mean any real property, leasehold or other interest in real
property currently or formerly owned or operated by Seller in
connection with the Business.

"GAAP" shall mean generally accepted accounting principles for
financial reporting in the United States, applied on a
consistent basis.

"Governing Documents" shall mean with respect to any particular
entity, (a) any charter or similar document adopted or filed in
connection with the creation, formation or organization of the
Person; (b) all equityholders' agreements, voting agreements,
voting trust agreements, joint venture agreements, registration
rights agreements or other agreements or documents relating to
the organization, management or operation of any Person or
relating to the rights, duties and obligations of the
equityholders of any Person; and (c) any amendment or supplement
to any of the foregoing.

<PAGE>

"Governmental Authorization" shall mean any Consent, license,
registration or permit issued, granted, given or otherwise made
available by or under the authority of any Governmental Body or
pursuant to any Legal Requirement.

"Governmental Body" shall mean any: (a) nation, state, county,
city, town, borough, village, district or other jurisdiction;
(b) federal, state, local, municipal, foreign or other
government; (c) governmental or quasi-governmental authority of
any nature (including any agency, branch, department, board,
commission, court, tribunal or other entity exercising
governmental or quasi-governmental powers); (d) multinational
organization or body; (e) body entitled to exercise, any
administrative, executive, judicial, legislative, police,
regulatory or taxing authority or power; or (f) official of any
of the foregoing.

"Guarantee" shall have the meaning set forth in Section
3.4(c)(i).

"Hazardous Activity" shall mean the distribution, generation,
handling, importing, management, manufacturing, processing,
production, refinement, storage, transfer, transportation,
treatment or use (including any withdrawal or other use of
groundwater) of Hazardous Material in, on, under, about or from
any of the Facilities or any part thereof into the Environment.

"Hazardous Material" shall mean any substance, material or waste
which is regulated by any Governmental Body, including any
material, substance or waste which is defined as a "hazardous
waste," "hazardous material," "hazardous substance," "extremely
hazardous waste," "restricted hazardous waste," "contaminant,"
"toxic waste" or "toxic substance" under any provision of
Environmental Law, and including petroleum, petroleum products,
asbestos, presumed asbestos-containing material or asbestos-
containing material, urea formaldehyde and polychlorinated
biphenyls.

"Hired Active Employees" shall have the meaning set forth in
Section 11.1(b)(iii).

"Improvements" shall have the meaning set forth in Section
2.1(a).

"Indemnified Person" shall have the meaning set forth in Section
12.8(a).

"Indemnifying Person" shall have the meaning set forth in
Section 12.8(a).

"Independent Accountants" shall have the meaning set forth in
Section 3.5(d).

"Intangible Property" shall have the meaning set forth in
Section 2.1(e).

"Intellectual Property" shall mean collectively, the Intangible
Property described in Section 2.1(e)(i), together with the
Licensed Intellectual Property and the Shared Know-How.

"Intellectual Property Agreement" shall have the meaning set
forth in Section 3.4(a)(iv).

"Inventories" shall mean all inventories of the Business,
wherever located, including all finished goods, work in process,
raw materials, spare parts and all other materials and supplies
to be used

<PAGE>

or consumed by Seller in the production of finished
goods of the Business.  For purposes of determining Net Asset
Value.  Inventories will be valued at the lower of cost and fair
market value on a first-in, first-out basis in accordance with
the following obsolescence guidelines:

             (i)  in connection with raw materials, value will be
          determined with respect to age as follows:

          Less than 6 months usage                         100%

          More than 6 months usage(but less than
              9 months anticipated usage)                   75%

          More than 9 months usage(but less than
             12 months anticipated usage)                   50%

          More than 12 months usage                          0%


	    To determine usage of various categories of raw
        materials inventories for purposes of the foregoing table,
        the Parties will calculate the actual usage (or its
        equivalent) of the raw materials in question over the six
        months immediately preceding the Effective Time and divide
        that amount by six to determine the average monthly usage
        of such inventory.  The total dollar amount of raw material
        inventory in question will then be divided by the average
        monthly usage to determine the usage of the raw material
        inventory in question for purposes of the foregoing table.
        Furthermore, raw material inventory for which there is no
        current formulation will be deemed to have a usage of more
        than twelve months for purposes of the foregoing table,
        regardless of the average monthly usage of such inventory,
        exclusive of materials used for experimental purposes
        (which materials will be deemed to have a usage of less
        than 6 months for purposes of the foregoing table).

            (ii)  in connection with work-in-process and
        finished goods, value will be determined with respect to
        age as follows:

             Manufactured within previous 9 months        100%

             Manufactured more than 9 months ago            0%

"IRS" shall mean the United States Internal Revenue Service and,
to the extent relevant, the United States Department of the
Treasury.

"Knowledge" with respect to a Party shall mean the actual
knowledge of its senior officers and  employees who report
directly to a senior officer and have responsibility for the
relevant matter, without any express or implied obligation of
due inquiry.

"Lease" shall mean any lease or rental agreement, license, right
to use or installment and conditional sale agreement to which
Seller is a party and any other Business Contract pertaining to
the leasing or use of any Tangible Personal Property.

<PAGE>

"Legal Requirement" shall mean any federal, state, local,
municipal, foreign, international, multinational or other
constitution, law, ordinance, principle of common law, code,
regulation, statute or treaty.

"Liability" shall mean with respect to any Person, any liability
or obligation of such Person of any kind, character or
description, whether known or unknown, absolute or contingent,
accrued or unaccrued, disputed or undisputed, liquidated or
unliquidated, secured or unsecured, joint or several, due or to
become due, vested or unvested, executory, determined,
determinable or otherwise, and whether or not the same is
required to be accrued on the financial statements of such
Person.

"Licensed Intellectual Property" shall have the meaning set
forth in Section 3.4(a)(iv).

"Manchester Facility" shall have the meaning set forth in
Section 8.10(a).

"Marks" shall mean all trademarks, service marks, trade dress,
logos, slogans, trade names, corporate names, Internet domain
names, and rights in telephone numbers, together with all
translations, adaptations, derivations, and combinations thereof
and including all goodwill associated therewith, and all
applications, registrations, and renewals in connection
therewith

"Material Consents" shall have the meaning set forth in Section
8.3.

"Material Remediation Event" shall have the meaning set forth in
Section 8.10(b).

"Mortgage" shall have the meaning set forth in Section
3.4(b)(vii).

"Net Asset Value" shall have the meaning set forth in Section
3.5(a).

"Note" shall have the meaning set forth in Section 3.1(b)(ii).

"Occupational Safety and Health Law" shall mean any Legal
Requirement designed to provide safe and healthful working
conditions and to reduce occupational safety and health hazards,
including the Occupational Safety and Health Act, and any
program, whether governmental or private (such as those
promulgated or sponsored by industry associations and insurance
companies), designed to provide safe and healthful working
conditions.

"Order" shall mean any order, injunction, judgment, decree,
ruling or arbitration award of any Governmental Body or
arbitrator.

"Ordinary Course of Business" shall mean an action taken by a
Person will be deemed to have been taken in the Ordinary Course
of Business only if that action is consistent in nature, scope
and magnitude with the past practices of such Person and is
taken in the ordinary course of the normal, day-to-day
operations of such Person.

"Other Accruals" shall have the meaning set forth in Section
2.3(d).

<PAGE>

"Parent" shall have the meaning set forth in the first paragraph
of this Agreement.

"Party" or "Parties" shall have the meaning set forth in the
first paragraph of this Agreement.

"Patents" shall mean all patents, patent applications and patent
disclosures, together with all reissuances, continuations,
continuations in part revision, extensions, and reexamination.

"Payables" shall have the meaning set forth in Section 2.3(a).

"PBGC" shall have the meaning set forth in Section 4.15(d).

"Permitted Encumbrances" shall have the meaning set forth in
Section 4.6(a).

"Person" shall mean an individual, partnership, corporation,
business trust, limited liability company, limited liability
partnership, joint stock company, trust, unincorporated
association, joint venture or other entity or a Governmental
Body.

"Phase II Report" shall have the meaning set forth in Section
8.10(a).

"Phase II Arbitrator" shall have the meaning set forth in
Section 8.10(d).

"Proceeding" shall mean any action, arbitration, audit, hearing,
investigation, litigation or suit (whether civil, criminal,
administrative, judicial or investigative, whether formal or
informal, whether public or private) commenced, brought,
conducted or heard by or before, or otherwise involving, any
Governmental Body or arbitrator, or a demand or claim for any of
the foregoing.

"Purchase Price" shall have the meaning set forth in Section
3.1(a).

"Real Estate" shall have the meaning set forth in Section
2.1(a).

"Real Estate Lease" shall mean any lease in respect of any
Facility used in the conduct of the Business.

"Realty Use Rights" shall have the meaning set forth in Section
4.6(d).

"Record" shall mean information that is inscribed on a tangible
medium or that is stored in an electronic or other medium and is
retrievable in perceivable form.

"Release" shall mean any release, spill, emission, leaking,
pumping, pouring, dumping, emptying, injection, deposit,
disposal, discharge, dispersal, leaching or migration on or into
the Environment or into or out of any property.

"Remedial Action" shall mean all actions, including any capital
expenditures, required or voluntarily undertaken (a) to clean
up, remove, treat or in any other way address any Hazardous
Material or other substance; (b) to prevent the Release or
Threat of Release or to minimize the further Release of any
Hazardous Material or other substance so it does not migrate or
endanger

<PAGE>

or threaten to endanger public health or welfare or the
Environment; (c) to perform pre-remedial studies and
investigations or post-remedial monitoring and care; or  (d) to
bring all Facilities and the operations conducted thereon into
compliance with Environmental Laws and environmental
Governmental Authorizations.

"Representative" shall mean with respect to a particular Person,
any director, officer, manager, employee, agent, consultant,
advisor, accountant, financial advisor, legal counsel or other
representative of that Person.

"Required Remediation" shall have the meaning set forth in
Section 8.10(a).

"Retained Liabilities" shall have the meaning set forth in
Section 2.4.

"Rogers N.V." shall mean Rogers N.V., a corporation organized
under the laws of Belgium.

"Rogers Singapore" shall mean Rogers Technologies Singapore,
Inc., a corporation organized under the laws of Delaware.

"Royalty Payments" shall have the meaning set forth in Section
3.2.

"RPS" shall have the meaning set forth in Section 11.1(e)(ii).

"RSA" shall have the meaning set forth in Section 3.4(a)(vii).

"Schedule" shall mean a part or section of the Disclosure
Schedule.

"SEC" shall mean the United States Securities and Exchange
Commission.

"Securities Act" shall mean the Securities and Exchange Act of
1933, as amended.

"Security Agreement" shall have the meaning set forth in Section
3.4(a)(vi).

"Seller" shall have the meaning set forth in the first paragraph
of this Agreement.

"Seller's Closing Documents" shall have the meaning set forth in
Section 4.2(a).

"Seller's Consultant" shall have the meaning set forth in
Section 8.10(a).

"Seller Indemnified Persons" shall have the meaning set forth in
Section 12.4(a).

"Seller's Nonunion Pension Plan" shall have the meaning set
forth in Section 11.1(d)(i).

"Seller's Savings Plan" shall have the meaning set forth in
Section 11.1(e)(i).

"Sellers Pension Plans" shall have the meaning set forth in
Section 11.1(d)(i).

<PAGE>

"Sellers Union Pension Plan" shall have the meaning set forth in
Section 11.1(d)(i).

"Shared Know-How" shall have the meaning set forth in the
Intellectual Property Agreement.

"Shared Know-How Agreement" shall have the meaning set forth in
Section 3.4(a)(v).

"Side Agreement" shall have the meaning set forth in Section
3.4(a)(vii).

"Survey" shall have the meaning set forth in Section 8.9(b).

"Systems" shall have the meaning set forth in Section 6.8.

"Tangible Personal Property" shall mean all machinery,
equipment, tools, furniture, office equipment, computer
hardware, supplies, materials, vehicles and other items of
tangible personal property (other than Inventories) of every
kind owned by Seller (wherever located and whether or not
carried on Seller's books), together with any express or implied
warranty by the manufacturers or sellers or lessors of any item
or component part thereof and all maintenance records and other
documents relating thereto.

"Tax" shall mean any income, gross receipts, license, payroll,
employment, excise, severance, stamp, occupation, premium,
property, environmental, windfall profit, customs, vehicle,
airplane, boat, vessel or other title or registration, capital
stock, franchise, employees' income withholding, foreign or
domestic withholding, social security, unemployment, disability,
real property, personal property, sales, use, transfer, value
added, alternative, add-on minimum and other tax, fee,
assessment, levy, tariff, charge or duty of any kind whatsoever
and any interest, penalty, addition or additional amount thereon
imposed, assessed or collected by or under the authority of any
Governmental Body or payable under any tax-sharing agreement or
any other Contract.

"Tax Return" shall mean any return (including any information
return), report, statement, schedule, notice, form, declaration,
claim for refund or other document or information filed with or
submitted to, or required to be filed with or submitted to, any
Governmental Body in connection with the determination,
assessment, collection or payment of any Tax or in connection
with the administration, implementation or enforcement of or
compliance with any Legal Requirement relating to any Tax.

"Third Party" shall mean a Person that is not a party to this
Agreement.

"Third-Party Claim" shall mean any claim against any Indemnified
Person by a Third Party, whether or not involving a Proceeding.

"Threat of Release" shall mean a reasonable likelihood of a
Release that may require action in order to prevent or mitigate
damage to the Environment that may result from such Release.

"Uncollected Accounts Receivable" shall have the meaning set
forth in Section 3.7.

<PAGE>

"Union" shall mean Paper Allied-Industrial, Chemical and Energy
Workers International Union AFL-CIO, CLC, PACE, Local 1-1554 of
Manchester.

"VOC RACT" shall have the meaning set forth in Section 4.21(b).

"VOC Report" shall have the meaning set forth in Section
4.21(b).

"WARN Act" shall have the meaning set forth in Section 4.22(b).

"WPI" shall mean World Properties, Inc., an Illinois
corporation.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-7
<SEQUENCE>9
<FILENAME>edgvoldefcompkey.txt
<DESCRIPTION>VOL DEF COMP KEY EMPLOYEES
<TEXT>


                            ROGERS CORPORATION
         VOLUNTARY DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
         AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 21, 1999

                              Second Amendment

	Pursuant to the powers and procedures for amendment of the Rogers
Corporation Voluntary Deferred Compensation Plan For Key Employees, as
amended and restated effective as of December 21, 1999, as amended, (the
"Plan"), described in Section 11(a) of the Plan, the Compensation and
Organization Committee of the Board of Directors of Rogers Corporation (the
"Committee") hereby amends the Plan, subject to any necessary consent of
the affected Participants with respect thereto:

1.      Section 1 is amended by deleting the second sentence thereof in its
entirety and substituting therefor the following sentence:


        "The purpose of the Plan is to permit each key employee of Rogers
        Corporation (the "Company") or any subsidiary thereof ("a
        Subsidiary") who is designated by the Chief Executive Officer of the
        Company and each elected corporate officer of the Company (in either
        case, a "Participant") to elect to defer a portion of his or her
        compensation from the Company or Subsidiary."

2.      Section 5(b) is amended by deleting Subsection (ii) thereof in its
entirety and substituting therefor the following Subsection (ii):

                "(ii)  Interest Credits.  As of the last day of each calendar
        month, each sub-account within a Participant's Deferred Compensation
        Account which is being maintained in terms of dollars shall be
        credited with interest on the amount credited to such sub-account as
        of the last day of the preceding calendar month.  The rate of
        interest to be used for this purpose during any calendar year shall
        be (A) for calendar years before 2003, the 30-year U.S. Treasury bond
        rate in effect as of January 1 of such year, and (B) for calendar
        years after 2002, the sum of the 10-year U.S. Treasury note rate in
        effect as of January 1 of such year, plus twenty basis points (i.e.,
        0.20 of 1%).  For calendar years before 2003, the foregoing rate
        shall be determined by reference to the first January issue of
        Barron's for such calendar year, or such other comparable publication
        as may be selected by the Company if Barron's is no longer published
        or no longer provides such information.  For calendar years after
        2002, the foregoing rate shall be determined by reference to any
        reliable source selected by the Company from time to time."

3.      Section 8(b) is amended by deleting the last sentence thereof in its
entirety and substituting therefor the following sentence:

                                1 of 2

<PAGE>


        "The Chief Executive Officer, the President, the Vice President,
        Finance or the Vice President and Treasurer of the Company may act to
        establish a trust or other arrangement(s) pursuant to this Section
        8(b)."

        Except as so amended, the Plan in all other respects is hereby
confirmed.

        IN WITNESS WHEREOF, the Committee has caused this Second Amendment to
the Plan to be duly executed on this 7th day of	October, 2002.


 						ROGERS CORPORATION


						By:    /s/  Robert M. Soffer

						        Robert M. Soffer
						        Vice President and Treasurer


                                    2 of 2
























</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>10
<FILENAME>edgaamend98sipa.txt
<DESCRIPTION>AMENDMENT 98 STOCK INCENTIVE PLAN
<TEXT>



                     SIXTH AMENDMENT TO THE
       ROGERS CORPORATION 1998 STOCK INCENTIVE PLAN



A.  Pursuant to the power reserved to it in Section 9 of

the Rogers Corporation 1998 Stock Incentive Plan, as

subsequently amended (the "Plan"), the Board of Directors

of Rogers Corporation hereby further amends the Plan as

follows:

    1.  Effective as of October 24, 2002, Section 5(b)(i)

of the Plan is amended by adding the following sentence

immediately after the first sentence thereof:

            "Notwithstanding the foregoing, the Non-Qualified
            Stock Option to be granted in December of 2002
            will be for 4,500 shares of Stock for each Non-
            Employee Director rather than for 2,250 shares of
            Stock."

B.  Except as so amended, the Plan in all other respects is

hereby confirmed.

    IN WITNESS WHEREOF, Rogers Corporation has caused this

Sixth Amendment to the Plan to be duly executed by a duly

authorized officer on this 7th day of November, 2002.



				ROGERS CORPORATION


				By:/s/ Robert M. Soffer


				Its: Vice President and Treasurer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-9
<SEQUENCE>11
<FILENAME>edgamend90sop.txt
<DESCRIPTION>AMENDMENT 90 STOCK OPTION PLAN
<TEXT>



                           SECOND AMENDMENT TO THE
                             ROGERS CORPORATION
                           1990 STOCK OPTION PLAN
                             (Restatement No. 3)

Pursuant to the powers reserved to it in Section 12 of the Rogers
Corporation 1990 Stock Option Plan (Restatement No. 3) (the "Plan"),
the Board of Directors of Rogers Corporation (the "Board") hereby
amends the Plan, effective as of August 22, 2002, by:

   (i) Deleting the first sentence of Section 5 of the Plan and
       replacing it with the following sentence: "Options may be
       granted to and Stock may be purchased by those Key Employees
       who are recommended by the Chief Executive Officer of the
       Company and approved by the Committee.", and

  (ii) Adding the following sentence to the end of Section 5:
       "Options may also be granted, under such terms and conditions
       as the Committee deems appropriate, to former employees of the
       Company or any Subsidiary of the Company, if such employment
       ends after August 31, 2002."

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

    IN WITNESS WHEREOF, the Board has caused this Second Amendment to
the Plan to be duly executed on this 7th day of	October, 2002.


					ROGERS CORPORATION


					By:    /s/  Robert M. Soffer
					        Robert M. Soffer
					        Vice President and Treasurer













</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>edgbylaws.txt
<DESCRIPTION>AMENDMENT BYLAWS
<TEXT>
                               BY-LAWS
                                 OF

                          ROGERS CORPORATION

                               ARTICLE I

                             STOCKHOLDERS


1.   Annual Meeting.  The annual meeting of stockholders shall
     be held within six months of the end of the corporation's
     fiscal year on a date and at a time to be determined by a
     majority of the Directors then in office.  The purposes for
     which the annual meeting is to be held, in addition to
     those prescribed by law, by the Articles of Organization or
     by these By-Laws, may be specified by the Directors, Chief
     Executive Officer (if any), or the President.  If no annual
     meeting is held in accordance with the foregoing
     provisions, a special meeting may be held in lieu thereof,
     and any action taken at such meeting shall have the same
     effect as if taken at the annual meeting.

2.   Special Meetings.  Special meetings of stockholders may be
     called by the President or by the Directors.  Upon written
     application of one or more stockholders who hold at least
     40% in interest of the capital stock entitled to vote at
     the meeting, special meetings shall be called by the Clerk,
     or in the case of the death, absence, incapacity or refusal
     of the Clerk, by any other officer.

3.   Place of Meetings.  All meetings of stockholders shall be
     held at such place in the United States as is stated in the
     notice of the meeting, and such place shall be in
     Connecticut unless a different place is fixed by the
     Directors.

4.   Notice of Meetings.  A written notice of every meeting of
     stockholders, stating the place, date and hour thereof, and
     the purposes for which the meeting is to be held, shall be
     given by the Clerk or by the person calling the meeting at
     least ten days before the meeting to each stockholder
     entitled to vote thereat and to each stockholder, who by
     law, by the Articles of Organization or by these By-Laws is
     entitled to such notice, by leaving such notice with him or
     at his residence or usual place of business, or by mailing
     it postage prepaid and addressed to such stockholder at his
     address as it

                                1 of 14

<PAGE>

     appears upon the books of the corporation.
     No notice need be given to any stockholder if a written
     waiver of notice, executed before or after the meeting by
     the stockholder or his attorney thereunto authorized, is
     filed with the records of the meeting.

5.   Quorum.  The holders of a majority in interest of all stock
     issued, outstanding and entitled to vote at a meeting shall
     constitute a quorum, but a lesser number may adjourn any
     meeting from time to time without further notice.

6.   Voting and Proxies.  Each stockholder shall have one vote
     for each share of stock entitled to vote held by him of
     record according to the records of the corporation.
     Stockholders may vote either in person or by written proxy
     dated not more than six months before the meeting named
     therein.  Proxies shall be filed with the Clerk of the
     meeting, or of any adjournment thereof, before being voted.
     Except as otherwise limited therein, proxies shall entitle
     the persons named therein to vote at any adjournment of
     such meeting but shall not be valid after final adjournment
     of such meeting.  A proxy with respect to stock held in the
     name of two or more persons shall be valid if executed by
     one of them unless at or prior to exercise of the proxy the
     corporation receives a specific written notice to the
     contrary from any one of them.  A proxy purporting to be
     executed by or on behalf of a stockholder shall be deemed
     valid unless challenged at or prior to its exercise.

7.   Action at Meeting.  When a quorum is present, the holders
     of a majority of the stock present or represented and
     voting on a matter, except where a larger vote is required
     by law, the Articles of Organization or these By-Laws,
     shall decide any matter to be voted on by the stockholders.
     Any election by stockholders shall be determined by a
     plurality of the votes cast by the stockholders entitled to
     vote at the election.  No ballot shall be required for such
     election unless requested by a stockholder present or
     represented at the meeting and entitled to vote in the
     election.  The corporation shall not directly or indirectly
     vote any share of its stock.

                                2 of 14

<PAGE>

                              ARTICLE II

                              DIRECTORS

1.   Powers.  The business of the corporation shall be managed
     by a Board of Directors who may exercise all the powers of
     the corporation except as otherwise provided by law, by the
     Articles of Organization or by these By-Laws.  In the event
     of a vacancy in the Board of Directors, the remaining
     Directors, except as otherwise provided by law, may
     exercise the powers of the full Board until the vacancy is
     filled.

2.   Election.  A Board of Directors of such number, not less
     than seven, nor more than fifteen, as shall be fixed by the
     stockholders, shall be elected by the stockholders at the
     annual meeting.  No person serving as a Director on
     September 10, 1991 shall be elected or re-elected as a
     Director on a date which is on or after his or her seventy-
     second birthday; no other person shall be elected or re-
     elected as a Director on a date which is on or after his or
     her seventieth birthday.

3.   Vacancies.  Any vacancy in the Board of Directors, other
     than a vacancy resulting from the enlargement of the Board
     by the Directors, may be filled by the stockholders or, in
     the absence of stockholder action, by a majority of the
     Directors then in office.

4.   Enlargement of the Board.  The number of the Board of
     Directors may be increased and one or more additional
     Directors elected at any special meeting of the
     stockholders or by the Directors by vote of two-thirds of
     the Directors then in office.

5.   Tenure.  Except as otherwise provided by law, by the
     Articles of Organization or by these By-Laws, Directors
     shall hold office until the next annual meeting of
     stockholders and thereafter until their successors are
     chosen and qualified.  Any Director may resign by
     delivering his written resignation to the Chairman of the
     Board of Directors (if any), President, Clerk or Secretary.
     Such resignation shall be effective upon receipt unless it
     is specified to be effective at some other time or upon the
     happening of some other event.

6.   Removal.  A Director may be removed from office (a) with or
     without cause by vote of a majority of the stockholders or
     (b) for cause by vote of two-

                              3 of 14

<PAGE>


     thirds of the Directors then in office.  A removal for cause
     shall state the cause.  A Director may be removed for cause
     only after reasonable notice and opportunity to be heard
     before the body proposing to remove him.

7.   Meetings.  Regular meetings of the Directors may be held
     without call or notice at such places and at such times as
     the Directors may from time to time determine, provided
     that any Director who is absent when such determination is
     made shall be given notice of the determination.  A regular
     meeting of the Directors may be held without a call or
     notice at the same place as the annual meeting of
     stockholders, or the special meeting held in lieu thereof,
     following such meeting of stockholders.

     Special meetings of the Directors may be held at any time
     and place designated by the Chairman of the Board of
     Directors (if any), President, Treasurer or two or more
     Directors.

     Unless otherwise provided by law or the Articles of
     Organization, members of the Board of Directors may
     participate in a meeting of such Directors by means of a
     conference telephone or similar communications equipment by
     means of which all persons participating in the meeting can
     hear each other at the same time, and participation by such
     means shall constitute presence in person at such meeting.

8.   Notice of Meetings.  Notice of all special meetings of the
     Directors shall be given to each Director by the Secretary,
     or if there be no Secretary, by the Clerk, or Assistant
     Clerk, or in case of the death, absence, incapacity or
     refusal of such persons, by the officer or one of the
     Directors calling the meeting.  Notice shall be given to
     each Director in person or by telephone, or by telegram,
     telecopy or other electronic means sent to his business or
     home address, at least forty-eight hours in advance of the
     meeting, or by written notice mailed to his business or
     home address at least one week in advance of the meeting.
     Notice need not be given to any Director if a written
     waiver of notice, executed by him before or after the
     meeting, is filed with the records of the meeting, or to
     any Director who attends the meeting without protesting
     prior thereto or at its commencement the lack of notice to
     him.  A notice or waiver of notice of a Director's meeting
     need not specify the purposes of the meeting.

                              4 of 14

<PAGE>

9.   Quorum.  At any meeting of the Directors, a majority of the
     Directors then in office shall constitute a quorum.  Less
     than a quorum may adjourn any meeting from time to time
     without further notice.

10.  Action at Meeting.  At any meeting of the Directors at
     which a quorum is present, the vote of a majority of those
     present, unless a different vote is specified by law, by
     the Articles of Organization, or by these By-Laws, shall be
     sufficient to decide any matter.

11.  Action by Consent.  Any action by the Directors may be
     taken without a meeting if a written consent thereto is
     signed by all the Directors and filed with the records of
     the Directors' meetings.  Such consent shall be treated as
     a vote of the Directors for all purposes.

12.  Committees.  The Directors may elect from their number an
     executive or other committees and may delegate thereto some
     or all of their powers except those which by law, the
     Articles of Organization or these By-Laws they are
     prohibited from delegating.  Except as the Directors may
     otherwise determine, any such committee may make rules for
     the conduct of its business, but unless otherwise provided
     by the Directors or in such rules, its business shall be
     conducted as nearly as may be in the same manner as is
     provided by these By-Laws for the Directors.  If power to
     bind the corporation is delegated to such a committee, such
     election, removal, delegation and/or determination shall be
     by a majority of the Directors then in office.

13.  Issuance of Stock.  The Directors are authorized, at any
     time, to provide for the issuance of unissued capital stock
     from time to time authorized under the Articles of
     Organization of the corporation.

                                5 of 14

<PAGE>


                              ARTICLE III

                               OFFICERS

1.   Enumeration.  The officers of the corporation shall consist
     of a President, a Treasurer, a Clerk, and such other
     officers, including a Chairman of the Board of Directors, a
     Chief Executive Officer, a Chief Operating Officer, one or
     more Vice Presidents, Assistant Treasurers, Assistant
     Clerks, Secretary and Assistant Secretaries as the
     Directors may determine.

2.   Election.  The President, Treasurer and Clerk shall be
     elected annually by the Directors at their first meeting
     following the annual meeting of stockholders, provided that
     the Directors may fill vacancies in such offices at any
     time.  Other officers may be chosen by the Directors at
     such meeting or at any other meeting.

3.   Qualification.  The President need not be a Director but,
     if any is elected, the Chairman of the Board of Directors
     shall be a Director.  Other officers may be Directors but
     need not be.  No officer need be a stockholder.  Any two or
     more offices may be held by the same person, provided that
     the President and Clerk shall not be the same person.  The
     Clerk shall be a resident of Massachusetts unless the
     corporation has a resident agent appointed for the purpose
     of service of process. Any officer may be required by the
     Directors to give bond for the faithful performance of his
     duties to the corporation in such amount and with such
     sureties as the Directors may determine.

4.   Tenure.  Except as otherwise provided by law, by the
     Articles of Organization or by these By-Laws, the
     President, Treasurer and Clerk shall each hold office until
     the first meeting of the Directors following the annual
     meeting of stockholders and thereafter until his successor
     is chosen and qualified; and all other officers shall hold
     office until the first meeting of the Directors following
     the annual meeting of stockholders, unless a shorter term
     is specified in the vote choosing or appointing them.  Any
     officer may resign by delivering his written resignation to
     the Chairman of the Board of Directors (if any), President,
     Clerk or Secretary, and such resignation shall be effective
     upon receipt unless it is specified to be effective at some
     other time or upon the happening of some other event.

                             6 of 14

<PAGE>

5.   Removal.  The Directors may remove any elected officer with
     or without cause by a vote of a majority of the entire
     number of Directors then in office, provided that a removal
     for cause shall state the cause and an elected officer may
     be removed for cause only after reasonable notice and
     opportunity to be heard by the Board of Directors prior to
     action thereon.

6.   Chief Executive Officer, Chairman of the Board of
     Directors, President and Vice Presidents.  The Chief
     Executive Officer or, if there is no Chief Executive
     Officer, the President of the corporation shall, subject to
     the direction of the Directors, have general supervision
     and control of its business.  Unless otherwise provided by
     the Directors he shall preside, when present, at all
     meetings of stockholders and (unless a Chairman of the
     Board of Directors has been elected and is present) of the
     Directors.

     If a Chairman of the Board of Directors is elected he shall
     preside at all meetings of the Board of Directors at which
     he is present.

     Any Vice President shall have such powers (a) as the
     Directors may from time to time designate, or (b) in the
     absence of specific delegation by the Directors, then as
     the Chief Executive Officer (if any) or the President may
     from time to time designate.

7.   Treasurer and Assistant Treasurers.  Except as the
     Directors shall otherwise determine, the Treasurer shall
     have general charge of the financial affairs of the
     corporation and shall cause to be kept accurate books of
     account.  He shall have custody of all funds, securities,
     and valuable documents of the corporation, except as the
     Directors may otherwise provide.

     Any Assistant Treasurer shall have such powers (a) as the
     Directors may from time to time designate, or (b) in the
     absence of specific delegation by the Directors, then as
     the Chief Executive Officer (if any) or the President may
     from time to time designate.

8.   Clerk and Assistant Clerks.  The Clerk shall keep a record
     of the meetings of stockholders.  Any Assistant Clerk shall
     have such powers (a) as the Directors may from time to time
     designate, or (b) in the absence of specific delegation by
     the Directors, then as the Chief Executive Officer (if any)
     or the President may from time to time designate.  In the
     absence of the Clerk from any meeting of stockholders, an
     Assistant Clerk, if one be elected,

                              7 of 14

<PAGE>

     otherwise a Temporary Clerk designated by the person
     presiding at the meeting, shall perform the duties of the
     Clerk.

9.   Secretary and Assistant Secretaries.  If a Secretary is
     elected, he shall keep a record of the meetings of the
     Directors and in his absence, an Assistant Secretary, if
     one be elected, otherwise a Temporary Secretary designated
     by the person presiding at the meeting, shall keep a record
     of the meetings of the Directors.

10.  Other Powers and Duties.  Each officer shall, subject to
     these By-Laws, have in addition to the duties and powers
     specifically set forth in these By-Laws, such duties and
     powers as are customarily incident to his office and such
     duties and powers (a) as the Directors may from time to
     time designate, or (b) in the absence of specific
     delegation by the Directors, then as the Chief Executive
     Officer (if any) or the President may from time to time
     designate.

                            ARTICLE IV

                           CAPITAL STOCK

1.   Certificates of Stock.  Each stockholder shall be entitled
     to a certificate of the capital stock of the corporation in
     such form as may be prescribed from time to time by the
     Directors.  The certificate shall be signed by the Chairman
     of the Board of Directors (if any), President or a Vice
     President, and by the Treasurer or an Assistant Treasurer,
     but when a certificate is countersigned by a transfer agent
     or a registrar, other than a Director, officer or employee
     of the corporation, such signatures may be facsimiles.  In
     case any officer who has signed or whose facsimile
     signature has been placed on such certificate shall have
     ceased to be such officer before such certificate is
     issued, it may be issued by the corporation with the same
     effect as if he were such officer at the time of its issue.

2.   Transfers.  Subject to the restrictions, if any, stated or
     noted on the stock certificates, shares of stock may be
     transferred on the books of the corporation by the
     surrender to the corporation or its transfer agent of the
     certificate therefor properly endorsed or accompanied by a
     written assignment and power of attorney properly executed,
     with necessary transfer stamps affixed, and with such proof
     of the authenticity of signature as the corporation or its
     transfer agent may reasonably require.  Except as may be

                                8 of 14

<PAGE>

     otherwise required by law, or by these By-Laws, the
     corporation shall be entitled to treat the record holder of
     stock as shown on its books as the owner of such stock for
     all purposes, including the payment of dividends and the
     right to vote with respect thereto, regardless of any
     transfer, pledge or other disposition of such stock, until
     the shares have been transferred on the books of the
     corporation in accordance with the requirements of these
     By-Laws.

     It shall be the duty of each stockholder to notify the
     corporation of his post office address.

3.   Record Date.  The Directors may fix in advance a time which
     shall be not more than sixty days preceding the date of any
     meeting of stockholders, or the date for the payment of any
     dividend or the making of any distribution of stockholders,
     or the last day on which the consent or dissent of
     stockholders may be effectively expressed for any purpose,
     and which in the case of such a dividend or distribution
     shall be at least ten days after the meeting at which such
     dividend or distribution is declared, as the record date
     for determining the stockholders having the right to notice
     of and to vote at such meeting, and any adjournment
     thereof, or the right to receive such dividend or
     distribution or the right to give such consent or dissent.
     In such case only stockholders of record on such record
     date shall have such right, notwithstanding any transfer of
     stock on the books of the corporation after the record
     date.  Without fixing such record date the Directors may
     for any of such purposes except the payment of a dividend
     or the making of a distribution to stockholders close the
     transfer books for all or any part of such period.

4.   Replacement of Certificates.  In case of the alleged loss
     or destruction or the mutilation of a certificate of stock,
     a duplicate certificate may be issued in place thereof,
     upon such terms as the Directors may prescribe.

                              9 of 14

<PAGE>

                               ARTICLE V

                        MISCELLANEOUS PROVISIONS

1.   Fiscal Year.  The fiscal year of the corporation shall
     begin on the Monday nearest January 1 and end on the Sunday
     nearest December 31.

2.   Seal.  The seal of the corporation shall, subject to
     alteration by the Directors, bear its name, the word
     "Massachusetts", and the year of its incorporation.

3.   Execution of Instruments.  All deeds, leases, transfers,
     contracts, bonds, notes and other obligations authorized to
     be executed by an officer of the corporation in its behalf
     shall be signed by the President or the Treasurer except as
     the Directors may generally or in particular cases
     otherwise determine.

4.   Voting Upon Securities of Other Corporations.  Unless
     otherwise ordered by the Board of Directors, the Chief
     Executive Officer (if any), the President, any Vice
     President, or the Treasurer, acting singly, shall have full
     power and authority on behalf of the corporation to attend
     any meetings of security holders of any corporation in
     which this corporation may hold securities, and to vote or
     give any consent on behalf of the corporation as such
     security holder at any such meeting or otherwise, and in
     connection therewith he shall possess and exercise any and
     all rights and powers incident to the ownership of
     securities which, as the owner thereof, this corporation
     might possess and exercise, and he may delegate such powers
     of the corporation to a proxy or proxies.  The Board of
     Directors may confer like powers upon any other person or
     persons from time to time, and may revoke any such power so
     granted at its pleasure.

5.   Corporate Records.  The original, or attested copies, of
     the Articles of Organization, By-Laws and records of all
     meetings of the incorporators and stockholders, and the
     stock and transfer records, which shall contain the names
     of all stockholders and the record address and the amount
     of stock held by each, shall be kept in Massachusetts at
     the principal office of the corporation, or at an office of
     its transfer agent or of the Clerk.  Said copies and
     records need not all be kept in the same office.  They
     shall be available at all reasonable times to the
     inspection of any stockholder for any proper purpose but
     not to secure a list of stockholders for the purpose of
     selling said list or copies thereof or of using the same
     for a purpose other than in the interest of the applicant,
     as a stockholder, relative to the affairs of the
     corporation.

6.   Articles of Organization.  All references in these By-Laws
     to the Articles of Organization shall be deemed to refer to
     the Articles of Organization of the corporation, as
     restated and/or amended and in effect from time to time.

7.   Power to Act Notwithstanding Interest in Transaction.  In
     the absence of fraud or bad faith, no contract or
     transaction by the corporation shall be void, voidable or
     in any way affected by reason of the fact that the contract
     or transaction is (a) with one or more of its officers,
     Directors, stockholders or employees, (b) with a person who
     is in any way interested in the corporation or (c) with a
     corporation, organization or other concern in which an
     officer, Director, stockholder or employee of this
     corporation is an officer, Director, stockholder, employee
     or in any way interested.  The provisions of this section
     shall apply notwithstanding the fact that the presence of a
     Director or stockholder, with whom a contract or
     transaction is made or entered into or who is an officer,
     director, stockholder or employee of a corporation,
     organization or other concern with which a contract or
     transaction is made or entered into or who is in any way
     interested in such contract or transaction, was necessary
     to constitute a quorum at the meeting of Directors (or any
     authorized committee thereof) or stockholders at which such
     contract or transaction was authorized and/or that the vote
     of such Director or stockholder was necessary for the
     adoption of such contract or transaction, provided that if
     said interest was material, it shall have been known or
     disclosed to the Directors or stockholders participating in
     the vote on said contract or transaction.  A general notice
     to any person voting on said contract or transaction that
     an officer, Director, stockholder or employee has a
     material interest in any corporation, organization or other
     concern shall be sufficient disclosure as to such officer,
     Director, stockholder or employee with respect to all
     contracts and transactions with such corporations,
     organization or other concern.

8.   Indemnification of Directors, Officers and Employees.
     This corporation shall indemnify each Director, officer and
     employee and each former Director, officer and employee
     against, and each such Director, officer and employee shall
     be entitled without further act on his part to indemnity
     from this corporation for, any cost, expenses (including
     attorneys' fees), judgments, fines, penalties and/or
     liabilities (including amounts paid in

                               11 of 14

<PAGE>


     settlements, other than amounts paid to this corporation
     itself, made with a view to curtailment of the costs of
     litigation) reasonably incurred by or imposed upon him in
     connection with or arising out of any action; suit or other
     proceeding (whether civil or criminal, and including any
     proceeding before any administrative or legislative body or
     agency), in which he may be involved or with which he may be
     threatened

        (i) by reason of his being or having been such
            Director, officer or employee of this corporation
            or of any other corporation or organization which
            he served as Director, officer or employee at the
            request of this corporation, or

       (ii) by reason of his serving or having served any
            capacity with respect to any employee benefit
            plan within the meaning of Title I of the
            Employee Retirement Income Security Act of 1974,
            as amended from time to time, or successor
            provision of law, which plan has been established
            or maintained by this corporation or a subsidiary
            thereof or for which this corporation or such
            subsidiary has been declared responsible by a
            court of law or agency of government,

     whether or not he continues to be such Director, officer or
     employee at the time such action, suit or proceeding is
     brought or threatened; provided, however, that no such
     Director, officer or employee shall be so indemnified with
     respect to any matter (a) as to which he shall have been
     adjudicated in any proceeding not to have acted in good
     faith in the reasonable belief that his action was in the
     best interests of the corporation, or (b) as to which he
     shall have been adjudicated in any proceeding to have been
     derelict in the performance of his duty as such Director,
     officer or employee or (c) arising out of his wilful
     malfeasance, bad faith, gross negligence or reckless
     disregard of such duty; and provided further that, in
     respect of any matter in which any settlement is effected,
     such indemnification shall be limited to matters covered by
     the settlement as to which this corporation is advised by
     independent legal counsel that such Director, officer or
     employee, in the opinion of such counsel, acted in good
     faith in the reasonable belief that his action was in the
     best interests of this corporation; and provided further
     that in any criminal matter such indemnification shall be
     limited to matters as to which this corporation is advised
     by independent legal counsel that such Director, officer or
     employee, in the opinion of such counsel, acted in the
     reasonable belief that his conduct was lawful.  All
     questions arising under

                                12 of 14

<PAGE>

     this section shall be determined by or in the manner
     designated by a vote of a majority of those Directors who
     are not parties to such proceeding, which may include the
     designation of legal counsel to make such determination,
     and shall include such designation as called for above in
     the case of any matter in which any settlement is effected
     and in any criminal matter.

     Advances may be made by this corporation against costs,
     expenses and fees at the discretion of, and upon such terms
     and conditions as may be determined by, the Board of
     Directors.

     The foregoing right of indemnification shall inure to the
     benefit of the executors or administrators of each such
     Director, officer and employee and shall not be exclusive
     of other rights to which any such Director, officer or
     employee may otherwise be entitled, including rights under
     insurance purchased or maintained by the corporation,
     provided that the corporation's obligation hereunder shall
     be offset to the extent of any actual payment to or on
     behalf of such Director, officer or employee pursuant to
     another source of indemnification or to any insurance
     coverage.

9.   Charitable Contributions.  The Corporation may make
     contributions to corporations, trusts, funds or
     foundations, organized and operated exclusively for
     charitable, scientific or educational purposes, no part of
     the net earnings of which inures to the benefit of any
     private stockholder or individual; provided that in any
     fiscal year the aggregate of all such contributions shall
     not exceed one-half of one per cent of the capital and
     surplus of the corporation determined as of the end of the
     preceding fiscal year, unless contributions in excess of
     such aggregate shall be authorized by vote of the holders
     of a majority of the shares of stock of the corporation
     outstanding and entitled to vote taken at a regular or
     special meeting duly called and held in the fiscal year
     during which contributions in excess of such limit shall be
     made.

10.  Amendments.  These By-Laws may at any time be amended by
     vote of the stockholders, provided that notice of the
     substance of the proposed amendment is stated in the notice
     of the meeting.  In addition they may be amended by vote of
     a majority of the Directors then in office, except with
     respect to removal of Directors, the election of committees
     by Directors and delegation of powers thereto, or amendment
     of these By-Laws, and except with respect to any provision
     which by law, the Articles of Organization as heretofore or
     from time to time amended, or other provisions of these By-

                                 13 of 14

<PAGE>

     Laws, requires action by the stockholders.  Not later than
     the time of giving notice of the meeting of stockholders
     next following the making, amending or repealing by the
     Directors of any By-Law, notice thereof stating the
     substance of such change shall be given to all stockholders
     entitled to vote on amending the By-Laws.  Any By-Law
     adopted by the Directors may be amended or repealed by the
     stockholders.


June 19, 2002
                                14 of 14

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>13
<FILENAME>edgdefcompnonem.txt
<DESCRIPTION>AMENDMENT DEF COMP NON EMPLOYEES
<TEXT>

                              ROGERS CORPORATION
                     VOLUNTARY DEFERRED COMPENSATION PLAN
                         FOR NON-EMPLOYEE DIRECTORS
             AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 21, 1999

                                First Amendment

	Pursuant to the powers and procedures for amendment of the Rogers
Corporation Voluntary Deferred Compensation Plan For Non-Employee Directors,
as amended and restated effective as of December 21, 1999, (the "Plan"),
described in Section 10(a) of the Plan, the Compensation and Organization
Committee of the Board of Directors of Rogers Corporation (the "Committee")
hereby amends the Plan, subject to any necessary consent of the affected
Directors with respect thereto:

	Section 4 is amended by deleting Subsection (c) thereof in its entirety
and substituting therefor the following Subsection (c):

             "(c)  As of the last day of each calendar month, the Company
        shall credit each sub-account within a Director's Deferred Compensation
        Account which is being maintained in terms of dollars with interest on
        the amount credited to such sub-account as of the sixteenth (16th) day
        of such calendar month.  The rate of interest to be used for this
        purpose during any calendar year shall be (A) for calendar years before
        2003, the 30-year U.S. Treasury bond rate in effect as of January 1 of
        such year, and (B) for calendar years after 2002, the sum of the 10-
        year U.S. Treasury note rate in effect as of January 1 of such year,
        plus twenty basis points (i.e., 0.20 of 1%).  For calendar years before
        2003, the foregoing rate shall be determined by reference to the first
        January issue of Barron's for such calendar year, or such other
        comparable publication as may be selected by the Company if Barron's is
        no longer published or no longer provides such information.  For
        calendar years after 2002, the foregoing rate shall be determined by
        reference to any reliable source selected by the Company from time to
        time.  Notwithstanding the foregoing, the Company may increase (but not
        decrease, unless the decrease is de minimis) the rate of interest to be
        used under the Plan by written notice to each Director (including
        former Directors who then have a Deferred Compensation Account which
        would be affected by such change), which notice shall specify the new
        rate of interest to be used, the effective date of such change and the
        Deferred Compensation Accounts to which such new rate of interest shall
        apply."

        Except as so amended, the Plan in all other respects is hereby
confirmed.

        IN WITNESS WHEREOF, the Committee has caused this First Amendment to
the Plan to be duly executed on this 7th day of October, 2002.

					ROGERS CORPORATION

					By:    /s/  Robert M. Soffer
					         Robert M. Soffer
					         Vice President and Treasurer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>14
<FILENAME>edgltenhance.txt
<DESCRIPTION>AMENDMENT LT ENHANCEMENT
<TEXT>





              LONG-TERM ENHANCEMENT PLAN FOR SENIOR EXECUTIVES OF
                             ROGERS CORPORATION

                              Second Amendment

     Pursuant to the powers and procedures for amendment of the Long-
Term Enhancement Plan for Senior Executives of Rogers Corporation,
effective as of December 17, 1997 (the "Plan"), described in Section 10
of the Plan, the Compensation and Organization Committee of the Board
of Directors of Rogers Corporation (the "Committee") hereby amends the
Plan effective as of August 21, 2002:

     Section 4 is amended by deleting the first sentence thereof in
its entirety and substituting therefor the following sentence:

     "Participants in the Plan shall be those Employees who are
     recommended for participation in the Plan by the Chief Executive
     Officer of the Company and who receive the Committee's approval
     for participation in the Plan."

     Except as so amended, the Plan in all other respects is hereby
     confirmed.

     IN WITNESS WHEREOF, the Committee has caused this Second
Amendment to the Plan to be duly executed on this 7th day of October, 2002.


					ROGERS CORPORATION


                                        By:  /s/  Robert M. Soffer
                                             Robert M. Soffer
                                             Vice President and Treasurer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>15
<FILENAME>edgaamend98sip.txt
<DESCRIPTION>AMENDMENT 98 STOCK INCENTIVE PLAN
<TEXT>



                            FIFTH AMENDMENT TO THE
                  ROGERS CORPORATION 1998 STOCK INCENTIVE PLAN



A.  Pursuant to the power reserved to it in Section 9 of

the Rogers Corporation 1998 Stock Incentive Plan, as

subsequently amended (the "Plan"), the Board of Directors

of Rogers Corporation hereby further amends the Plan as

follows:

    1.	Effective as of January 1, 2002, Section 5(b)(i)

of the Plan is amended by deleting the first sentence

thereof and substituting the following in lieu thereof:

	"Each Non-Employee Director shall automatically
	be granted, as of each Retainer Payment Date,
	beginning with the Retainer Payment Date of June,
	2002, a Non-Qualified Stock Option to purchase
	2,250 shares of Stock (or, with respect to any
	individual who has become or ceased to be a Non-
	Employee Director since the later of December 31,
	2001 or the next preceding Retainer Payment Date,
	an amount equal to a prorated portion of 2,250
	shares as determined on an equitable basis by the
	Company (the `Partial Retainer'))."

B.  Except as so amended, the Plan in all other respects is

hereby confirmed.

    IN WITNESS WHEREOF, Rogers Corporation has caused this

Fifth Amendment to the Plan to be duly executed by a duly

authorized officer on this 10th day of October, 2001.



				ROGERS CORPORATION


            			By:/s/ Robert M. Soffer


				Its: Vice President and Treasurer

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
