OFFICER SPECIAL SEVERANCE AGREEMENT

Exhibit 10.2

AMENDED AND RESTATED

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OFFICER SPECIAL SEVERANCE AGREEMENT

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This Amended and Restated Officer Special Severance Agreement (this

"Agreement"), made effective on December 17, 2008 (the "Effective Date"),

between Rogers Corporation, a Massachusetts corporation, (herein referred to as

the "Company") and Dennis M. Loughran (the "Officer"). The Company and the

Officer are collectively referred to herein as the "Parties" and individually

referred to as a "Party."

WITNESSETH THAT

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WHEREAS, the Officer is employed by the Company or provides services

directly or indirectly to the Company as a senior executive of the Company or

one, or more than one, of the Company's subsidiaries; and

WHEREAS, under the Officer Special Severance Agreement dated February

1, 2006 between the Company and the Officer (the "Prior Agreement"), the Board

of Directors of the Company (the "Board") decided that the Company should

provide certain compensation and benefits to the Officer in the event that the

Officer's employment is terminated on or after a change in the ownership or

control of the Company under certain circumstances and

WHEREAS, the Parties desire to amend and restate the terms of the

Prior Agreement in its entirety to comply with and/or be exempt from the

requirements of Section 409A of the Internal Revenue Code of 1986, as amended

(the "Code") and to make other changes provided herein.

NOW, THEREFORE, in consideration of the promises and the mutual

covenants contained herein, the parties hereto agree as follows:

1. Purpose. The Company considers a sound and vital management team to be

essential. Management personnel who become concerned about the

possibility that the Company may undergo a Change in Control (as

defined in Paragraph 2 below) may terminate employment or become

distracted. Accordingly, the Board has determined to extend this

Agreement to minimize the distraction the Officer may suffer from the

possibility of a Change in Control.

2. Change in Control. The term "Change in Control" for purposes of this

Agreement shall mean the earliest to occur of the following events

during the Term (as defined in Paragraph 3(d) below):

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(a) closing of the sale of all or substantially all of the assets

of the Company on a consolidated basis to an unrelated person

or entity,

(b) closing of the sale of all of the Company's common stock to an

unrelated person or entity,

(c) there is a consummation of any merger, reorganization,

consolidation or share exchange unless the persons who were

the beneficial owners of the outstanding shares of the common

stock of Company immediately before the consummation of such

transaction beneficially own more than 50% of the outstanding

shares of the common stock of the successor or survivor entity

in such transaction immediately following the consummation of

such transaction. For purposes of this Paragraph 2(c), the

percentage of the beneficially owned shares of the successor

or survivor entity described above shall be determined

exclusively by reference to the shares of the successor or

survivor entity which result from the beneficial ownership of

shares of common stock of the Company by the persons described

above immediately before the consummation of such transaction.

3. Term.

(a) The term of this Agreement shall be the period beginning on

the Effective Date and ending on January 1, 2012; provided,

however, that:

(i) the term of this Agreement shall be automatically

extended thereafter for successive three year periods

unless, at least ninety (90) days prior to January 1,

2011 or twelve months prior to the then current

succeeding three-year extended term of this

Agreement, either Party has notified the other Party

that the term hereunder shall expire at the end of

the then-current term; and

(ii) if a Change in Control occurs prior to the scheduled

expiration of the term of this Agreement as described

above, the term of this Agreement shall automatically

be extended until the second anniversary of such

Change in Control (the "Protection Period").

(b) If no Change in Control occurs prior to expiration of the Term

or if the Officer Separates from Service (as defined in

Paragraph 4(a) below) before a Change in Control, this

Agreement shall automatically terminate without any further

action; provided, however, that Paragraph 13 (regarding

arbitration) shall continue to apply to the extent the Officer

disputes the termination of this Agreement.

(c) The obligations of the Company and the Officer under this

Agreement which by their nature may require either partial or

total performance after its expiration shall survive any such

expiration.

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(d) The initial term of this Agreement, as it may be extended or

terminated under this Paragraph 3, is herein referred to as

the "Term."

4. Severance Benefits. If, during the Protection Period (as defined in

Paragraph 3(a)(ii) above), the Officer "Separates from Service" (as

defined below) due to termination of employment by the Company and its

subsidiaries without "Cause" (as defined in Paragraph 5(a)) or by the

Officer due to "Constructive Termination" (as defined in Paragraph

5(b)) (each, a "Qualifying Termination"), the Officer shall be entitled

to the severance benefits set forth in this Paragraph 4. The term

"Separation from Service" or "Separates from Service" for purposes of

this Agreement shall mean a "separation from service" within the

meaning of Section 409A of the Code. The Officer shall not be entitled

to severance benefits upon any other Separation from Service, including

due to the Officer's death or Disability (as defined in Paragraph

5(c)). The payments and benefits provided for under this Paragraph 4

shall be in lieu of (or offset by) any other severance benefits or

other benefits in exchange for a non-competition agreement to which the

Officer may have been entitled under any other plan, program or policy

of the Company (or subsidiary) or agreement covering the Officer.

Payment of the severance benefits set forth below shall be subject to

the Officer's timely execution of a release that is not revoked as

provided in Paragraph 6 below and the Officer entering into the

"Non-Compete Agreement" (as defined and provided in Paragraph 7 below).

(a) Salary and Bonus Amount. The Company will pay to the Officer

thirty days after a Qualifying Termination a lump sum cash

amount equal to the product obtained by multiplying (i) the

sum of (A) salary at the annualized rate which was being paid

by the Company and/or subsidiaries to the Officer immediately

prior to the time of such termination or, if greater, at the

time of the Change in Control plus (B) the annual target bonus

and/or any other annual cash bonus awards last determined for

the Officer or, if greater, most recently paid prior to the

Change in Control, by (2.5) two and one-half.

(b) Pro-Rata Bonus. The Officer shall be entitled to receive a

lump sum cash amount equal to the Officer's target annual

bonus for the year in which Separation from Service occurs,

pro-rated based on the number of days the Officer was employed

during such year. The pro-rata bonus will be paid at the same

time as the Salary and Bonus Amount in Paragraph 4(a) above.

(c) Welfare Benefits. The Officer shall be entitled for a period

of thirty (30) consecutive months following the month in which

a Qualifying Termination occurs to receive medical, dental and

life insurance benefits that are similar in all material

respects as those benefits provided under the Company's

employee benefit plans, policies and programs to senior

executives of Company who have not terminated their employment

(collectively, such benefits are referred to hereinafter as

the "Welfare Benefits"), at no greater monthly cost to the

Officer than the cost paid by such senior executives. If the

Company cannot provide such benefits under its employee

benefit plans, policies and programs the Company either shall

provide such benefits to the Officer outside such plans,

policies and programs at no additional expense or tax

liability to the Officer or shall reimburse the Officer for

the Officer's cost to purchase such benefits and for any tax

liability for any such reimbursement. The continuation period

for medical and dental benefits Section 4980B of the Code

(COBRA) shall commence at the end the Officer's Severance

Period. Benefits otherwise receivable by the Officer pursuant

to this Paragraph 4(d) shall be reduced to the extent

comparable benefits are actually received by or made available

to the Officer (other than benefits available at the Officer's

sole expense pursuant to COBRA) during the thirty (30) month

continuation period provided in this Paragraph 4(d) (and any

such benefits actually received or made available to the

Officer shall be reported to the Company by the Officer).

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To the extent the continuation of the Welfare Benefits under

this Paragraph 4(d) is, or ever becomes, taxable to the

Officer and to the extent the Welfare Benefits continue beyond

the period in which the Officer would be entitled (or would,

but for this Agreement, be entitled) to continuation coverage

under a group health plan of the Company under COBRA if the

Officer elected such coverage and paid the applicable

premiums, the Company shall administer such continuation of

coverage consistent with the following additional requirements

as set forth in Treas. Reg. ss. 1.409A-3(i)(1)(iv):

(i) the Officer's eligibility for Welfare Benefits in one

year will not affect the Officer's eligibility for

Welfare Benefits in any other year (disregarding any

limit on the amount of Welfare Benefits that may be

reimbursed during such continuation period);

(ii) any reimbursement of eligible expenses will be made

on or before the last day of the year following the

year in which the expense was incurred; and

(iii) the Officer's right to Welfare Benefits is not

subject to liquidation or exchange for another

benefit.

(d) Company Car Amount. If the Officer, as of the Qualifying

Termination, either was receiving a monthly car allowance or

had a company-leased car, any such car allowance will be

discontinued as of the date of termination of employment and

any such company-leased car must be returned to the Company

within thirty (30) days after the date of termination of

employment. No cash payment shall be made due to termination

of the company car amount.

(e) Outplacement Services. In the event of a Qualifying

Termination, the Company shall provide to the Officer

executive outplacement services provided on a one-to-one basis

by a senior counselor of a firm nationally recognized as a

reputable national provider of such services for up to six

months, plus evaluation testing, at a location mutually

agreeable to the Parties.

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(f) Equity Awards. The vesting of the Officer's Equity Awards

shall be governed by this Section 4(g). The term "Equity

Award" shall mean stock options, stock appreciation rights,

restricted stock, restricted stock units, performance shares

or any other form of award that is measured with reference to

the Company's common stock.

(i) The vesting of the Officer's Equity Awards granted on

or after January 1, 2009 that vest solely on the

basis of continued employment with the Company or any

of its subsidiaries or affiliates shall be

accelerated solely by reason of a Change in Control

only if the surviving corporation or acquiring

corporation following a Change in Control refuses to

assume or continue the Officer's Equity Awards or to

substitute similar Equity Awards for those

outstanding immediately prior to the Change in

Control. If such Officer's Equity Awards are so

continued, assumed or substituted and at any time

after the Change in Control the Officer incurs a

Qualifying Termination, then the vesting and

exercisability of all such unvested Equity Awards

held by the Officer shall be accelerated in full and

any reacquisition rights held by the Company with

respect to an Equity Award shall lapse in full, in

each case, upon such termination.

(ii) The vesting of the Officer's Equity Awards that vest,

in whole or in part, based upon achieving Performance

Criteria shall be accelerated on a pro rata basis by

reason of a Change in Control. The pro rata vesting

amount shall be determined in good faith by the

Compensation and Organization Committee based upon

(A) the extent to which the Performance Criteria for

any such award has been achieved after evaluating

actual performance from the start of the performance

period until the date of the Change in Control and

equitably adjusting performance targets for the

shortened period during which the Performance

Criteria could be achieved, and (B) the number of

days the Officer was employed during the award's

performance period as of the date of the Change in

Control.

(iii) For purposes of this Section 4(g), "Performance

Criteria" means any business criteria that apply to

the Officer, a business unit, division, subsidiary,

affiliate, the Company or any combination of the

foregoing.

(iv) Enforcement of the terms of this Paragraph 4(g) shall

survive termination of this Agreement.

Equity Awards granted before January 1, 2009 that vest solely

on the basis of continued employment with the Company or any

of its subsidiaries or affiliates shall be accelerated in full

by reason of a Change in Control, regardless of whether the

Executive becomes eligible for severance benefits under this

Section 4.

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(g) Limitation on Amounts. Notwithstanding any provision of this

Agreement to the contrary, if it is determined that part or

all of the compensation and benefits payable to the Officer

(whether pursuant to the terms of this Agreement or otherwise)

before application of this Paragraph 4(h) would constitute

"parachute payments" under Section 280G of the Code, and the

payment thereof would cause the Officer to incur the 20%

excise tax under Section 4999 of the Code (or its successor),

the following provisions shall apply:

(i) The amounts otherwise payable to or for the benefit

of the Officer pursuant to this Agreement (or

otherwise) that, but for this Paragraph 4(h) would be

"parachute payments," (referred to below as the

"Total Payments") shall be reduced to an amount equal

to three times the "base amount" (as defined under

Section 280G) less $1,000 in a manner that maximizes

the net after-tax amount payable to the Officer, as

reasonably determined by the Consultant (as defined

below).

(ii) All determinations under this Paragraph 4(h) shall be

made by a nationally recognized accounting, executive

compensation or law firm appointed by the Company

(the "Consultant") that is acceptable to the Officer

on the basis of "substantial authority" (within the

meaning of Section 6662 of the Code). The

Consultant's fee shall be paid by the Company. The

Consultant shall provide a report to the Officer that

may be used by the Officer to file the Officer's

federal tax returns.

(iii) It is possible that payments will be made by the

Company which should not have been made (each, an

"Overpayment") due to the uncertain application of

Section 280G of the Code at the time of a

determination hereunder. In the event that there is a

final determination by the Internal Revenue Service,

or a final determination by a court of competent

jurisdiction, that an Overpayment has been made, any

such Overpayment shall be repaid by the Officer to

the Company together with interest at the prime rate

of interest in effect on the date of such

Overpayment; provided, however, that no amount shall

be payable by the Officer to the Company if and to

the extent such payment would not reduce the amount

which is subject to taxation under Section 4999 of

the Code.

By accepting severance benefits under this Paragraph 4, the Officer waives the

Officer's right, if any, to have any payment made under this Paragraph 4 taken

into account to increase the benefits otherwise payable to, or on behalf of, the

Officer under any employee benefit plan, policy or program, whether qualified or

nonqualified, maintained by the Company (e.g., there will be no increase in the

Officer's qualified pension benefit or life insurance because of severance

benefits received hereunder).

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5. Definitions of "Cause," "Constructive Termination," and "Disability".

(a) For purposes of this Agreement, "Cause" means (i) the

Officer's conviction of (or a plea of guilty or nolo

contendere to) a felony or any other crime involving moral

turpitude, dishonesty, fraud, theft or financial impropriety;

or (ii) a determination by a majority of the Board in good

faith that the Officer has (A) willfully and continuously

failed to perform substantially the Officer's duties (other

than any such failure resulting from the Officer's Disability

or incapacity due to bodily injury or physical or mental

illness), after a written demand for substantial performance

is delivered to the Officer by the Board that specifically

identifies the manner in which the Board believes that the

Officer has not substantially performed the Officer's duties,

(B) engaged in illegal conduct, an act of dishonesty or gross

misconduct, or (C) willfully violated a material requirement

of the Company's code of conduct or the Officer's fiduciary

duty to the Company, including the covenant not to compete

under Paragraph 7 below. No act or failure to act on the part

of the Officer shall be considered "willful" unless it is

done, or omitted to be done, by the Officer in bad faith and

without reasonable belief that the Officer's action or

omission was in, or not opposed to, the best interests of the

Company or its subsidiaries. In order to terminate the

Officer's employment for Cause, the Company shall be required

to provide the Officer a reasonable opportunity to be heard

(with counsel) before the Board, which shall include at least

ten (10) business days of advance written notice to the

Officer. Further, the Officer's attempt to secure employment

with another employer that does not breach the non-competition

covenants set froth in Paragraph 7 below shall not constitute

an event of "Cause".

(b) For purposes of this Agreement, "Constructive Termination"

means, without the express written consent of the Officer, the

occurrence of any of the following during the Protection

Period (as defined in Paragraph 3(a)(ii) above):

(i) a material reduction in the Officer's annual base

salary as in effect immediately prior to a Change in

Control or as the same may be increased from time to

time, and/or a material failure to provide the

Executive with an opportunity to earn annual

incentive compensation and long-term incentive

compensation at least as favorable as in effect

immediately prior to a Change of Control or as the

same may be increased from time to time;

(ii) a material diminution in the Officer's authority,

duties, or responsibilities as in effect at the time

of the Change in Control;

(iii) a material diminution in the authority, duties, or

responsibilities of the supervisor to whom the

Officer is required to report (it being understood

that if the Officer reports to the Board, a

requirement that the Officer report to any individual

or body other than the Board will constitute

"Constructive Termination" hereunder);

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(iv) a material diminution in the budget over which the

Officer retains authority;

(v) the Company's requiring the Officer to be based

anywhere outside a fifty mile radius of the Company's

offices at which the Officer is based as of

immediately prior to a Change of Control (or any

subsequent location at which the Officer has

previously consented to be based) except for required

travel on the Company's business to an extent that is

not substantially greater than the Officer's business

travel obligations as of immediately prior to a

Change in Control or, if more favorable, as of any

time thereafter; or

(vi) any other action or inaction that constitutes a

material breach by the Company or any of its

subsidiaries of the terms of this Agreement.

In no event shall the Officer be entitled to terminate

employment with the Company on account of "Constructive

Termination" unless the Officer provides notice of the

existence of the purported condition that constitutes

"Constructive Termination" within a period not to exceed

ninety (90) days of its initial existence, and the Company

fails to cure such condition (if curable) within thirty (30)

days after the receipt of such notice.

(c) For purposes of this Agreement, "Disability" means the

Officer's inability, due to physical or mental incapacity

resulting from injury, sickness or disease, for one hundred

and eighty (180) days in any twelve-month period to perform

his duties hereunder.

6. Release. The Officer agrees that the Company will have no obligations

to the Officer under Paragraph 4 above until the Officer executes a

release in substantially the form which is attached as Exhibit A to

this Agreement and, further, will have no further obligations to the

Officer under Paragraph 4 if the Officer revokes such release. The

Officer shall have 21 days after Separation from Service to consider

whether or not to sign the release. If the Officer fails to return an

executed release to the Company's Vice President of Human Resources

within such 21 day period, or the Officer subsequently revokes a timely

filed release, the Company shall have no obligation to pay any amounts

or benefits under Paragraph 4 of this Agreement.

7. Non-Compete Agreement. By signing this Agreement, the Officer

specifically acknowledges that the Severance Benefits payable under

Paragraph 4 are expressly conditioned upon the Officer entering into

the Non-Compete Agreement in substantially the same form as attached as

Exhibit B to this Agreement ("Non-Compete Agreement"). The Officer

agrees that it is the intention of the parties that the Severance

Benefits provided to Officer under Paragraph 4 of this Agreement are

conditioned upon strict compliance with the Non-Compete Agreement by

the Officer. If the Officer breaches (or threatens to breach) any

obligations under the Non-Compete Agreement, then, in addition to any

other legal or equitable remedies that may be available to the Company,

its subsidiaries or affiliates, under the Non-Compete Agreement or

otherwise:

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(a) the Officer shall forthwith repay to the Company a percentage

of the total lump sum amount paid by the Company to the

Officer under Paragraph 4(a), 4(b) and 4(c) equal to X/12,

where X equals 36 less the number of months from Separation

from Service to the date of the Officer's breach (or

threatened breach) of the Non-Compete Agreement;

(b) the Officer shall not be entitled to receive any further

Welfare Benefits at the Company's expense as provided for

Paragraph 4(d) or reimbursement or other payment of

outplacement assistance under Paragraph 4(f); and

(c) all unvested Equity Awards shall forthwith be cancelled and

terminated, notwithstanding the provisions of any agreements

to the contrary.

The Officer agrees that should all or any part or application of the

Non-Compete Agreement be held or found invalid or unenforceable for any

reason whatsoever by a court of competent jurisdiction in an action

between the Officer and the Company (and/or its subsidiaries), the

Company nevertheless shall be entitled to take the actions described in

Paragraph 7(a), (b) and (c) above, if the Officer breaches or threatens

to breach any of the obligations set forth in the Non-Compete

Agreement. The provisions of this Paragraph 7 shall survive termination

of this Agreement. The parties agrees that any prior written agreement,

arrangement or understanding between the Officer and the Company, its

subsidiaries or affiliates relating to the Officer's post-employment

obligations, including any covenant not to compete, shall not apply to

any employment termination on and after a Change in Control, and the

Company, its subsidiaries and affiliates shall have no payment

obligations under any such agreement, arrangement or understanding.

8. No Interference with Other Vested Benefits. Regardless of the

circumstances under which the Of