ROGERS CORP
AMENDMENT BYLAWS
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<TYPE>EX-10
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<FILENAME>edgbylaws.txt
<DESCRIPTION>AMENDMENT BYLAWS
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                               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

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     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.

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                              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-

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     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.

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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.

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                              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.

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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,

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     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

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     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.

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                               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

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     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

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     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-

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     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
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