ex10-12d.htm


    Exhibit
10.12(d)

    


    FOURTH
AMENDMENT TO THE

    MINERALS
TECHNOLOGIES INC. RETIREMENT PLAN

    (as
amended and restated effective as of January 1, 2006, with certain other
effective dates)

    


    WHEREAS, pursuant to Section
9.1 of the Minerals Technologies Inc. Retirement Plan, as amended and restated
effective as of January 1, 2006, with certain other effective dates (the
“Plan”), Minerals Technologies Inc. reserves the right to amend the Plan by
action of its Board of Directors and now wishes to do so by the following
amendment.

    


    NOW THEREFORE, the Plan is
hereby amended as follows, effective January 1, 2010:

    


    1.           Section
3.1 shall be amended by adding the following to the end thereof:

    


    “Notwithstanding any provision of the
Plan to the contrary, effective January 1, 2010, no Employee shall become a
Member, and any Member who ceases to be an Eligible Employee (as a result of his
termination of employment, change in employment status, or for any other reason)
shall not again become an Eligible Employee at any future date as a result of
reemployment or for any other reason.”

    


    2.           The
last sentence of Section 3.2 shall be amended to read as follows:

    


    “If such a Former Eligible Employee
again becomes an Eligible Employee before January 1, 2010, he shall be treated
as if he were reemployed, and shall be covered under the Cash Balance Formula,
consistent with Sections 4.1(b) and (c).  Such a Former Eligible
Employee shall not again become an Eligible Employee on or after January 1,
2010.

    


    3.           The
first sentence of Section 5.1 shall be amended to read as follows:

    


    “In the case of a Member who is
reemployed before January 1, 2010 by an Employer or an Affiliate after he has
received or begun to receive a benefit under the Plan, such Member’s
participation in the Plan shall resume as of the date of such Member’s
reemployment and benefit payments under the Plan shall be suspended during the
period of his reemployment with respect to benefits accrued prior to such
reemployment.  In the case of a Member who is reemployed on or after
January 1, 2010 by an Employer or an Affiliate after he has received or begun to
receive a benefit under the Plan, such Member’s participation in the Plan shall
not resume and benefit payments shall not be suspended.”

    


    4.           Section
5.2 shall be amended to read as follows:

    


    “5.2  Reemployment Before a
Member’s Annuity Starting Date

    In the
case of a Member who is reemployed before January 1, 2010 by an Employer or an
Affiliate before he has begun to receive a benefit, such Member’s participation
in the Plan shall resume as of the date of such Member’s reemployment, provided,
however, that any benefits accrued by a Member who is reemployed on or after
January 1, 2002


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    and
before January 1, 2010 shall be determined under the Cash Balance Formula
pursuant to Section 4.1(c).  In the case of a Member who is reemployed
on or after January 1, 2010 by an Employer or an Affiliate before he has begun
to receive a benefit, such Member’s participation in the Plan shall not
resume.”

    


    5.           The
first phrase of Section 5.3 shall be amended to read as follows:

    


    “In the case of a Member who is
reemployed before January 1, 2010 by an Employer or an Affiliate after his
Normal Retirement Date or who remains employed by an Employer or an Affiliate
after his Normal Retirement Date—”

    


    


    


    IN WITNESS WHEREOF, the
Employer, by its duly authorized officers, has caused

    this Fourth Amendment to be
executed, on this 11th day of December, 2009.  

    


    MINERALS
TECHNOLOGIES INC.

    


    BY:
/s/ Thomas Meek

    Thomas Meek

    General Counsel

    


    


    BY: /s/ D. Randy Harrison

    D. Randy Harrison

    Sr. Vice-President, Organization and
Human Resources