ex10-12e.htm


    Exhibit
10.12(e)

    


    FIFTH
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”), the Retirement Committee may make administrative changes to the Plan so
as to conform with statute or regulations; and

    


    WHEREAS, the Retirement
Committee desires to amend the Plan to comply with the Pension Protection Act of
2006.

    


    NOW THEREFORE, the Plan is
hereby amended as follows, effective January 1, 2008, except as otherwise
specified:

    


    1.           Section
2.1(b)(1)(B)(ii) shall be amended to read as follows:

    


    
      	
               
      

            	
              “(ii)

            	
              for
      all such benefits payable on an Annuity Starting Date that is on or prior
      to December 31, 2002, the 1983 Group Annuity Mortality Table weighted 50
      percent male; and for all such benefit payments payable on an Annuity
      Starting Date that is on or after January 1, 2003 and prior to January 1,
      2008, the 1994 Group Annuity Reserve Table weighted 50 percent male,
      projected to 2002; or such other mortality assumption as shall be
      prescribed by the Secretary of the Treasury, which assumption shall be
      based on the prevailing commis­sioners’ standard table described in
      Code section 807(d)(5)(A) used to deter­mine reserves for group
      annuity contracts issued on the date the deter­mina­tion is being
      made (without regard to any other subparagraph of Code sec­tion
      807(d)(5)); and for all such benefits payable on an Annuity Starting Date
      that is on or after January 1, 2008, the ‘applicable mortality table’
      specified in Code section
417(e)(3).”

            


    

    


    2.           Section
2.1(b)(1)(C)(ii) shall be amended to read as follows:

    


    
      	
               
      

            	
              “(ii)

            	
              for
      all such benefits payable on an Annuity Starting Date that is on or prior
      to December 31, 2002, the 1983 Group Annuity Mortality Table weighted 50
      percent male; and for all such benefit payments payable on an Annuity
      Starting Date that is on or after January 1, 2003 and prior to January 1,
      2008, the 1994 Group Annuity Reserve Table weighted 50 percent male,
      projected to 2002; or such other mortality assumption as shall be
      prescribed by the Secretary of the Treasury, which assumption shall be
      based on the prevailing commis­sioners’ standard table described in
      Code section 807(d)(5)(A) used to deter­mine reserves for group
      annuity contracts issued on the date the deter­mina­tion is being
      made (without regard to any other subparagraph of Code sec­tion
      807(d)(5)); and for all such benefits payable on an Annuity Starting Date
      that is on or after January 1, 2008, the ‘applicable mortality table’
      specified in Code section
417(e)(3).”

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    3.           Section
2.1(b)(2)(A) shall be amended to read as follows:

    


    
      	
               
      

            	
              “(A)

            	
              for
      Plan Years beginning before January 1, 2008, an interest rate equal to the
      annual rate of interest on 30-year Treasury securities or the generally
      accepted proxy therefor, in each case as specified by the Commissioner of
      the Internal Revenue Service for the full calendar month four months prior
      to the month in which the Member retires; and for Plan Years beginning on
      or after January 1, 2008, an interest rate equal to the ‘applicable
      interest rate’ specified in Code section 417(e)(3) for the full calendar
      month four months prior to the month in which the Member
      retires;  and”

            


    

    


    4.           Section
2.1(b)(2)(B) shall be amended to read as follows:

    


    
      	
               
      

            	
              “(B)

            	
              for
      all such benefits payable on an Annuity Starting Date that is on or prior
      to December 31, 2002, the 1983 Group Annuity Mortality Table weighted 50
      percent male; and for all such benefit payments payable on an Annuity
      Starting Date that is on or after January 1, 2003 and prior to January 1,
      2008, the 1994 Group Annuity Reserve Table weighted 50 percent male,
      projected to 2002; or such other mortality assumption as shall be
      prescribed by the Secretary of the Treasury, which assumption shall be
      based on the prevailing commis­sioners’ standard table described in
      Code section 807(d)(5)(A) used to deter­mine reserves for group
      annuity contracts issued on the date the deter­mina­tion is being
      made (without regard to any other subparagraph of Code sec­tion
      807(d)(5)); and for all such benefits payable on an Annuity Starting Date
      that is on or after January 1, 2008, the ‘applicable mortality table’
      specified in Code section
417(e)(3).”

            


    

    


    5.           Effective
January 1, 2007, the first paragraph of Section 6.2(c)(5) and the last paragraph
of Section 6.2(d) shall be amended by replacing the phrases “90-day,” “90 days,”
and “90th day” with the phrases “180-day,” “180 days,” and “180th day,”
respectively.

    


    
      	
              6.

            	
              Effective
      January 1, 2007, Section 6.8(b)(2)(B) shall be amended to read as
      follows:

            


    

    


    
      	
               

            	
              "(B)   
      the Member’s Beneficiary; and”

            


    

    


    
      	
              7.

            	
              Effective
      January 1, 2007, Section 6.8(b)(3) shall be amended to read as
      follows:

            


    

    


    
      	
               

            	
              "(3)    
      ‘Eligible Retirement
      Plan’ means, in the case of a distribution to a Member, surviving
      Spouse, or a Spouse or former Spouse who is the alternate payee under a
      qualified domestic relation order, as defined in Code section 414(p), a
      qualified plan described in Code section 401(a), provided that the terms
      of such qualified plan permit acceptance of the Distributee’s Eligible
      Rollover Distribution, an annuity plan described in Code section 403(a),
      an annuity contract described in Code section 403(b), an individual
      retirement account described in Code section 408(a), an individual
      retirement annuity described in Code section 408(b), or an eligible plan
      under Code section 457(b) which is maintained by a state, political
      subdivision of a state, or an agency
or

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              instrumentality
      of a state or political subdivision of a state and which agrees to
      separately account for amounts transferred into such plan from the
      Plan.  In the case of an Eligible Rollover Distribution to a
      non-Spouse Beneficiary, an ‘Eligible Retirement Plan’ is an individual
      retirement account or an individual retirement annuity, as such terms are
      defined in the preceding sentence.”

            


    

    


    
      	
              8.

            	
              Effective
      January 1, 2007, Section 6.8(b)(4) shall be amended to read as
      follows:

            


    

    


    
      	
               
      

            	
              (4)

            	
              ‘Eligible Rollover
      Distribution’ means any distribution of all or any portion of the
      Retirement Benefit payable to the Distributee except that an ‘Eligible
      Rollover Distribution’ does not
include:

            


    

    


    
      	
               
      

            	
              (A)

            	
              any
      distribution that is one of a series of substantially equal periodic
      payments (not less frequently than annually) made for the life (or life
      expectancy) of the Distributee or the joint lives (or joint life
      expectancies) of the Distributee or the Distributee’s designated
      Beneficiary, or for a specified period of 10 years or more;
      and

            


    

    


    
      	
               
      

            	
              (B)

            	
              any
      distribution to the extent such distribution is required under Code
      section 401(a)(9).

            


    

    


    
      	
               
      

            	
              A
      portion of a distribution shall not fail to be an Eligible Rollover
      Distribution merely because the portion consists of after-tax employee
      contributions which are not includible in gross
      income.  However, such portion may be transferred only to an
      individual retirement account or annuity described in Code section 408(a)
      or (b) (or described in Code section 408A for ‘designated Roth
      contributions’ (within the meaning of Code section 402A)), or to a
      qualified trust or to an annuity contract described in Code section 403(b)
      that provides for separate accounting for amounts so transferred,
      including separately accounting for the portion of such distribution which
      is includible in gross income and the portion of such distribution which
      is not so includible and, if applicable, as required under Code section
      402A.”

            


    

    


    
      	
              9.

            	
              Article
      6 shall be amended by adding the following Section 6.9 to the end
      thereof:

            


    

    


    
      	
              “6.9

            	
              Funding-Based Limits on
      Benefits, Amendments, and
Accruals

            


    

    


    The
following limitations and restrictions shall apply under this Plan.

    


    (a)           Except
as otherwise provided in Code section 436 and the regulations thereunder, if the
Plan’s adjusted funding target attainment percentage (as defined in Code section
436 and the regulations thereunder) for a Plan Year is less than 60 percent, or
would be less than 60 percent taking into account an unpredictable contingent
event benefit (as defined in Code section 436 and the regulations thereunder)
that becomes payable with respect to an event that has occurred, then such
unpredictable contingent event benefit shall not be payable.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (b)           Except
as otherwise provided in Code section 436, if the Plan’s adjusted funding target
attainment percentage (as defined in Code section 436 and the regulations
thereunder) for a Plan Year is less than 80 percent, or would be less than 80
percent taking into account any amendment that increases the Plan’s liability
for benefits (as described in Code section 436(c) and the regulations
thereunder), then such amendment shall not take effect.

    


    (c)           Except
as otherwise provided in Code section 436 and the regulations thereunder, if the
Plan’s adjusted funding target attainment percentage (as defined in Code section
436 and the regulations thereunder) for a Plan Year is less than 60 percent, the
Plan shall not pay any prohibited payment (as defined in Code section 436 and
the regulations thereunder) after the valuation date for the Plan
Year.  Except as otherwise provided in Code section 436 and the
regulations thereunder, if the Company is a debtor in a case under title 11,
United States Code, or similar Federal or State law, the Plan shall not pay any
prohibited payment (as defined in Code section 436 and the regulations
thereunder) unless the funding requirements of Code section 436(d)(2) are
satisfied.  Except as otherwise provided in Code section 436 and the
regulations thereunder, if the Plan’s adjusted funding target attainment
percentage (as defined in Code section 436 and the regulations thereunder) for a
Plan Year is less than 80 percent but at least 60 percent, the Plan shall not
pay any prohibited payment (as defined in Code section 436 and the regulations
thereunder) after the valuation date for the Plan Year to the extent the amount
exceeds the amount specified in Code section 436(d)(3) and the regulations
thereunder, and only one such prohibited payment shall be made with respect to
any Participant during any period of consecutive Plan Years to which the
limitations of the first two sentences of this Section 6.9(c)
apply.

    


    (d)           Except
as otherwise provided in Code section 436 and the regulations thereunder, if the
Plan’s adjusted funding target attainment percentage (as defined in Code section
436 and the regulations thereunder) for a Plan Year is less than 60 percent,
benefit accruals under the Plan shall cease as of the valuation date for the
Plan Year.

    


    (e)           Notwithstanding
anything in the foregoing to the contrary, the Plan shall be interpreted and
operated in compliance with Code section 436 and the regulations thereunder, and
Code section 436 and the regulations thereunder are hereby incorporated by
reference.”

    


    


    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN WITNESS WHEREOF, the
Retirement Committee has executed this Fifth Amendment on this 18th day of
December, 2009.  

    


    


    RETIREMENT COMMITTEE OF
THE

    MINERALS
TECHNOLOGIES INC. RETIREMENT PLAN

    


    


    


    BY:
/s/ Thomas J. Meek

    Thomas J. Meek

    


    


    


    BY:
/s/ Patricia M. Casey

    Patricia M. Casey

    


    


    


    BY:
/s/ John A. Sorel

    John A. Sorel