ex10-12b.htm


    Exhibit
10.12(b)

    


    SECOND
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:

    


    
      	
              1.

            	
              Effective
      January 1, 2008, Section 2.1(b)(3) shall be amended by deleting sections
      2.1(b)(3)(A) and (B) and deleting the words “(C) Top Heavy
      Factors.”

            


    

    


    2.           The
last sentence of Section 7.2(a) shall be replaced with the
following:

    


    Such
preretirement surviving Spouse benefit, payable for the life of the surviving
Spouse, shall commence at the end of the month following the month in which the
Member would have attained his Normal Retirement Date or earlier, if the Spouse
so elects (provided that for deaths occurring before January 1, 2009, such
commencement date shall not be earlier than the date the Member first would have
reached age 55).  If the Spouse elects for such preretirement Spouse
benefit to be payable commencing earlier than the date the Member would have
attained age 55, the Single Life Annuity otherwise payable at age 55 shall be
further reduced using the actuarial assumptions provided in the first sentence
of Section 2.1(b)(2) to reflect such early commencement.

    


    Effective
for deaths that occur on or after January 1, 2009, solely for purposes of this
Section 7.2 and solely with respect to a Member’s Accrued Benefit in excess of
the Member’s Accrued Benefit as of December 31, 2008 (“post-2008 Accrued
Benefits”), a person who would otherwise be considered the Member’s Spouse under
the Plan, except that he or she is the same sex as the Member, shall be treated
in the same manner as a Spouse for purposes of determining the preretirement
death benefit payable under this Section 7.2 under the Career Earnings Formula
with respect to a Member’s post-2008 Accrued Benefits.  Such Member
shall be considered to be a married Member for purposes of the last sentence of
Section 7.1 with respect to such post-2008 Accrued Benefits.

    


    3.           Effective
January 1, 2008, Article 8 shall be amended to read in its entirety as
follows:

    


    Article
8.  Maximum Benefit Limitations

     

    8.1  General
Rule

    Benefits
payable to any Member shall not at any time exceed the maximum permissible
benefit limits as provided in this Article 8.  In the event benefits
are paid to the Spouse, contingent annuitant or other beneficiary of any Member
or an alternate payee with


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    respect
to any Member, such benefits will be aggregated with benefits paid to the Member
in applying the limitations contained in this Article 8.

    


    The
maximum Annual Benefit which may be paid in any Plan Year to any Member who is
at least sixty-two years of age and not over sixty-five years of age from all
qualified defined benefit plans maintained by the Company and any Affiliated
Company (whether or not terminated) shall be the lesser of the following
amounts:

    


    (a)           $185,000
(the “Dollar Limitation”); or

    


    (b)           100%
of the Employee’s average annual compensation (as defined below) for the three
consecutive Limitation Years with the Company and any Affiliated Company that
produce the highest average, as determined in accordance with regulations under
Code section 415 (the “Employee’s Compensation Limitation”).

    


    If, as of
any January 1, the Secretary of the Treasury adjusts the Dollar Limitation in
this Article 8 pursuant to Code section 415(d), such adjusted Dollar Limitation
shall be effective for purposes of the Plan, without the necessity of an
amendment, and shall be applicable to the Limitation Year containing such
January 1.  Anything to the contrary notwithstanding, any benefit
limited by the provisions of this Article in a previous Plan Year shall be
increased with respect to future payments to the lesser of the adjusted dollar
limitation or the amount of benefit which would have been payable under this
Plan without regard to the provisions of this Article.

    


    


    The
provisions of this Article 8 shall be interpreted and applied in accordance with
the rules of Code section 415 and the regulations thereunder, and the relevant
provisions of the regulations are incorporated by reference
herein.  In the event that payments to or on behalf of a Member begin
on multiple dates, the rules of this Article 8 shall be applied on each such
date to the relevant portion of the benefit.  Notwithstanding any
other provision of this Article 8, a Member’s Annual Benefit shall not be
reduced below the amount of the Annual Benefit payable as of December 31, 2007
under the terms of the Plan in effect on April 5, 2007, including the terms of
Article 8 as then in effect.

    


    If the
Member is or was a participant in another qualified defined benefit plan of the
Company and any Affiliated Company (whether or not such plan has been
terminated), and the Member’s employer-provided annual benefit under all such
plans, including this Plan, exceeds the maximum Annual Benefit under this
Article 8 determined as of the same age under each applicable plan, the maximum
monthly retirement income applicable to all such defined benefit plans of the
Company and any Affiliated Company shall be determined and allocated on a pro
rata basis in proportion to the actuarially equivalent amount of retirement
income otherwise accrued under each such plan so that the maximum Annual Benefit
is not exceeded.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Section
8.2  Adjustment for Other Forms of Payment

    If the
form of payment of the benefit under the Plan is other than a straight-life
annuity (with no ancillary benefits), or if the Member has made mandatory or
voluntary contributions or rollover contributions, or if any portion of the
payment is attributable to assets transferred to the Plan from another qualified
plan not maintained by the Company and any Affiliated Company, the benefit shall
be adjusted so that it is actuarially equivalent to an Annual
Benefit.

    


    For
purposes of adjusting any Non-Decreasing Annuity Benefit (as defined below), the
actuarially equivalent amount shall be the greatest of (i) the amount determined
utilizing the Plan interest rate and Plan mortality table used for converting a
straight-life annuity to an alternative form of benefit, and (ii) the amount
determined utilizing the Applicable Mortality Table and a 5 percent interest
rate assumption.

    


    For
purposes of adjusting any benefit that is not a Non-Decreasing Annuity Benefit,
the actuarially equivalent amount shall be the greatest of (i) the amount
determined utilizing the Plan interest rate and Plan mortality table used for
converting a straight-life annuity to an alternative form of benefit, (ii) the
amount determined utilizing the Applicable Mortality Table and a 5.5 percent
interest rate assumption, or (iii) for Limitation Years after 2005, the amount
determined utilizing the Applicable Mortality Table and the Applicable Interest
Rate (defined below) divided by 1.05.

    


    No
actuarial adjustment shall be required to reflect the value of any of the
following:  (A) that portion of any joint and survivor annuity which
constitutes a qualified joint and survivor annuity (as defined in section 417 of
the Code); (B) benefits that are not directly related to retirement benefits,
such as pre-retirement disability and death benefits, and post-retirement
medical benefits; and (C) post-retirement cost-of-living increases made in
accordance with section 415(d) of the Code.

    


    Section
8.3  Adjustment for Benefits Commencing Before Age 62 or After Age
65

    (a)           If
payment of benefits under the Plan begins before the Member’s sixty-second
birthday, the maximum Annual Benefit shall be the lesser of the following
amounts:

    


    (i)           The
Age-Reduced Dollar Limitation (defined below); or

    


    (ii)           The
Employee’s Compensation Limitation.

    


    For
purposes of this Article 8, the term “Age-Reduced Dollar Limitation” means a
reduced dollar limitation that, as so reduced, equals an Annual Benefit amount
(as of the date of commencement of such benefit) that is actuarially equivalent
to the Dollar Limitation beginning at age 62.  The actuarially
equivalent amount shall be equal to the lesser of  (A) the Dollar
Limitation multiplied by the ratio of the Annual Benefit under the Plan at the
time payments are scheduled to commence, without regard to the limits of this
Article 8, to the Annual Benefit commencing at age 62, without regard to the
limits of this Article 8, and (B) the actuarially equivalent amount determined
utilizing a five


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    percent
interest rate and the Applicable Mortality Table (defined below).  To
the extent that benefits will not be forfeited upon the death of the Employee,
the mortality decrement shall be ignored for purposes of determining any
reduction in the dollar limitation.  If any benefits are forfeited
upon death, the full mortality decrement shall be taken into
account.

    


    (b)           If
payment of benefits under the Plan begins after the Employee attains age
sixty-five, the maximum Annual Benefit shall be the lesser of the following
amounts:

    


    (i)           the
Age-Increased Dollar Limitation (defined below); or

    


    (ii)           the
Employee’s Compensation Limitation.

    


    For
purposes of this Article 8, the term “Age-Increased Dollar Limitation” means an
increased dollar limitation that, as so increased, equals an Annual Benefit
amount (as of the date of commencement of such benefit) that is actuarially
equivalent to the Dollar Limitation beginning at age 65.  The
actuarially equivalent amount shall be equal to the lesser of: (A) the Dollar
Limitation multiplied by the ratio of the Annual Benefit under the Plan at the
time payments are scheduled to commence, disregarding accruals after age 65 and
without regard to the limits of this Article 8, to the Annual Benefit payable to
the Member at age 65, without regard to the limits of this Article 8, and (B)
the actuarially equivalent amount determined utilizing a five percent interest
rate and the Applicable Mortality Table.  To the extent that benefits
will not be forfeited upon the death of the Member, the mortality decrement
shall be ignored for purposes of determining any increase in the dollar
limitation.  If any benefits are forfeited upon death, the full
mortality decrement shall be taken into account.

    


    Section
8.4  Adjustment for Fewer Than 10 Years of Participation or Vesting
Service

    If, at
the time payment of benefits to any Member commence, such Member has fewer than
ten years of participation (as defined by the Secretary of the Treasury), the
Dollar Limitation (as increased or decreased) applicable to such individual
shall be one-tenth of the otherwise applicable limitation times the number of
whole and partial years of participation completed by the Member.

    


    If, at
the time payment of benefits to any Member commence, such individual has fewer
than ten Years of Creditable Service with the Company and any Affiliated
Company, the Member’s Compensation Limitation applicable to such individual
shall be one-tenth of the otherwise applicable limitation or exemption, as the
case may be, times the number of whole and partial years of service completed by
the Member.

    


    The
provisions of this Section 8.4 shall not reduce the otherwise applicable
Member’s Compensation Limitation to less than one-tenth of such limitation or
exemption.

    


    Section
8.5  Definitions


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Solely
for purposes of this Article 8, the following terms shall have the meanings set
forth below:

    


    “Annual
Benefit” shall mean a benefit payable annually in the form of a straight-life
annuity (with no ancillary benefits) under a plan to which employees do not
contribute and under which no rollover contributions are made.  In
computing the maximum permissible Annual Benefit, benefits attributable to
mandatory or voluntary employee contributions (if any), rollover contributions
or assets transferred to this Plan from a qualified plan maintained by an
employer other than the Company and any Affiliated Company shall be
disregarded.

    


    “Applicable
Interest Rate” shall mean the interest rate specified in Section
2.1(b)(2)(A).

    


    “Applicable
Mortality Table” shall mean the mortality table specified in Section
2.1(b)(2)(B).

    


    “Compensation”
shall mean all compensation of the Member from the Company and any Affiliated
Company (as described in section 415(c)(3) of the Code) for the Plan Year, that
is actually paid or made available to the Member within the Limitation Year, but
not to exceed $245,000 (as adjusted pursuant to section 401(a)(17) of the Code)
for any Limitation Year.  For Plan Years beginning after December 31,
1997, the term “Compensation” shall include any elective deferral (as defined in
section 402(g)(3) of the Code), and any amount which is contributed or deferred
by the Company and any Affiliated Company at the election of the Member, and
which is not includible in the gross income of the Member by reason of section
125 of the Code.  For Plan Years beginning on or after January 1,
2001, elective amounts that are not includible in the gross income of the Member
by reason of section 132(f)(4) of the Code shall also be considered
“Compensation” for these purposes.  “Compensation” for purposes of
this Article 8 includes only amounts paid prior to severance from employment or
regular compensation, overtime, bonuses, commissions or similar payments for
services and any payment that would have been paid prior to severance from
employment if the employee had not terminated employment that is paid by the
later of 21⁄2 months after severance from employment or the end of the Limitation
Year in which severance from employment occurs.

    


    “Limitation
Year” shall mean the Plan Year.

    


    “Non-Decreasing
Annuity Benefit” shall mean the amount of any distribution paid in the form of
an annual benefit that (a) does not decrease during the life of the Member, or,
in the case of a qualified pre-retirement survivor annuity, the life of the
Member’s Spouse; or (b) decreases during the life of the Member merely because
of (i) the death of the survivor annuitant (but only if the reduction is to a
level not below 50% of the annual benefit payable before the death of the
survivor annuitant); or (ii) the cessation or reduction of Social Security
supplements or qualified disability benefits (as defined in section 411(a)(9) of
the Code).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN WITNESS WHEREOF, the
Employer, by its duly authorized officers, has caused this First Amendment to be
executed, on this
22nd day of December, 2008.

    


    


    


    MINERALS TECHNOLOGIES
INC.

    


    


    


    BY:  /s/ Kirk
Forrest

    Kirk Forrest

    General Counsel

    


    


    BY:  /s/ D. Randy
Harrison

    D. Randy Harrison

    Sr. Vice-President, Organization and
Human Resources