ex10-12c.htm


    


      Exhibit
10.12(c)

      


      THIRD
AMENDMENT TO

      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. (the “Employer”) reserves the right to amend
the Plan by action of its Board of Directors.

      


      NOW, THEREFORE, the Plan is
hereby amended effective on the dates set forth below, as follows:

      


      
        	
                1.

              	
                Effective
      January 1, 2004, Section 8.2 shall be amended by replacing the second and
      third paragraphs thereof with the
following:

              


      

      


      For
purposes of adjusting any Non-Decreasing Annuity Benefit (as defined below), the
actuarially equivalent amount shall be (i) for Limitation Years beginning before
July 1, 2007, the greater of (A) 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 (B) the amount determined
utilizing the Applicable Mortality Table and a 5 percent interest rate
assumption, and (ii) for Limitation Years beginning on or after July 1, 2007,
the greater of (A) straight-life annuity payable under the Plan on the same
commencement date as the Member’s form of benefit, and (B) 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, (i) for Limitation Years beginning
before 2004, the greater of (A) 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 (B) the amount determined
utilizing the Applicable Mortality Table and Applicable Interest Rate, (ii) for
Limitation Years beginning in 2004 and 2005, the greatest of (A) 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 (B) the
amount determined utilizing the Applicable Mortality Table and a 5.5% interest
rate, and (iii) for Limitation Years beginning after 2005, (A) 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, (B) the
amount determined utilizing the Applicable Mortality Table and a 5.5% interest
rate, and (C) the amount determined utilizing the Applicable Mortality Table and
Applicable Interest Rate divided by 1.05.

      


      
        	
                2.

              	
                Effective
      January 1, 2002, Section 13.3(b)(2) shall be amended to read in its
      entirety as follows:

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      the
aggregate of the accounts of Key Employees under all defined contribution plans
included in such group exceeds 60 percent of a similar sum determined for all
Employees (other than former Key Employees) covered under the aggregation group
of plans.  Cumulative Accrued Benefits and account balances shall be
adjusted for any distribution made in the one-year period ending on the
Applicable Determination Date and any contribution due but unpaid as of said
Applicable Determination Date; provided, however, that in the case of a
distribution made to a Member for a reason other than severance from employment,
death or Disability, this provision shall be applied by substituting “five-year
period” for “one-year period.”  Account balances and Accrued Benefits
of individuals who have not performed services for an Employer or any Affiliates
at any time during the one-year period ending on the Applicable Determination
Date shall not be taken into account.  The determination of the
foregoing ratio, including the extent to which distributions (including
distributions from terminated plans), rollovers, and transfers are taken into
account, shall be made in accordance with Code section 416 and the regulations
thereunder.

      


      


      IN WITNESS WHEREOF, the
Employer, by its duly authorized officers, has caused this Third Amendment to be executed
on this 9th day of October, 2009.

      


      


      MINERALS TECHNOLOGIES
INC.

      


      


      


      


      BY: /s/ Thomas J. Meek

      


      


      


      


      BY: /s/ Dennis R.
Harrison