SEC Filing | Minerals Technologies Inc.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

Commission file number 1-3295

MINERALS TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		25-1190717 (I.R.S. Employer Identification Number)
The Chrysler Building 405 Lexington Avenue New York, New York (Address of principal executive office)		10174-0002 (Zip Code)

(212) 878-1800
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:




Title of each class	Name of each exchange on which registered
Common Stock, $.10 par value	New York Stock Exchange



Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [X] No [ ]

Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes [ ] No [X]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of " large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [X]	Accelerated Filer [ ]	Non- accelerated Filer [ ]	Smaller Reporting Company [ ]
		(Do not check if smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [ ] No [X]

The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing price at which the stock was sold as of July 1, 2007, was approximately $906 million. Solely for the purposes of this calculation, shares of common stock held by officers, directors and beneficial owners of 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 5, 2008, the Registrant had outstanding 19,097,457 shares of common stock, all of one class.

DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement dated April 8, 2008	Part III

MINERALS TECHNOLOGIES INC. 2007 FORM 10-K ANNUAL REPORT Table of Contents
		Page
	PART I
Item 1.	Business	1

Item 1A.	Risk Factors	6

Item 1B.	Unresolved Staff Comments	8

Item 2.	Properties	8

Item 3.	Legal Proceedings	10

Item 4.	Submission of Matters to a Vote of Security Holders	11

	PART II

Item 5.	Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11

Item 6.	Selected Financial Data	14

Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 8.	Financial Statements and Supplementary Data	26

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	26

Item 9A.	Controls and Procedures	26

Item 9B.	Other Information	27

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	27

Item 11.	Executive Compensation	28

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28

Item 13.	Certain Relationships and Related Transactions, and Director Independence	28

Item 14.	Principal Accountant Fees and Services	28

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	29


Signatures		31

PART I

Item 1. Business

Minerals Technologies Inc. (the "Company") is a resource- and technology-based company that develops, produces and markets worldwide a broad range of specialty mineral, mineral-based and synthetic mineral products and supporting systems and services. The Company has two reportable segments: Specialty Minerals and Refractories. The Specialty Minerals segment produces and sells the synthetic mineral product precipitated calcium carbonate ("PCC") and processed mineral product quicklime ("lime"), and mines mineral ores then processes and sells natural mineral products, primarily limestone and talc. This segment's products are used principally in the paper, building materials, paint and coatings, glass, ceramic, polymer, food, automotive and pharmaceutical industries. The Refractories segment produces and markets monolithic and shaped refractory materials and specialty products, services and application and measurement equipment, and calcium metal and metallurgical wire products. Refractories segment products are primarily used in high-temperature applications in the steel, non-ferrous metal and glass industries.

The Company maintains a research and development focus. The Company's research and development capability for developing and introducing technologically advanced new products has enabled the Company to anticipate and satisfy changing customer requirements, creating market opportunities through new product development and product application innovations.

Specialty Minerals Segment

PCC Products and Markets

The Company's PCC product line net sales were $602.6 million, $557.0 million and $516.3 million for the years ended December 31, 2007, 2006 and 2005, respectively. The Company's sales of PCC have been, and are expected to continue to be, made primarily to the printing and writing papers segment of the paper industry. The Company also produces PCC for sale to companies in the polymer, food and pharmaceutical industries. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."

PCC Products - Paper

In the paper industry, the Company's PCC is used:

•	As a filler in the production of coated and uncoated wood-free printing and writing papers, such as office papers;
•	As a filler for coated and uncoated groundwood (wood-containing) paper such as magazine and catalog papers; and
•	As a coating pigment for both wood-free and groundwood papers.

The Company's Paper PCC product line net sales were $542.0 million, $500.6 million and $460.7 million for the years ended December 31, 2007, 2006 and 2005, respectively.

Approximately 45% of the Company's sales consists of PCC sold to papermakers at "satellite" PCC plants. A satellite PCC plant is a PCC manufacturing facility located at a paper mill, thereby eliminating costs of transporting PCC from remote production sites to the paper mill. The Company believes the competitive advantages offered by improved economics and superior optical characteristics of paper produced with PCC manufactured by the Company's satellite PCC plants resulted in substantial growth in the number of the Company's satellite PCC plants since the first such plant was built in 1986. For information with respect to the locations of the Company's PCC plants at December 31, 2007, see Item 2, "Properties," below.

The Company currently manufactures several customized PCC product forms using proprietary processes. Each product form is designed to provide optimum balance of paper properties including brightness, opacity, bulk, strength and improved printability. The Company's research and development and technical service staffs focus on expanding sales from its existing satellite PCC plants as well as developing new technologies for new applications. These technologies include, among others, acid-tolerant ("AT^®") PCC, which allows PCC to be introduced to the large wood-containing segment of the printing and writing paper market, and OPACARB^® PCC, a family of products for paper coating.

The Company owns, staffs, operates and maintains all of its PCC facilities, and owns or licenses the related technology. Generally, the Company and its paper mill customers enter into long-term evergreen agreements, initially ten years in length, pursuant to which the Company supplies substantially all of the customer's precipitated calcium carbonate filler requirements.

The Company is generally permitted to sell to third-parties PCC produced at a satellite plant in excess of the host paper mill's requirement.

The Company also sells a range of PCC products to paper manufacturers from production sites not associated with paper mills from merchant facilities at Adams, Massachusetts; Lifford, England; and Walsum, Germany.

PCC Markets - Paper

Uncoated Wood-Free Printing and Writing Papers - North America. Beginning in the mid-1980's, as a result of a concentrated research and development effort, the Company's satellite PCC plants facilitated the conversion of a substantial percentage of North American uncoated wood-free printing and writing paper producers to lower-cost alkaline papermaking technology. The Company estimates that during 2007, more than 90% of North American uncoated wood-free paper was produced employing alkaline technology. Presently, the Company owns and operates 20 commercial satellite PCC plants located at paper mills that produce uncoated wood-free printing and writing papers in North America.

Uncoated Wood-Free Printing and Writing Papers - Outside North America. The Company estimates the amount of uncoated wood-free printing and writing papers produced outside of North America at facilities that can be served by satellite and merchant PCC plants is more than twice as large (measured in tons of paper produced) as the North American uncoated wood-free paper market currently served by the Company. The Company believes that the superior brightness, opacity and bulking characteristics offered by its PCC products allow it to compete with suppliers of ground limestone and other filler products outside of North America. Presently, the Company owns and operates 24 commercial satellite PCC plants located at paper mills that produce uncoated wood-free printing and writing papers outside of North America.

Uncoated Groundwood Paper. The uncoated groundwood paper market, including newsprint, represents approximately 35% of worldwide paper production. Paper mills producing wood-containing paper still generally employ acid papermaking technology. The conversion to alkaline technology by these mills has been hampered by the tendency of wood-containing papers to darken in an alkaline environment. In an attempt to introduce PCC to the wood-containing segments of the paper industry, the Company has developed and patented a system for the manufacture of high-quality groundwood paper in an acidic environment using PCC (AT^® PCC). Furthermore, as groundwood or wood-containing paper mills use larger quantities of recycled fiber, there is a trend toward the use of neutral papermaking technology in this segment for which the Company presently supplies traditional PCC chemistries. The Company now supplies PCC to approximately 29 paper machines at about 15 groundwood paper mills around the world and licenses its technology to a ground calcium carbonate producer to help accelerate the conversion from acid to alkaline papermaking.

Coated Paper. The Company is also placing emphasis on the use of PCC to coat paper, and expects that its research and development in coating pigment technology will open up a large market for PCC that will build slowly as more paper companies include PCC in their proprietary coating formulations. PCC may be used to increase gloss, opacity, brightness and printability of the paper or to reduce costs while maintaining comparable quality. The coated paper market is large, and the Company believes this market will continue to grow at a higher average growth rate than the uncoated paper market and therefore provides a substantial market opportunity for the Company. PCC coating products are produced at 10 of the Company's PCC plants worldwide.

Specialty PCC Products and Markets

The Company also produces and sells a full range of dry PCC products on a merchant basis for non-paper applications. The Company's Specialty PCC product line net sales were $60.6 million, $56.4 million and $55.6 million for the years ended December 31, 2007, 2006 and 2005, respectively. The Company sells surface-treated and untreated grades of PCC to the polymer industry for use in automotive and construction applications, and to the adhesives and printing inks industries. The Company's PCC is also used by the food and pharmaceutical industries as a source of bio-available calcium in tablets and foodstuffs, as a buffering agent in tablets, and as a mild abrasive in toothpaste. The Company produces PCC for specialty applications from production sites at Adams, Massachusetts; and Lifford, England.

Processed Minerals - Products and Markets

The Company mines and processes natural mineral products, primarily limestone and talc. The Company also manufactures lime, a limestone-based product. The Company's net sales of processed mineral products were $114.0 million, $118.6 million and $112.7 million for the years ended December 31, 2007, 2006 and 2005, respectively. Net sales of talc products were $37.3 million, $38.9 million and $35.5 million for the years ended December 31, 2007, 2006 and 2005, respectively. Net sales of ground calcium carbonate ("GCC") products, which are principally lime and limestone, were $76.7 million, $79.7 million and $77.2 million for the years ended December 31, 2007, 2006 and 2005, respectively. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Lime produced at the Company's Adams, Massachusetts, and Lifford, United Kingdom, facilities is used primarily as a raw material for the manufacture of PCC at these sites and at some satellite PCC plants, and is sold commercially to various chemical and other industries.

The Company mines, beneficiates and processes talc at its Barretts site, located near Dillon, Montana. Talc is sold worldwide in finely ground form for ceramic applications and in North America for paint and coatings and polymer applications. Because of the exceptional chemical purity of the Barretts ore, a significant portion of worldwide automotive catalytic converter ceramic substrates contain the Company's Barretts talc.

The Company's natural mineral products are supported by the Company's limestone reserves located in the western and eastern parts of the United States, and talc reserves located in Montana. The Company estimates these reserves, at current usage levels, to be in excess of 30 years at its limestone production facilities and in excess of 20 years at its talc production facility.

Refractories Segment

Refractory Products and Markets

Refractories Products

The Company offers a broad range of monolithic and pre-cast refractory products and related systems and services. The Company's Refractory segment net sales were $361.1 million, $347.9 million and $327.8 million for the years ended December 31, 2007, 2006 and 2005, respectively. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Refractory product sales are often supported by Company-supplied proprietary application equipment and on-site technical service support. The Company's proprietary application equipment is used to apply refractory materials to the walls of steel-making furnaces and other high temperature vessels to maintain and extend their lives. Net sales of refractory products, including those for non-ferrous applications, were $290.5 million, $264.6 million and $239.3 million for the years ended December 31, 2007, 2006 and 2005. The Company's proprietary SCANTROL™ application system, and other robotic application equipment systems such as its MINSCAN™ system, allow for remote-controlled application of the Company's refractory products in steel-making furnaces, as well as in steel ladles and blast furnaces. Since the steel-making industry is characterized by intense price competition, which results in a continuing emphasis on increased productivity, the SCANTROL™ application system, the MINSCAN™ system, and the technologically advanced refractory materials developed in the Company's research laboratories have been well accepted by the Company's customers. These products allow steel makers to improve their performance through, among other things, the application of monolithic refractories to furnace linings while the furnace is at operating temperature, thereby eliminating the need for furnace cool-down periods and steel-production interruption. The result is a lower overall cost for steel produced by steel makers.

The Company's experienced technical service staff and advanced application equipment provide customers assurance that they will achieve their desired productivity objectives. The Company's technicians are also able to conduct laser measurement of refractory wear, sometimes in conjunction with robotic application tools, to improve refractory performance at many customer locations. The Company believes that these services, together with its refractory product offerings, provide it with a strategic marketing advantage.

Over the past several years the Refractories segment has continued to increase its growth due to its ability to reformulate its products and application technology to maintain its competitive advantage in the market place. Some of the new products the Company has introduced in the past few years include:

•	HOTCRETE™, high durability shotcrete products that can be applied hot through customized equipment;
•	LACAM^® laser-based refractory measurement systems; and
•	SCANTROL™, a fully integrated application system combining the LACAM^® and MINSCAN™ technologies.

The Company has also expanded its refractories business through selective acquisitions over the past several years. In 2000, the Company acquired Ferrotron Elektronik GmbH, a manufacturer of advanced laser scanning devices, sensors and other measuring equipment designed for the steel industry. In 2001, the Company acquired the refractories business of Martin Marietta Magnesia Specialties Inc. and purchased Rijnstaal B.V., a Netherlands-based producer of cored metal wire products used mainly in the steel and foundry industries. These acquisitions have increased both the breadth of the product lines and markets served by the Refractories segment. In 2002, the Company acquired VisionTech a Finland-based company that

develops and manufactures a refractory lining measuring system. In 2003, the Company acquired the assets of ISA Manufacturing, Inc., a U.S.-based company that develops and manufactures pre-cast refractory shapes. In 2005, the Company acquired the metallurgical measurement technology/digital electrode control system product line of ET Electrotechnology GmbH. This technology offers a system that maintains steady state conditions and optimizes power consumption in electric steel making and ladle furnaces. In October 2006, the Company acquired ASMAS, an Istanbul-based Turkish producer of refractories to increase its ability to service the growing steel industries in Eastern Europe and the Middle East.

Refractories Markets

The principal market for the Company's refractory products is the steel industry. Management believes that certain trends in the steel industry will continue to provide growth opportunities for the Company. These trends include rapid growth and quality improvements in select geographic regions (e.g., China, Eastern Europe and India) the development of improved manufacturing processes such as thin-slab casting, the trend in North America to shift production from integrated mills to electric arc furnaces (mini-mills) and the ever-increasing need for improved productivity and longer lasting refractories.

The Company sells its refractory products in the following markets:

Steel Furnace. The Company sells gunnable monolithic refractory products and application systems to users of basic oxygen furnaces and electric furnaces for application on furnace walls to prolong the life of furnace linings.

Other Iron and Steel. The Company sells monolithic refractory materials and pre-cast refractory shapes for iron and steel ladles, vacuum degassers, continuous casting tundishes, blast furnaces and reheating furnaces. The Company offers a full line of materials to satisfy most continuous casting refractory applications. This full line consists of gunnable materials, refractory shapes and permanent linings.

Industrial Refractory Systems. The Company sells refractory shapes and linings to non-steel refractories consuming industries including glass, cement, aluminum and petrochemicals, power generation and other non-steel industries. The Company also produces a specialized line of carbon composites and pyrolitic graphite primarily sold under the PYROID^® trademark, primarily to the aerospace and electronics industries.

Metallurgical Products and Markets

The Company produces a number of other technologically advanced products for the steel industry, including calcium metal, metallurgical wire products and a number of metal treatment specialty products. Net sales of metallurgical products were $70.6 million, $83.3 million and $88.5 million for the years ended December 31, 2007, 2006 and 2005. The Company manufactures calcium metal at its Canaan, Connecticut, facility and purchases calcium in international markets. Calcium metal is used in the manufacture of the Company's PFERROCAL^® solid-core calcium wire, and is also sold for use in the manufacture of batteries and magnets. The Company sells metallurgical wire products and associated wire-injection equipment for use in the production of high-quality steel. These metallurgical wire products are injected into molten steel to improve castability and reduce imperfections. The steel produced is used for high-pressure pipeline and other premium-grade steel applications.

Marketing and Sales

The Company relies principally on its worldwide direct sales force to market its products. The direct sales force is augmented by technical service teams that are familiar with the industries to which the Company markets its products, and by several regional distributors. The Company's sales force works closely with the Company's technical service staff to solve technical and other issues faced by the Company's customers. The Company's technical service staff assists paper producers in ongoing evaluations of the use of PCC for paper coating and filling applications. In the Refractory segment, the Company's technical service personnel advise on the use of refractory materials, and, in many cases pursuant to service agreements, apply the refractory materials to the customers' furnaces and other vessels. Continued use of skilled technical service teams is an important component of the Company's business strategy.

The Company works closely with its customers to ensure that their requirements are satisfied, and it often trains and supports customer personnel in the use of the Company's products. The Company conducts domestic marketing and sales from Bethlehem, Pennsylvania, and from regional sales offices in the eastern and western United States. The Company's international marketing efforts are directed from regional centers located in Brussels, Belgium; Sao Jose Dos Campos, Brazil; and Shanghai, China. The Company believes its processed minerals are at regional locations that satisfy the stringent delivery requirements of the industries they serve. The Company also believes that its worldwide network of sales personnel and manufacturing sites facilitates the continued international expansion.

Raw Materials

The Company's ability to achieve anticipated results depends in part on having an adequate supply of raw materials for its manufacturing operations, particularly lime and carbon dioxide for the PCC product line, magnesia and alumina for its Refractory operations, and on having adequate access to ore reserves at its mining operations.

The Company uses lime in the production of PCC and is a significant purchaser of lime worldwide. Generally, lime is purchased under long-term supply contracts from unaffiliated suppliers located in close geographic proximity to the Company's PCC plants.

The principal raw materials used in the Company's monolithic refractory products are refractory-grade magnesia and various forms of aluminasilicates. The Company also purchases calcium metal, calcium silicide, graphite, calcium carbide and various alloys for use in the production of metallurgical wire products and uses lime and aluminum in the production of calcium metal. The Company purchases a significant portion of its magnesia requirements from sources in China. High demand for bulk raw materials from China has caused price increases of some key raw materials which ultimately could affect the Company's sales to its customers. In addition, higher transportation costs have also increased the delivered cost of raw materials imported from China to North America and Europe. The Company believes that in the event of supply interruptions of its refractory raw material requirements it could obtain adequate supplies from alternate sources in China and elsewhere at reasonable costs.

Competition

The Company is continually engaged in efforts to develop new products and technologies and refine existing products and technologies in order to remain competitive and to position itself as a market leader.

With respect to its PCC products, the Company competes for sales to the paper industry with other minerals, such as GCC and kaolin, based in large part upon technological know-how, patents and processes that allow the Company to deliver PCC that it believes imparts gloss, brightness, opacity and other properties to paper on an economical basis. The Company is the leading manufacturer and supplier of PCC to the paper industry.

The Company competes in sales of its limestone and talc based primarily upon quality, price, and geographic location.

With respect to the Company's refractory products, competitive conditions vary by geographic region. Competition is based upon the performance characteristics of the product (including strength, consistency and ease of application), price, and the availability of technical support.

Research and Development

Many of the Company's product lines are technologically advanced. Our expertise in inorganic chemistry, crystallography and structural analysis, fine particle technology and other aspects of materials science apply to and support all of our product lines, the Company's business strategy for continued growth in sales and profitability depends, to a large extent, on the continued success of its research and development activities. Among the significant achievements of the Company's research and development efforts have been: the satellite PCC plant concept; PCC crystal morphologies for paper coating; the development of HOTCRETE™ and OPTISHOT™ shotcrete refractory products; LACAM^® laser-based refractory measurement systems; and the MINSCAN™ and SCANTROL™ application systems.

Going forward, the Company will continue to develop its filler-fiber composite material, which would increase filler levels in uncoated freesheet paper to upwards of 30%. This product remains in development and is now in large-scale trials with customers. The Company will also continue to reformulate its refractory materials to be more competitive, and will also continue development of unique calcium carbonates for use in novel biopolymers.

For the years ended December 31, 2007, 2006 and 2005, the Company spent approximately $26.3 million, $27.8 million and $27.0 million, respectively, on research and development. The Company's research and development spending for 2007 was approximately 2.4% of net sales.

The Company maintains its primary research facilities in Bethlehem and Easton, Pennsylvania. It also has research and development facilities in China, Finland, Germany, Ireland, Japan and Turkey. Approximately 102 employees worldwide are engaged in research and development. In addition, the Company has access to some of the world's most advanced papermaking and paper coating pilot facilities.

Patents and Trademarks

The Company owns or has the right to use approximately 397 patents and approximately 741 trademarks related to its business. The Company believes that its rights under its existing patents, patent applications and trademarks are of value to its operations, but no one patent, application or trademark is material to the conduct of the Company's business as a whole.

Insurance

The Company maintains liability and property insurance and insurance for business interruption in the event of damage to its production facilities and certain other insurance covering risks associated with its business. The Company believes such insurance is adequate for the operation of its business. There is no assurance that in the future the Company will be able to maintain the coverage currently in place or that the premiums will not increase substantially.

Employees

At December 31, 2007, the Company employed 2,706 persons, of whom 1,209 were employed outside of the United States.

Environmental, Health and Safety Matters

The Company's operations are subject to federal, state, local and foreign laws and regulations relating to the environment and health and safety. Certain of the Company's operations involve and have involved the use and release of substances that have been and are classified as toxic or hazardous within the meaning of these laws and regulations. Environmental operating permits are, or may be, required for certain of the Company's operations and such permits are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. The Company believes its operations are in substantial compliance with these laws and regulations and that there are no violations that would have a material effect on the Company. Despite these compliance efforts, some risk of environmental and other damage is inherent in the Company's operations, as it is with other companies engaged in similar businesses, and there can be no assurance that material violations will not occur in the future. The cost of compliance with these laws and regulations is not expected to have a material adverse effect on the Company. The Company obtained indemnification for certain potential environmental, health and safety liabilities under agreements entered into between the Company and Pfizer Inc ("Pfizer") or Quigley Company, Inc., a wholly-owned subsidiary of Pfizer, in connection with the initial public offering of the Company in 1992. See "Certain Relationships and Related Transactions" in Item 13.

Available Information

The Company maintains an internet website located at http://www.mineralstech.com. It makes its reports on Forms 10-K, 10-Q and 8-K, and amendments to those reports, as well as its Proxy Statement and filings under Section 16 of the Securities Exchange Act of 1934, available free of charge through the Investor Relations page of its website, as soon as reasonably practicable after they are filed with the Securities and Exchange Commission ("SEC"). Investors may access these reports through the Company's website by navigating to "Investor Relations" and then to "SEC Filings."

Item 1A. Risk Factors

The disclosure and analysis set forth in this report contains certain forward-looking statements, particularly statements relating to future actions, future performance or results of current and anticipated products, sales efforts, expenditures, and financial results. From time to time, the Company also provides forward-looking statements in other publicly-released materials, both written and oral. Forward-looking statements provide current expectations and forecasts of future events such as new products, revenues and financial performance, and are not limited to describing historical or current facts. They can be identified by the use of words such as "expects," "plans," "anticipates," and other words and phrases of similar meaning.

Forward-looking statements are necessarily based on assumptions, estimates and limited information available at the time they are made. A broad variety of risks and uncertainties, both known and unknown, as well as the inaccuracy of assumptions and estimates, can affect the realization of the expectations or forecasts in these statements. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially.

The Company undertakes no obligation to update any forward-looking statements. Investors should refer to the Company's subsequent filings under the Securities Exchange Act of 1934 for further disclosures.

As permitted by the Private Securities Litigation Reform Act of 1995, the Company is providing the following cautionary statements which identify factors that could cause the Company's actual results to differ materially from historical and expected

results. It is not possible to foresee or identify all such factors. Investors should not consider this list an exhaustive statement of all risks, uncertainties and potentially inaccurate assumptions.

•	Growth Rate
	Sales and income growth of the Company depends upon a number of uncertain events, including the outcome of the Company's strategies of increasing its penetration into geographic markets such as Asia and Europe; increasing its penetration into product markets such as the market for paper coating pigments and the market for groundwood paper pigments; increasing sales to existing PCC customers by increasing the amount of PCC used per ton of paper produced; developing, introducing and selling new products such as filler-fiber composite materials for the paper industry; and acquisitions. Difficulties, delays or failure of any of these strategies could affect the future growth rate of the Company.
•	Contract Renewals
	Generally, the Company's sales of PCC are pursuant to long-term evergreen agreements, initially ten years in length, with paper mills where the Company operates satellite PCC plants. The terms of many of these agreements have been extended, often in connection with an expansion of the satellite plant. However, failure of a number of the Company's customers to renew or extend existing agreements on terms as favorable to the Company as those currently in effect could have a substantial adverse effect on the Company's results of operations, and could also result in impairment of the assets associated with the PCC plant.
•	Consolidation in Customer Industries, Principally Paper and Steel
	Several consolidations in the paper industry have taken place in recent years. These consolidations could result in partial or total closure of some paper mills where the Company operates PCC satellites. Such closures would reduce the Company's sales of PCC, except to the extent that they resulted in shifting paper production and associated purchases of PCC to another location served by the Company. Similarly, following a string of bankruptcies, consolidations have occurred in the steel industry. Such consolidations in the two major industries we serve concentrate purchasing power in the hands of a smaller number of papermakers and steel manufacturers, enabling them to increase pressure on suppliers, such as the Company. This increased pressure could have an adverse effect on the Company's results of operations in the future.
•	Litigation; Environmental Exposures
	The Company's operations are subject to international, federal, state and local governmental, tax and other laws and regulations, and potentially to claims for various legal, environmental and tax matters. The Company is currently a party in various litigation matters. While the Company carries liability insurance, which it believes to be appropriate to its businesses, and has provided reserves for such matters, which it believes to be adequate, an unanticipated liability, arising out of such a litigation matter or a tax or environmental proceeding could have a material adverse effect on the Company's financial condition or results of operations.
	In addition, future events, such as changes in or modifications or interpretations of existing laws and regulations, or enforcement polices, or further investigation or evaluation of the potential health hazards of certain products, may give rise to additional compliance and other costs that could have a material adverse effect on the Company.
•	New Products
	The Company is engaged in a continuous effort to develop new products and processes in all of its product lines. Difficulties, delays or failures in the development, testing, production, marketing or sale of such new products could cause actual results of operations to differ materially from our expected results.
•	Competition; Protection of Intellectual Property
	The Company's ability to compete is based in part upon proprietary knowledge, both patented and unpatented. The Company's ability to achieve anticipated results depends in part on its ability to defend its intellectual property against inappropriate disclosure as well as against infringement. In addition, development by the Company's competitors of new products or technologies that are more effective or less expensive than those the Company offers could have a material adverse effect on the Company's financial condition or results of operations.
•	Risks of Doing Business Abroad
	As the Company expands its operations overseas, it faces increased risks of doing business abroad, including inflation, fluctuation in interest rates and currency exchange rates, changes in applicable laws and regulatory requirements, export and import restrictions, tariffs, nationalization, expropriation, limits on repatriation of funds, civil unrest, terrorism, unstable governments and legal systems, and other factors. Adverse developments in any of these areas could cause actual results to differ materially from historical and expected results.

•		Availability of Raw Materials
		The Company's ability to achieve anticipated results depends in part on having an adequate supply of raw materials for its manufacturing operations, particularly lime and carbon dioxide for the PCC product line, and magnesia and alumina for Refractory operations and on having adequate access to ore reserves of appropriate quality at its mining operations. Unanticipated changes in the costs or availability of such raw materials, or in the Company's ability to have access to its ore reserves, could adversely affect the Company's results of operations.
•	Cyclical Nature of Customers' Businesses
	The majority of the Company's sales are to customers in two industries, paper manufacturing and steel manufacturing, which have historically been cyclical. The Company's exposure to variations in its customers' businesses has been reduced by the diversification of its portfolio of products and services; and by its geographic expansion. Also, the Company has structured some of its long-term satellite PCC contracts to provide a degree of protection against declines in the quantity of product purchased, since the price per ton of PCC generally rises as the number of tons purchased declines. In addition, many of the Company's product lines lower its customers' costs of production or increase their productivity, which should encourage them to use its products. In addition, our Processed Minerals and Specialty PCC product lines are impacted by the domestic building and construction markets. The residential component of this market is experiencing a significant slowdown which could adversely impact growth. However, a sustained economic downturn in one or more of the industries or geographic regions that the Company serves, or in the worldwide economy, could cause actual results of operations to differ materially from historical and expected results.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Set forth below is the location of, and the main customer served by, each of the Company's 53 satellite PCC plants as of December 31, 2007. Generally, the land on which each satellite PCC plant is located is leased at a nominal amount by the Company from the host paper mill pursuant to a lease, the term of which generally runs concurrently with the term of the PCC production and sale agreement between the Company and the host paper mill.

Location	Principal Customer
United States
Alabama, Courtland	International Paper Company
Alabama, Jackson	Boise Cascade LLC
Alabama, Selma	International Paper Company
Arkansas, Ashdown	Domtar Inc.
Florida, Pensacola	Smurfit-Stone Container Corp.
Kentucky, Wickliffe	NewPage Corporation
Louisiana, Port Hudson	Georgia-Pacific Corporation
Maine, Jay	Verso Paper Holdings LLC
Maine, Madison	Madison Paper Industries
Maine, Millinocket	Katahdin Paper Company LLC
Michigan, Quinnesec	Verso Paper Holdings LLC
Minnesota, Cloquet	Sappi Ltd.
Minnesota, International Falls	Boise Cascade Corporation
New York, Ticonderoga	International Paper Company
North Carolina, Plymouth	Domtar Inc.
Ohio, Chillicothe	P.H. Glatfelter Co.
Ohio, West Carrollton	Appleton Papers Inc.
South Carolina, Eastover	International Paper Company
Virginia, Franklin	International Paper Company
Washington, Camas	Georgia-Pacific Corporation
Washington, Longview	Weyerhaeuser Company
Washington, Wallula	Boise Cascade Corporation LLC
Wisconsin, Kimberly	Stora Enso North America Corp.
Wisconsin, Park Falls	Flambeau River Papers LLC
Wisconsin, Wisconsin Rapids	Stora Enso North America Corp.

International
Brazil, Guaiba	Aracruz Celulose S.A.
Brazil, Jacarei	Ahlstrom-VCP Industria de Papeis Especialis Ltda.
Brazil, Luiz Antonio	International Paper do Brasil Ltda.
Brazil, Mucuri	Suzano Papel e Celulose S. A.
Brazil, Suzano	Suzano Papel e Celulose S. A.
Canada, Dryden, Ontario	Domtar Inc.
Canada, St. Jerome, Quebec	Cascades Fine Papers Group Inc.
Canada, Windsor, Quebec	Domtar Inc.
China, Dagang ¹	Gold East Paper (Jiangsu) Company Ltd.
China, Zhenjiang ¹	Gold East Paper (Jiangsu) Company Ltd.
China, Suzhou¹	Gold HuaSheng Paper Company Ltd.
Finland, Äänekoski	M-real Corporation
Finland, Anjalankoski	Myllykoski Paper Oy
Finland, Tervakoski	Trierenberg Holding
France, Alizay	M-real Corporation
France, Docelles	UPM Corporation
France, Saillat Sur Vienne	International Paper Company
Germany, Schongau	UPM Corporation
Indonesia, Perawang¹	PT Indah Kiat Pulp and Paper Corporation
Japan, Shiraoi¹	Nippon Paper Group Inc.
Malaysia, Sipitang	Sabah Forest Industries Sdn. Bhd.
Mexico, Chihuahua	Copamex, S.A. de C.V.
Poland, Kwidzyn	International Paper - Kwidzyn, S.A
Portugal, Figueira da Foz¹	Soporcel - Sociedade Portuguesa de Papel, S.A.
Slovakia, Ruzomberok	Mondi Business Paper SCP
South Africa, Merebank¹	Mondi Paper Company Ltd.
Thailand, Namphong	Phoenix Pulp & Paper Public Co. Ltd.
Thailand, Tha Toom¹	Advance Agro Public Co. Ltd.

^{1These plants are owned through joint ventures.}

The Company also owned at December 31, 2007, 10 plants engaged in the mining, processing and/or production of lime, limestone, precipitated calcium carbonate and talc, and owned or leased approximately 20 refractory manufacturing facilities worldwide. The Company's corporate headquarters, sales offices, research laboratories, plants and other facilities are owned by the Company except as otherwise noted. Set forth below is certain information relating to the Company's plants and office and research facilities:

Location	Facility	Product Line
United States
Arizona, Pima County	Plant; Quarry¹	Limestone
California, Lucerne Valley	Plant; Quarry	Limestone
Connecticut, Canaan	Plant; Quarry	Limestone, Metallurgical Wire/Calcium
Indiana, Mt. Vernon	Plant⁴	Talc/Limestone
Indiana, Portage	Plant	Refractories/Shapes
Louisiana, Baton Rouge	Plant	Monolithic Refractories
Massachusetts, Adams	Plant; Quarry	Limestone, Lime, PCC
Montana, Dillon	Plant; Quarry	Talc
New Jersey, Old Bridge	Plant	Monolithic Refractories
New York, New York	Headquarters²	All Company Products
Ohio, Bryan	Plant	Monolithic Refractories
Ohio, Dover	Plant	Monolithic Refractories/Shapes
Ohio, Wellsville	Plant⁴	Talc/Limestone
Ohio, Woodville	Plant⁴	Synsil^® Products
Pennsylvania, Bethlehem	Administrative Office; Research laboratories; Sales Offices	PCC, Lime, Limestone, Talc
Pennsylvania, Easton	Administrative Office; Research laboratories; Plant; Sales Offices	All Company Products
Pennsylvania, Slippery Rock	Plant; Sales Offices	Monolithic Refractories/Shapes
South Carolina, Chester	Plant⁴	Synsil^® Products

Location	Facility	Product Line
Texas, Bay City	Plant	Talc
Texas, Cleburne	Plant⁴	Synsil^® Products

International
Australia, Carlingford	Sales Office²	Monolithic Refractories
Belgium, Brussels	Sales Office²/Administrative Office	Monolithic Refractories/PCC
Brazil, Sao Jose dos Campos	Sales Office²	PCC/Monolithic Refractories
China, Shanghai	Administrative Office/Sales Office	PCC/Monolithic Refractories
China, Suzhou	Plant/Sales Office/Research laboratories	Monolithic Refractories/PCC
Finland, Kaarina	Research Laboratory²	PCC
Germany, Moers	Plant/Sales Office/Research laboratories	Laser Scanning Instrumentation/ Probes/Monolithic Refractories
Germany, Walsum	Plant	PCC
Holland, Hengelo	Plant/Sales Office	Metallurgical Wire
Ireland, Cork	Plant; Administrative Office²/Research laboratories	Monolithic Refractories
Italy, Brescia	Sales Office; Plant	Monolithic Refractories/Shapes
Japan, Gamagori	Plant/Research laboratories	Monolithic Refractories/Shapes, Calcium
Japan, Tokyo	Sales Office	Monolithic Refractories
Mexico, Gomez Palacio	Plant²/Sales Office	Monolithic Refractories
Singapore	Sales Office²	PCC
Spain, Santander	Plant/Sales Office²	Monolithic Refractories
South Africa, Pietermaritzburg	Plant/Sales Office	Monolithic Refractories
South Korea, Seoul	Sales Office²	Monolithic Refractories
South Korea, Yangsan	Plant³	Monolithic Refractories
Turkey, Gebze a	Plant/Research Laboratories	Monolithic Refractories/Shapes/ Application Equipment
Turkey, Istanbul	Administrative Office/Sales Office	Monolithic Refractories
Turkey, Kutahya	Plant	Monolithic Refractories/Shapes
United Kingdom, Lifford	Plant	PCC, Lime
United Kingdom, Rotherham	Plant/Sales Office	Monolithic Refractories/Shapes

^{1 This plant is leased to another company.²Leased by the Company. The facilities in Cork, Ireland, are
operated pursuant to a 99-year lease, the term of which commenced in 1963. The
Company's headquarters in New York, New York, are held under a lease which
expires in 2010.³This plant is owned through a joint venture.⁴These plants are held for sale and are included in discontinued
operations.

     The Company believes that its facilities, which are of
varying ages and are of different construction types, have been satisfactorily
maintained, are in good condition, are suitable for the Company's operations and
generally provide sufficient capacity to meet the Company's production
requirements. Based on past loss experience, the Company believes it is
adequately insured with respect to these assets and for liabilities which are
likely to arise from its operations.

Item 3.   Legal Proceedings

     Certain of the Company's subsidiaries are among numerous
defendants in a number of cases seeking damages for exposure to silica or to
asbestos containing materials. The Company currently has 310 pending silica
cases and 26 pending asbestos cases. To date, 1155 silica cases and 1 asbestos
case have been dismissed. Most of these claims do not provide adequate
information to assess their merits, the likelihood that the Company will be
found liable, or the magnitude of such liability, if any. Additional claims of
this nature may be made against the Company or its subsidiaries. At this time
management anticipates that the amount of the Company's liability, if any, and
the cost of defending such claims, will not have a material effect on its
financial position or results of operations.
     The Company has not settled any silica or asbestos
lawsuits to date. We are unable to state an amount or range of amounts claimed
in any of the lawsuits because state court pleading practices do not require
identifying the amount of the claimed damage. The aggregate cost to the Company
for the legal defense of these cases in 2006 was $0.1 million. Costs for the
legal defense of these cases in 2007 were $78,500. Our experience has been that
MTI is not liable to plaintiffs in any of these lawsuits and MTI does not expect
to pay any settlements or jury verdicts in these lawsuits.

10

Environmental Matters

     On April 9, 2003, the Connecticut Department of
Environmental Protection ("DEP") issued an administrative consent order relating
to our Canaan, Connecticut, plant where both our Refractories segment and
Specialty Minerals segment have operations. We agreed to the order, which
includes provisions requiring investigation and remediation of contamination
associated with historic use of polychlorinated biphenyls ("PCBs") at a portion
of the site. The following is the present status of the remediation efforts:

•

Building Decontamination. We have completed the
investigation of building contamination and submitted a report
characterizing the contamination. We are awaiting review and approval of
this report by the regulators. Based on the results of this investigation,
we believe that the contamination may be adequately addressed by means of
encapsulation through painting of exposed surfaces, pursuant to the
Environmental Protection Agency's ("EPA") regulations and have accrued such
liabilities as discussed below. However, this conclusion remains uncertain
pending completion of the phased remediation decision process required by
the regulations.

•

Groundwater. We are still conducting investigations
of potential groundwater contamination. To date, the results of
investigation indicate that there is some oil contamination of the
groundwater. We are conducting further investigations of the groundwater.

•

Soil. We have completed the investigation of soil
contamination and submitted a report characterizing contamination to the
regulators. Based on the results of this investigation, we believe that the
contamination may be left in place and monitored, pursuant to a
site-specific risk assessment, which is underway. However, this conclusion
is subject to completion of a phased remediation decision process required
by applicable regulations.

     We believe that the most likely form of remediation will
be to leave existing contamination in place, encapsulate it, and monitor the
effectiveness of the encapsulation.
     We estimate that the cost of the likely remediation
above would approximate $200,000, and that amount has been recorded as a
liability on our books and records.
     The Company is evaluating options for upgrading the
wastewater treatment facilities at its Adams, Massachusetts, plant. This work is
being undertaken pursuant to an administrative Consent Order issued by the
Massachusetts Department of Environmental Protection on June 18, 2002. The Order
required payment of a civil fine in the amount of $18,500, the investigation of
options for ensuring that the facility's wastewater treatment ponds will not
result in discharge to groundwater, and closure of a historic lime solids
disposal area. The Company informed the Massachusetts Department of
Environmental Protection of proposed improvements to the wastewater treatment
system on June 29, 2007, and is committed to implementing the improvements by
June 1, 2012. Preliminary engineering reviews indicate that the estimated cost
of these upgrades to operate this facility beyond 2012 may be between $6 million
and $8 million. The Company estimates that remediation costs would approximate
$500,000, which has been accrued as of December 31, 2007.
     The Company and its subsidiaries are not party to any
other material pending legal proceedings, other than routine litigation
incidental to their businesses.

Item 4.   Submission of Matters to a Vote of Security Holders

     No matters were submitted to a vote of security holders
during the fourth quarter of 2007.

PART II

Item 5.   Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Securities

     The Company's common stock is traded on the New York
Stock Exchange under the symbol "MTX."
     Information on market prices and dividends is set forth
below:

2007 Quarters

First

Second

Third

Fourth

Market Price Range Per Share of Common Stock

High

$

64.00

$

68.39

$

70.64

$

70.91

Low

56.80

62.58

63.07

63.62

Close

62.16

66.95

67.00

66.95

Dividends paid per common share

$

0.05

$

0.05

$

0.05

$

0.05

11

2006 Quarters

First

Second

Third

Fourth

Market Price Range Per Share of Common Stock

High

$

58.93

$

61.27

$

53.40

$

59.31

Low

52.97

51.61

48.01

51.71

Close

58.40

52.00

53.40

58.79

Dividends paid per common share

$

0.05

$

0.05

$

0.05

$

0.05

Equity Compensation Plan Information

Plan Category

Number of securities to be issued upon exercise of
outstanding options

Weighted average exercise price of outstanding options

Number of securities remaining available for future
issuance

Equity compensation plans
approved by security holders

839,715

$

50.51

575,404

Equity compensation plans not
approved by security holders

--

--

--

            Total

839,715

$

50.51

575,404

Issuer Purchases of Equity Securities

Period

Total Number of Shares Purchased

Average Price Paid Per Share

Total Number of Shares Purchased as Part of the Publicly
Announced

Program

Dollar Value of Shares That May Yet be Purchased Under the
Program

October 1 - October 28

--

$

--

930,472

$

25,145,698

October 29 - November 25

108,900

$

67.67

1,039,372

$

17,776,803

November 26 - December 31

192,500

$

66.92

1,231,872

$

4,894,545

            Total

301,400

$

67.19

     On October 26, 2005, the Company's Board of Directors
authorized the Company's management, at its discretion, to repurchase up to $75
million in additional shares over the next three-year period. As of December 31,
2007, the Company repurchased 1,231,872 shares under this program at an average
price of approximately $56.91 per share.
     On October 24, 2007, the Company's Board of Directors
authorized the Company's management to repurchase, at its discretion, up to $75
million of additional shares over the next two-year period. As of December 31,
2007, no shares have been purchased under this program.
     On January 31, 2008, the Company's Board of Directors
declared a regular quarterly dividend on its common stock of $0.05 per share. No
dividend will be payable unless declared by the Board and unless funds are
legally available for payment thereof.
     On February 5, 2008, the last reported sales price on
the NYSE was $60.42 per share. As of February 5, 2008, there were approximately
191 holders of record of the common stock.
     The following graph compares the cumulative 5-year total
return provided shareholders on Minerals Technologies Inc.'s common stock
relative to the cumulative total returns of the S&P 500 index and the S&P MidCap
400 Materials Sector index. An investment of $100 (with reinvestment of all
dividends) is assumed to have been made in our common stock and in each of the
indexes on 12/31/2002 and its relative performance is tracked through
12/31/2007.

12

12/02

12/03

12/04

12/05

12/06

12/07

Minerals Technologies
Inc.

100.00

137.61

155.45

130.68

137.97

157.60

S&P 500

100.00

128.68

142.69

149.70

173.34

182.87

S&P MidCap 400
Materials Sector

100.00

131.04

166.35

185.17

225.15

275.45

The stock price performance included in this graph is not necessarily
indicative of future stock price performance.

13

Item 6.   Selected Financial Data

Dollars in
Millions, Except Per Share Data

Income
Statement Data:

2007

2006

2005

2004

2003

Net sales

$

1,077.7

$

1,023.5

$

956.8

$

889.7

$

785.5

Cost of goods
sold

845.1

798.7

744.0

676.3

588.5

Production margin

232.6

224.8

212.8

213.4

197.0

Marketing and
administrative expenses

104.6

104.6

98.1

93.0

87.5

Research and
development expenses

26.3

27.8

27.0

26.9

22.8

Impairment of
assets

94.1

--

0.3

--

1.1

Restructuring and
other costs

16.0

--

--

1.1

3.3

Acquisition
termination costs

--

--

--

1.0

--

Income (loss)
from operations

(8.5
)

92.4

87.4

91.4

82.3

Non-operating
deductions, net

(3.0
)

(5.9
)

(3.9
)

(4.5
)

(4.9
)

Income (loss) before provision for taxes

(11.5
)

86.5

83.5

86.9

77.4

on income,
minority interests and


discontinued
operations

Provision for
taxes on income

11.3

27.0

25.1

25.1

20.8

Minority
interests

2.9

3.4

1.7

1.7

1.6

Income (loss)
from continuing operations

(25.7
)

56.1

56.7

60.1

55.0

Loss from
discontinued operations, net of tax

(37.8
)

(6.1
)

(3.4
)

(1.5
)

(3.4
)

Cumulative effect
of accounting change

--

--

--

--

(3.4
)

Net income (loss)

$

(63.5
)

$

50.0

$

53.3

$

58.6

$

48.2

Earnings Per
Share

2007

2006

2005

2004

2003

Basic:

Earnings (loss)
per share from continuing operations

$

(1.34
)

$

2.86

$

2.78

$

2.93

$

2.73

Loss per share
from discontinued operations

(1.97
)

(0.31
)

(0.16
)

(0.08
)

(0.17
)

Cumulative effect
of accounting change

--

--

--

--

(0.17
)

     Basic
earnings (loss) per share

$

(3.31
)

$

2.55

$

2.62

$

2.85

$

2.39

Diluted:

Earnings (loss)
per share from continuing operations

$

(1.34
)

$

2.84

$

2.75

$

2.89

$

2.70

Loss per share
from discontinued operations

(1.97
)

(0.31
)

(0.16
)

(0.07
)

(0.17
)

Cumulative effect
of accounting change

--

--

--

--

(0.17
)

     Diluted
earnings (loss) per share

$

(3.31
)
$

2.53

$

2.59

$

2.82

$

2.36

Weighted average
number of common shares outstanding:

       Basic

19,190

19,600

20,345

20,530

20,208

       Diluted

19,190

19,738

20,567

20,769

20,431

Dividends
declared per common share

$

0.20

$

0.20

$

0.20

$

0.20

$

0.10

Balance Sheet
Data:

Working capital

$

306.2

$

199.7

$

145.9

$

242.8

$

216.8

Total assets

1,128.9

1,193.1

1,156.3

1,154.9

1,035.7

Long-term debt

111.0

113.4

40.3

94.8

98.2

Total debt

127.7

203.1

156.9

128.7

131.7

Total
shareholders' equity

751.2

752.6

771.2

799.3

707.4

14

Item 7.   Management's Discussion and Analysis of Financial
Condition and Results of Operations

Income and Expense Items as a Percentage of Net Sales

Year Ended December 31,

2007

2006

2005

Net sales

100.0
%

100.0
%

100.0
%

Cost of goods sold

78.4

78.1

77.8

Production margin

21.6

21.9

22.2

Marketing and administrative expenses

9.7

10.2

10.3

Research and development expenses

2.4

2.7

2.8

Impairment of assets

8.8

--

--

Restructuring charges

1.5

--

--

Income (loss)
from operations

(0.8)

9.0

9.1

Income (loss)
before provision for taxes on income,

minority interests and
discontinued operations

(1.1)

8.5

8.7

Provision for
taxes on income

1.0

2.7

2.6

Minority
interests

0.3

0.3

0.2

Income (loss)
from continuing operations

(2.4)

5.5

5.9

Loss from
discontinued operations

(3.5)

(0.6)

(0.3)


Net income (loss)

(5.9)
%

4.9
%

5.6
%

Executive Summary

     During the third quarter of 2007, the Company completed
an in-depth strategic review of all its operations to determine the Company's
future direction, structure, business portfolios and technologies for improved
financial performance. As a result of this review, the Company realigned its
operations by exiting certain businesses, and consolidating some product lines.
As a result, the Company recorded an impairment of assets charge of $140.9
million, of which $46.8 million was reclassified to discontinued operations. In
addition, in 2007 the Company recorded restructuring and other costs of $18.3
million related to these exit activities, of which $2.3 million was reclassified
to discontinued operations. These restructuring costs were primarily related to
a workforce reduction of approximately 200 employees, or about seven percent of
the Company's global workforce. The major components of the realignment were as
follows:

Synsil^® Products

•

The Company has exited its Synsil^® Products
product line and will sell its Synsil^® Products manufacturing
facilities in Chester, South Carolina, Cleburne, Texas, and the customer
sampling facility in Woodville, Ohio. This resulted in an impairment of
assets charge of approximately $42.2 million, which is included in
discontinued operations.

•
We have concluded that Synsil®,
in its current product form, is not suitable to penetrate a significant
portion of the market previously envisioned. The initial success achieved in
certain market segments proved unsustainable at higher operating/fill rates
for major glass market segments.

Processed Minerals and Specialty PCC

•

The company will realign these product lines, which
consists of four mines and processing facilities in the United States; two
plants in the Midwest that process imported ores; and the Specialty PCC
product line.

•
The two Midwest plants in Mt.
Vernon, Indiana, and Wellsville, Ohio, acquired in 2002, which primarily
process Chinese talc ores, will be held for sale and are included in
discontinued operations. This realignment will result in a change of
direction from diversified product lines that included processing imported
ore to an integrated "mine to market" strategy. The Company recorded
impairment of assets charges of approximately $5.9 million related to the
realignment of the Processed Minerals product line, of which $4.6 million
was included in discontinued operations.

•

Going forward, four fully integrated operations will be
the focus of the "mine to market" strategy, three of which produce ground
calcium carbonate, primarily for the construction and automotive sectors.
These are in Adams, Massachusetts; Canaan, Connecticut; and Lucerne Valley,
California. The fourth facility mines and produces talc in Barretts,
Montana.

15

•

The company also will consolidate its Specialty PCC
operation in the United States. The majority of Specialty PCC customers
serviced from the Brookhaven, Mississippi, facility will be transferred to
the Company's Adams, Massachusetts, plant and the assets at Brookhaven will
be held for sale. This resulted in an impairment of assets charge of
approximately $12.7 million related to the closing of the Brookhaven,
Mississippi facility. The Company will continue to operate its Specialty PCC
facility in Lifford, England.

European Coating PCC

•
The company will modify the
marketing strategy for its coating PCC products and will convert from a
merchant business model to a satellite business model for coating PCC, one
that has proven successful in the past. This has resulted in consolidation
of the coating PCC operations in Europe with the closure of our PCC merchant
facility in Hermalle, Belgium.

•

Current commercial customers have been transferred to our
coating PCC merchant facility in Walsum, Germany, which will also focus on
supporting market development activities for the satellite PCC program. The
Company recorded an impairment of assets charge related to the coating
development program of approximately $58.7 million.

Refractories Segment

•

Due to slower than anticipated rate of market
penetration, the Company has adjusted its strategy for its refractories
business in China. The Company will continue to develop new business there
but will modify the infrastructure to support a more focused marketing
effort. The Company recorded an impairment of assets charge in this segment
of approximately $14.8 million.

Additional Impairments

•

The Pensacola, Florida facility will be dismantled after
final customer commitments have been met in 2008. This resulted in an
impairment of assets charge of $3.7 million. Additional impairment of assets
charges of $2.9 million were also included in the Paper PCC product line.

     As a result of the aforementioned impairment and
restructuring charges, the Company recorded a loss from continuing operations of
$25.7 million or $1.34 per share and a loss from discontinued operations of
$37.8 million or $1.97 per share.

     The Company will continue to focus on innovation and new
product development and other opportunities for continued growth as follows:

•

Increasing our sales of PCC for paper by further
penetration of the markets for paper filling at both freesheet and
groundwood mills;

•

Development of the filler-fiber composite program, to
increase the fill-rate for uncoated freesheet paper, which continues to
undergo large-scale paper machine trials.

•

Further development of the Company's PCC products,
filling and coating, for use in the satellite model.

•

Development of unique calcium carbonates used in the
manufacture of novel biopolymers, an emerging market opportunity.

•

Rapid deployment of value-added formulations of
refractory materials that not only reduce costs but improve performance.

•

Leverage the Company's expertise in crystal engineering,
especially in helping papermakers customize PCC morphologies for specific
paper applications.

•

Continuing our penetration in emerging markets through
our manufacturing facility in China and our recent acquisition in Turkey,
both within the Refractories segment.

•

Further increasing market penetration in the Refractories
segment through development of high-performance products and equipment
systems.

     However, there can be no assurance that we will achieve
success in implementing any one or more of these opportunities.
     We face some significant risks and challenges in the
future:

•

Our success depends in part on the performance of the
industries we serve, particularly papermaking and steel making. Some of our
customers may continue to experience consolidations and shutdowns;

16

•

Consolidations in the paper and steel industries
concentrate purchasing power in the hands of fewer customers, increasing
pricing pressure on suppliers such as Minerals Technologies Inc.;

•

Most of our Paper PCC sales are subject to long-term
contracts that may be terminated pursuant to their terms, or may be renewed
on terms less favorable to us;

•

Our filler-fiber composite technology continues in
development through customer trials, but has yet to be proven on a long-term
commercial scale.

•

We are subject to cost fluctuations on raw materials,
including shipping costs, particularly for magnesia and alumina imported
from China;

•

Our Processed Minerals and Specialty PCC product lines
are highly influenced by the domestic building and construction markets.

•

As we expand our operations abroad we face the inherent
risks of doing business in many foreign countries, including foreign
exchange risk, import and export restrictions, and security concerns.

Results of Operations

Sales
(Dollars in millions)

Net Sales

2007

% of Total Sales

Growth

2006

% of Total Sales

Growth

2005

% of Total Sales

U.S.

$

581.9

54.0

%

(2)
%

$

592.6

57.9
%

5
%

$

566.1

59.2
%

International

495.8

46.0

%

15
%

430.9

42.1
%

10
%

390.7

40.8
%

Net sales

$

1,077.7

100.0

%

5
%

$

1,023.5

100.0
%

7
%

$

956.8

100.0
%

Paper PCC

$

542.0

50.3

%

8
%

$

500.6

48.9
%

9
%

$

460.7

48.1
%

Specialty PCC

60.6

5.6

%

7
%

56.4

5.5
%

1
%

55.6

5.8
%


PCC Products

$

602.6

55.9

%

8
%

$

557.0

54.4
%

8
%

$

516.3

53.9
%

Talc

$

37.3

3.5

%

(4)
%

$

38.9

3.8
%

10
%

$

35.5

3.7
%

GCC

76.7

7.1

%

(4)
%

79.7

7.8
%

3
%

77.2

8.1
%

Processed Minerals Products

$

114.0

10.6

%

(4)
%

$

118.6

11.6
%

5
%

$

112.7

11.8
%

Specialty Minerals Segment

$

716.6

66.5

%

6
%

$

675.6

66.0
%

7
%

$

629.0

65.7
%

Refractory Products

$

290.5

27.0

%

10
%

$

264.6

25.9
%

11
%

$

239.3

25.0
%

Metallurgical
Products

70.6

6.5

%

(15)
%

83.3

8.1
%

(6)
%

88.5

9.3
%

Refractories Segment

$

361.1

33.5

%

4
%

$

347.9

34.0
%

6
%

$

327.8

34.3
%

Net sales

$

1,077.7

100.0

%

5
%

$

1,023.5

100.0
%

7
%

$

956.8

100.0
%

     Worldwide net sales in 2007 increased 5% from the
previous year to $1.078 billion. Foreign exchange had a favorable impact on
sales of $31.4 million or 3 percentage points of growth. Sales in the Specialty
Minerals segment, which includes the PCC and Processed Minerals product lines,
increased 6% to $716.6 million compared with $675.6 million for the same period
in 2006. Sales in the Refractories segment grew 4% over the previous year to
$361.1 million. In 2006, worldwide net sales increased 7% to $1.024 billion from
$956.8 million in the prior year. Specialty Minerals segment sales increased
approximately 7% and Refractories segment sales increased approximately 6% in
2006.
     Worldwide net sales of PCC, which is primarily used in
the manufacturing process of the paper industry, increased 8% to $602.6 million
from $557.0 million in the prior year. Foreign exchange had a favorable impact
on sales of approximately $19.5 million or 4 percentage points of growth.
Worldwide net sales of Paper PCC increased 8% to $542.0 million from $500.6
million in the prior year. Sales growth was attributable to increased selling
prices from the pass-through to customers of raw material cost increases and to
foreign currency. Paper PCC sales volume decreased slightly from the prior year.
Increased PCC volumes at several facilities were more than offset by paper
industry consolidations, primarily in North America. Sales of Specialty PCC grew
7% to $60.6 million from $56.4 million in 2006. This increase was primarily
attributable to improved volumes, particularly in Europe, and to the favorable
effects of foreign currency.
     Worldwide net sales of PCC increased 8% in 2006 to
$557.0 million from $516.3 million in the prior year. Net sales of Paper PCC
increased 9% to $500.6 million while Paper PCC volumes grew 5%. In 2006, sales
growth was achieved in all regions, with the largest growth occurring in Asia
due to the ramp up of two new satellite plants in China. Sales of Specialty PCC
grew 1% in 2006 to $56.4 million from $55.6 million in the prior year.

17

     Net sales of Processed Minerals products in 2007
decreased 4% to $114.0 million from $118.6 million in 2006. GCC products and
talc products both decreased 4% in 2007 to $76.7 million and $37.3 million,
respectively. The decrease in the Processed Minerals product line was primarily
attributable to weakness in the domestic residential construction industry and
the automotive market.
     Net sales of Processed Minerals products in 2006
increased 5% to $118.6 million from $112.7 million in 2005. This increase was
primarily attributable to strong global demand in plastics and healthcare
related markets within the talc product line.
     Net sales in the Refractories segment in 2007 increased
4% to $361.1 million from $347.9 million in the prior year. Foreign exchange had
a favorable impact on sales of $11.9 million or 3 percentage points of sales
growth. Sales from the Turkish acquisition made in late 2006 contributed an
additional 4 percentage points of growth in 2007. Sales of refractory products
and systems to steel and other industrial applications increased 10% to $290.5
million in 2007 from $264.6 million in the prior year. This growth was due to
foreign currency and the Turkish acquisition. Sales of metallurgical products
within the Refractories segment decreased 15% to $70.6 million from $83.3
million in 2006. This decrease was due to lower volumes in all regions of the
world, and lower prices resulting from the reduction in the cost of raw
materials for this product that is traditionally passed through to the
customers.
     Net sales in the Refractories segment in 2006 increased
6% to $347.9 million from $327.8 million in the prior year. Sales of refractory
products and systems increased 11% to $264.6 million in 2006 from $239.3 million
in the prior year. This growth was attributable to increased volume in North
America and Europe. Sales of metallurgical products decreased 6% in 2006 to
$83.3 million from $88.5 million in the prior year. This decline was due to
lower selling prices as raw material cost reductions were passed on to
customers.
     Net sales in the United States decreased approximately
2% to $581.9 million in 2007 and represented approximately 54% of consolidated
net sales. International sales increased approximately 15% to $495.8 million,
due primarily to foreign currency and the acquisition in Turkey.

Operating Costs and
Expenses

(Dollars in millions)

2007

Growth

2006

Growth

2005

Cost of goods sold

$

845.1

6
%

$

798.7

7
%

$

744.0

Marketing and administrative

$

104.6

--
%

$

104.6

7
%

$

98.1

Research and development

$

26.3

(5)
%

$

27.8

3
%

$

27.0

Impairment of assets

$

94.1

*
%

$

--

*
%

$

0.3

Restructuring charges

$

16.0

*
%

$

--

*
%

$

--

*     Percentage not meaningful

     Cost of goods sold in 2007 was 78.4% of sales compared
with 78.1% in the prior year. Our cost of goods sold grew 6% which had an
unfavorable leveraging impact on our 5% sales growth resulting in a 3% increase
in production margin. This unfavorable leveraging occurred in both segments. In
the Specialty Minerals segment, the production margin increased 5% as compared
with 6% sales growth. This segment has been affected by reduced demand in the
Processed Minerals product line and paper machine and paper mill shutdowns which
were partially offset by the recovery of raw material costs and the benefit of
foreign currency. In the Refractories segment, the production margin increased
1% as compared with 4% sales growth. This segment has been affected by lower
margins in the metallurgical product line.
     Cost of goods sold in 2006 was 78.1% of sales compared
with 77.8% of sales in 2005. Production margin grew 6% as compared with 7% sales
growth. This unfavorable leveraging occurred in the Specialty Minerals segment
where production margins increased 2% as compared with 7% sales growth. During
2006, margins in this segment were affected by unrecovered lime cost increases
and paper machine and paper mill shutdowns in the PCC product line, and
unrecovered energy cost increases in the Processed Minerals product line. These
negative factors largely offset the improvements from the ramp-up of our two new
satellite PCC facilities in China, increased demand for PCC, particularly in
North America and Europe, and cost reduction initiatives.
     In the Refractories segment, production margin increased
12% in 2006 over the prior year compared with 6% sales growth. This was
primarily due to improved steel industry conditions in 2006 and cost reduction
initiatives through the reformulation of refractory products and strong demand
for high value products.
     Marketing and administrative costs were $104.6 million
in 2007, the same as the prior year and represented 9.7% of net sales as
compared with 10.2% in the prior year. In 2006, marketing and administrative
expenses increased 7% to $104.6 million from 98.1 million in 2005. This increase
was primarily attributable to increased worldwide infrastructure costs and other
employee benefits, including increased stock option expense of $2.3 million
relating to the adoption of SFAS No. 123 (R).

18

     Research and development expenses decreased 5% in 2007
to $26.3 million and represented 2.4% of net sales. This decrease was a result
of the timing of lower trial activity, primarily in the Paper PCC product line.
In 2006, research and development expenses increased 3% to $27.8 million and
represented 2.7% of net sales.
     The Company initiated a plan to realign its operations
as a result of an in-depth strategic review of all of its operations. This
realignment resulted in impairment of assets charges and restructuring charges
in 2007 as follows:
Impairment of assets charges:

Paper PCC

$

65.3

Specialty PCC

12.7

Total PCC

78.0

Processed Minerals

1.3



Specialty Minerals Segment

79.3

Refractories Segment

14.8

$

94.1

     Restructuring and other costs:

Severance and
other employee benefits

$

13.5

Contract termination costs

1.8

Other exit
costs

0.7

$

16.0

     The restructuring program will result in a reduction of
approximately 200 employees.
     The impairment of assets charge includes a write-down of
an intangible asset of $0.5 million related to customer relationships associated
with a recent acquisition in the Refractories segment.

Income (Loss) from
Operations

(Dollars in millions)

2007

Growth

2006

Growth

2005

Income (loss) from operations

$

(8.5)

(109)
%

$

92.4

6
%

$

87.4

     The Company recorded a loss from operations in 2007 of
$8.5 million as compared with income from operations of $92.4 million in the
prior year. The loss was primarily attributable to the aforementioned impairment
of assets charges and restructuring and other exit costs.
     The Specialty Minerals segment recorded a loss from
operations of $20.0 million as compared with income from operations of $60.5
million in 2006. Included in the loss from operations was an impairment of
assets charge of $79.3 million and restructuring and other exit costs of $11.3
million.
     The Refractories segment recorded income from operations
of $11.5 million in 2007 as compared with $31.9 million in the prior year.
Included in income from operations in 2007 was an impairment of assets charge of
$14.8 million and restructuring and other exit costs of $4.7 million.
     Income from operations in 2006 increased 6% to $92.4
million from $87.4 million in 2005 and was 9.0% of sales as compared with 9.1%
of sales in 2005. In 2006, income from operations for the Specialty Minerals
segment increased 2% to $60.5 million and was 9.0% of its net sales. Operating
income for the Refractories segment increased 13% to $31.9 million and was 9.2%
of its net sales. This was primarily attributable to increased profitability
from refractory products and systems sales, partially offset by a reduction in
profitability in metallurgical products.

Non-Operating Deductions

(Dollars in millions)

2007

Growth

2006

Growth

2005

Non-operating deductions, net

$

(3.0)

(49)
%

$

(5.9)

55
%

$

(3.8)

     Non-operating deductions decreased 49% in 2007 to $3.0
million from $5.9 million in the prior year. This was primarily attributable to
an insurance recovery gains of approximately $3.0 million in 2007, $1.2 million
above prior year. In addition, the Company recorded higher interest income of
$1.3 million over prior year as a result of an increase in cash and cash
equivalents in 2007.

19

     Non-operating deductions increased 55% in 2006 from the
prior year. This increase was primarily due to increased interest expense of
$2.3 million over 2005 due to increased borrowings. In addition, in 2006 we
recognized an insurance settlement gain of approximately $1.8 million for
property damage sustained at one of our facilities. In 2005, we recognized a
litigation settlement gain of $2.1 million.

Provision for Taxes on
Income

(Dollars in millions)

2007

Growth

2006

Growth

2005

Provision for taxes on income

$

11.3

(58)

%

$

27.0

8
%

$

25.1

     The Company recorded a provision for income tax of $11.3
million on a loss before taxes of $11.5 million in 2007. This was primarily
attributable to the restructuring and impairment losses recorded in certain
jurisdictions in which we were unable to record a tax benefit.
     The effective tax rate increased to 31.1% in 2006 as
compared with 30.1% in 2005. This increase was primarily related to a change in
the mix of earnings, an increase in the valuation allowance due to Ohio tax
reform legislation and the impact of FAS 123R.

Minority Interests

(Dollars in millions)

2007

Growth

2006

Growth

2005

Minority interests

$

2.9

(15)
%

$

3.4

100
%

$

1.7

     The decrease in the provision for minority interest in
2007 was primarily related to a reduction in profitability from our consolidated
joint ventures in China. In 2006, we realized improved profitability in China
over lower levels in 2005.

Income (Loss) from
Continuing Operations

(Dollars in millions)

2007

Growth

2006

Growth

2005

Income (loss) from continuing operations

$

(25.7)

(146)
%

$

56.1

(1)
%

$

56.7

     The Company recognized a loss from continuing operations
of $25.7 million in 2007 as compared with income from continuing operations of
$56.1 million in 2006. The loss in 2007 was due to the restructuring and
impairment of assets charges.
     Income from continuing operations decreased 1% in 2006
to $56.1 million. Diluted earnings per common share from continuing operations
increased 3% to $2.84 in 2006 as compared with $2.75 in the prior year due to a
lower share base from the Company's stock repurchase program.

Loss from Discontinued
Operations

(Dollars in millions)

2007

Growth

2006

Growth

2005

Loss from discontinued operations

$

(37.8)

*
%

$

(6.2)

(82)
%

$

(3.4)

*  Percentage not meaningful

     The Company has reflected in discontinued operations its
Synsil^® product line and its two plants in the Midwest that process
imported ores. In 2006, the Company liquidated its wholly-owned subsidiary in
Hadera, Israel and classified such business as discontinued operations.
     The Company recognized a loss from discontinued
operations in 2007 of $37.8 million as compared with a loss of $6.2 million in
the prior year. Included in the 2007 loss from discontinued operations were
pre-tax impairment of assets charges of $46.9 million and restructuring and
other exit costs of $2.3 million. In 2006, the loss from discontinued operations
included foreign currency translation losses of $1.6 million recognized upon
liquidation of the Company's investment in Israel.

Net Income (Loss)

(Dollars in millions)

2007

Growth

2006

Growth

2005

Net income (loss)

$

(63.5)

(227)
%

$

50.0

(6)
%

$

53.3

20

     The Company recorded a net loss of $63.5 million in 2007
as compared with net income of $50.0 million in 2006. The loss in 2007 was
attributable to impairment of assets and restructuring charges in both
continuing operations and discontinued operations.
     Net income decreased 6% in 2006 to $50.0 million.
Earnings per share on a diluted basis decreased 2% to $2.53 per share in 2006 as
compared with $2.59 per share in the prior year.

Outlook

     We are presently experiencing some weakness in certain
primary industries we serve -- paper and construction. There were several paper
machine shutdowns that affected our satellite PCC product line as the paper
industry continues to consolidate and rationalize capacity. In addition, there
is continued softening in the residential construction and automotive markets
which is affecting our Processed Minerals product line. Steel production remains
stable with slow growth in our major markets, North America and Europe. However,
these markets have faced increased competition from other foreign markets in
which the Company has a lower market share. In addition, weakness in the
automotive and construction markets could result in reduced demand for this
sector.
     As a result of realigning and restructuring our
operations, we strengthened the basic foundation of our businesses. We
eliminated under-performing assets and expect to achieve higher returns on
capital and higher rates of profitable growth. However, we are concerned about
the state of the economy and the potential impact it may have on our product
lines.
     In 2008, we plan to focus on the following growth strategies:

•
Continued development and
potential commercial introduction of filler-fiber composite technology for
the paper industry to increase the fill-rates of uncoated freesheet paper.

•
Increase market penetration
of PCC by expanding the satellite model.

•
Emphasize higher value
specialty products and application systems to increase market penetration in
the Refractories segment.

•
Expand regionally into
emerging markets where we have a limited presence and increase our presence
in regional markets where the manufacturing of paper and steel is shifting,
particularly to China and Eastern Europe.

•
Development of unique calcium
carbonates used in the manufacture of biopolymers, an emerging market
opportunity.

•
Continue to improve our cost
competitiveness in all product lines.

•
Explore selective
acquisitions to complement our existing businesses.

     However, there can be no assurances that we will achieve success in
implementing any one or more of these strategies.
     In October 2006, we acquired ASMAS, an Istanbul-based
Turkish producer of refractories based in Istanbul, Turkey. This acquisition
provides our Refractories segment with a strong market position in Turkey, as
well as manufacturing capability which will enable us to service the rapidly
growing markets in the Middle East and Eastern Europe.
    As we continue to expand our operations overseas, we face
the inherent risks of doing business abroad, including inflation, fluctuations
in interest rates and currency exchange rates, changes in applicable laws and
regulatory requirements, export and import restrictions, tariffs,
nationalization, expropriation, limits on repatriation of funds, civil unrest,
terrorism, unstable governments and legal systems and other factors. Some of our
operations are located in areas that have experienced political or economic
instability, including Indonesia, Brazil, Thailand, China and South Africa. In
addition, our performance depends to some extent on that of the industries we
serve, particularly the paper manufacturing, steel manufacturing, and
construction industries.
     Our sales of PCC are predominantly pursuant to long-term
evergreen contracts, initially about ten years in length, with paper companies
at whose mills we operate satellite PCC plants. The terms of many of these
agreements have been extended, generally in connection with an expansion of the
satellite PCC plant. Failure of a number of our customers to renew existing
agreements on terms as favorable to us as those currently in effect could cause
our future sales growth rate to differ materially from our historical growth
rate and, if not renewed, could also result in impairment of the assets
associated with the PCC plant.

Liquidity and Capital Resources

     Cash flows provided from operations in 2007 were used
principally to fund $46.1 million of capital expenditures, to repay short-term
debt of $78.2 million and to repurchase $25.3 million of common shares for
treasury. Cash provided from operating activities totaled $179.7 million in 2007
as compared with $135.6 million in 2006. The increase in cash from operating
21

activities was primarily due to an improvement in working
capital, as compared to the prior year. Our accounts receivable declined despite
a 5% increase in sales, and our days of sales outstanding decreased to 55 days
from 59 days in the prior year. Our inventories also declined from the prior
year resulting in a reduction of days of inventory on hand from 56 days to 46
days. Included in cash flow from operations was pension plan funding of
approximately $24.1 million, $22.3 million and $12.9 million for the years ended
December 31, 2007, 2006 and 2005, respectively.
     On October 26, 2005, our Company's Board of Directors
authorized the Company's management, at its discretion, to repurchase up to $75
million in additional shares over the next three-year period. As of December 31,
2007, the Company had repurchased 1,231,872 shares under this program at an
average price of approximately $56.91 per share.
     On October 24, 2007, the Company's Board of Directors
authorized the Company's management to repurchase, at its discretion, up to $75
million of additional shares over the next two-year period. As of December 31,
2007, no shares have been purchased under this program.
     On January 31, 2008, our Board of Directors declared a
regular quarterly dividend on our common stock of $0.05 per share. No dividend
will be payable unless declared by the Board and unless funds are legally
available for payment.
     We have $187.6 million in uncommitted short-term bank
credit lines, of which $9.1 million was in use at December 31, 2007. We
anticipate that capital expenditures for 2008 should approximate $75 million,
principally related to the construction of PCC plants and other opportunities
that meet our strategic growth objectives. We expect to meet our other long-term
financing requirements from internally generated funds, uncommitted bank credit
lines and, where appropriate, project financing of certain satellite plants. The
aggregate maturities of long-term debt are as follows: 2008 - $7.2 million; 2009
- - $8.8 million; 2010 - $4.6 million; 2011 - $-- million; 2012 - $8.0; thereafter
- - $89.6 million.
     The Company has contingent obligations associated with
unrecognized tax benefits, including interest and penalties, of approximately
$13.3 million.

Critical Accounting Policies

     Our discussion and analysis of our financial condition
and results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with U.S. generally accepted accounting
principles. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities.
     On an ongoing basis, we evaluate our estimates and
assumptions, including those related to revenue recognition, allowance for
doubtful accounts, valuation of inventories, valuation of long-term assets,
goodwill and other intangible assets, pension plan assumptions, income taxes,
asset retirement obligations, income tax valuation allowances and litigation and
environmental liabilities. We base our estimates on historical experience and on
other assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that can not readily be determined from other sources.
There can be no assurance that actual results will not differ from those
estimates.
     We believe the following critical accounting policies
require us to make significant judgments and estimates in the preparation of our
consolidated financial statements:

•

Revenue recognition: Revenue from sale of products is
recognized at the time the goods are shipped and title passes to the
customer. In most of our PCC contracts, the price per ton is based upon the
total number of tons sold to the customer during the year. Under those
contracts, the price billed to the customer for shipments during the year is
based on periodic estimates of the total annual volume that will be sold to
the customer. Revenues are adjusted at the end of each year to reflect the
actual volume sold. There were no significant revenue adjustments in the
fourth quarter of 2007 and 2006, respectively. We have consignment
arrangements with certain customers in our Refractories segment. Revenues
for these transactions are recorded when the consigned products are consumed
by the customer. Revenues from sales of equipment are recorded upon
completion of installation and receipt of customer acceptance. Revenues from
services are recorded when the services are performed.

•

Allowance for doubtful accounts: Substantially all of our
accounts receivable are due from companies in the paper, construction and
steel industries. Accounts receivable are reduced by an allowance for
amounts that may become uncollectible in the future. Such allowance is
established through a charge to the provision for bad debt expenses. We
recorded bad debt expenses (recoveries) of $(0.1) million, $0.4 million and
$(0.5) million in 2007, 2006 and 2005, respectively. In addition to specific
allowances established for bankrupt customers, we also analyze the
collection history and financial condition of our other customers
considering current industry conditions and determine whether an allowance
needs to be established or adjusted.

22

•

Property, plant and equipment, goodwill, intangible and
other long-lived assets: Property, plant and equipment are depreciated over
their useful lives. Useful lives are based on management's estimates of the
period that the assets can generate revenue, which does not necessarily
coincide with the remaining term of a customer's contractual obligation to
purchase products made using those assets. Our sales of PCC are
predominately pursuant to long-term evergreen contracts, initially ten years
in length, with paper mills at which we operate satellite PCC plants. The
terms of many of these agreements have been extended, often in connection
with an expansion of the satellite PCC plant. Failure of a PCC customer to
renew an agreement or continue to purchase PCC from our facility could
result in an impairment of assets or accelerated depreciation at such
facility.

•

Valuation of long-lived assets, goodwill and other
intangible assets: We assess the possible impairment of long-lived assets
and identifiable amortizable intangibles whenever events or changes in
circumstances indicate that the carrying value may not be recoverable.
Goodwill and other intangible assets with indefinite lives are reviewed for
impairment at least annually in accordance with the provisions of SFAS No.
142. Factors we consider important that could trigger an impairment review
include the following:

•

significant under-performance relative to historical or
projected future operating results;

•

significant changes in the manner of use of the
acquired assets or the strategy for the overall business;

•

significant negative industry or economic trends.

When we determine that the carrying value of intangibles,
long-lived assets or goodwill may not be recoverable based upon the
existence of one or more of the above indicators of impairment, we
principally measure any impairment by our ability to recover the carrying
amount of the assets from expected future operating cash flow on a
discounted basis. Net intangible assets, long-lived assets, and goodwill
amounted to $576.6 million as of December 31, 2007.

•

Accounting for income taxes: As part of the process of
preparing our consolidated financial statements, we are required to estimate
our income taxes in each of the jurisdictions in which we operate. This
process involves estimating current tax expense together with assessing
temporary differences resulting from differing treatments of items for tax
and accounting purposes. These differences result in deferred tax assets and
liabilities, which are included in the consolidated balance sheet. We must
then assess the likelihood that our deferred tax assets will be recovered
from future taxable income, and to the extent we believe that recovery is
not likely, we must establish a valuation allowance. To the extent we
establish a valuation allowance or increase this allowance in a period, we
must include an expense within the tax provision in the Consolidated
Statements of Operations.

The Company accounts for uncertain tax positions in
accordance with FASB Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes" ("FIN 48"), an interpretation of FASB Statement No. 109 ("SFAS
109"). The application of income tax law is inherently complex. Laws and
regulations in this area are voluminous and are often ambiguous. As such, we
are required to make many subjective assumptions and judgements regarding
our income tax exposures. Interpretations of and guidance surrounding income
tax laws and regulations change over time. As such, changes in our
subjective assumptions and judgements can materially affect amounts
recognized in the consolidated balance sheets and statements of operations.
See Note 5 to the condensed consolidated financial statements, "Income
Taxes," for additional detail on our uncertain tax positions.

•

Pension Benefits: We sponsor pension and other retirement
plans in various forms covering the majority of employees who meet
eligibility requirements. Several statistical and actuarial models which
attempt to estimate future events are used in calculating the expense and
liability related to the plans. These models include assumptions about the
discount rate, expected return on plan assets and rate of future
compensation increases as determined by us, within certain guidelines. Our
assumptions reflect our historical experience and management's best judgment
regarding future expectations. In addition, our actuarial consultants also
use subjective factors such as withdrawal and mortality rates to estimate
these assumptions. The actuarial assumptions used by us may differ
materially from actual results due to changing market and economic
conditions, higher or lower withdrawal rates or longer or shorter life spans
of participants, among other things. Differences from these assumptions may
result in a significant impact to the amount of pension expense/liability
recorded by us follows:

       23

A one percentage point change in our major assumptions would
have the following effects:

Effect on Expense

(millions of dollars)

Discount Rate

Salary

Scale

Return on Asset

1% increase

$

(1.8)

$

0.4

$

(1.8)

1% decrease

$

2.1

$

(0.3)

$

1.8

Effect on Projected Benefit Obligation

(millions of dollars)

Discount Rate

Salary

Scale

1% increase

$

(13.6)

$

1.5

1% decrease

$

16.4

$

(1.3)

•

Asset Retirement Obligations: We currently record the
obligation for estimated asset retirement costs at a fair value in the
period incurred. Factors such as expected costs and expected timing of
settlement can affect the fair value of the obligations. A revision to the
estimated costs or expected timing of settlement could result in an
increase or decrease in the total obligation which would change the amount
of amortization and accretion expense recognized in earnings over time.
A one-percent increase or decrease in the discount rate
would change the total obligation by approximately $0.1 million.
A one-percent increase or decrease in the inflation
rate would change the total obligation by approximately $0.3 million.

•

The Company's accounts for stock-based compensation
expense under the provisions of SFAS No. 123R.
The Company uses the Black-Scholes option pricing model
to determine the fair value of stock options on their date of grant. This
model is based upon assumptions relating to the volatility of the stock
price, the life of the option, risk-free interest rate and dividend yield.
Of these, stock price volatility and option life require greater levels of
judgment and are therefore critical accounting estimates.
We used a stock price volatility assumption based upon
the historical implied volatility of the Company's stock. We believe this
is a good indicator of future, actual and implied volatilities. For stock
options granted in the period ended December 31, 2007, the Company used a
volatility of 25.10%.
The expected life calculation was based upon the
observed and expected time to post-vesting forfeiture and exercise. For
stock options granted during the fiscal year ended December 31, 2007, the
Company used a 6.5 year life.
The Company believes the above critical estimates are
based upon outcomes most likely to occur, however, were we to
simultaneously increase or decrease the option life by one year and the
volatility by 100 basis points, recognized compensation expense would have
changed approximately $0.1 million in either direction for the year ended
December 31, 2007.

     For a detailed discussion on the application of these
and other accounting policies, see "Summary of Significant Accounting Policies"
in the "Notes to the Consolidated Financial Statements" in Item 15 of this
report, beginning on page F-6. This discussion and analysis should be read in
conjunction with the consolidated financial statements and related notes
included elsewhere in this report.

Prospective Information and Factors That May Affect Future
Results

     The SEC encourages companies to disclose forward-looking
information so that investors can better understand companies' future prospects
and make informed investment decisions. This report may contain forward-looking
statements that set our anticipated results based on management's plans and
assumptions. Words such as "expects," "plans," "anticipates," and words and
terms of similar substance, used in connection with any discussion of future
operating or financial performance identify these forward-looking statements.
     We cannot guarantee that the outcomes suggested in any
forward-looking statement will be realized, although we believe we have been
prudent in our plans and assumptions. Achievement of future results is subject
to risks, uncertainties and the accuracy of assumptions. Should known or unknown
risks or uncertainties materialize, or should underlying assumptions prove
inaccurate, actual results could vary materially from those anticipated,
estimated or projected. Investors should bear this in

24

mind as they consider forward-looking statements and should
refer to the discussion of certain risks, uncertainties and assumptions in Item
1A, "Risk Factors."

Inflation

     Historically, inflation has not had a material adverse
effect on us. However, in recent years both business segments have been affected
by rapidly rising raw material and energy costs. The Company and its customers
will typically negotiate reasonable price adjustments in order to recover a
portion of these rapidly escalating costs. As the contracts pursuant to which we
construct and operate our satellite PCC plants generally adjust pricing to
reflect increases in costs resulting from inflation, there is a time lag before
such price adjustments can be implemented.

Cyclical Nature of Customers' Businesses

     The bulk of our sales are to customers in the paper
manufacturing, steel manufacturing and construction industries, which have
historically been cyclical. The pricing structure of some of our long-term PCC
contracts makes our PCC business less sensitive to declines in the quantity of
product purchased. However, we cannot predict the economic outlook in the
countries in which we do business, nor in the key industries we serve. There can
be no assurance that a recession, in some markets or worldwide, would not have a
significant negative effect on our financial position or results of operations.

Recently Issued Accounting Standards

     In December 2007, the FASB issued Statement of Financial
Accounting Standards No. 141 (revised 2007), "Business Combinations" ("Statement
No. 141(R)"). Statement No. 141(R) changes the requirements for an acquirer's
recognition and measurement of the assets acquired and the liabilities assumed
in a business combination. Statement No. 141(R) is effective for annual periods
beginning after December 15, 2008 and should be applied prospectively for all
business combinations entered into after the date of adoption.
     In December 2007, the FASB issued Financial Accounting
Standards No. 160, "Noncontrolling Interests in Consolidated Financial
Statements - an amendment of ARB No. 51" ("Statement No. 160"). Statement No.
160 requires (i) that noncontrolling (minority) interests be reported as a
component of shareholders' equity, (ii) that net income attributable to the
parent and to the noncontrolling interest be separately identified in the
consolidated statement of operations, (iii) that changes in a parent's ownership
interest while the parent retains its controlling interest be accounted for as
equity transactions, (iv) that any retained noncontrolling equity investment
upon the deconsolidation of a subsidiary be initially measured at fair value,
and (v) that sufficient disclosures are provided that clearly identify and
distinguish between the interests of the parent and the interests of the
noncontrolling owners.. Statement No. 160 is effective for annual periods
beginning after December 15, 2008 and should be applied prospectively. However,
the presentation and disclosure requirements of the statement shall be applied
retrospectively for all periods presented. The adoption of the provisions of
Statement No. 160 is not anticipated to materially impact the Company's
consolidated financial position and results of operations.
     In September 2006, the FASB issued SFAS No. 157, "Fair
Value Measurements." This Statement defines fair value, establishes a framework
for measuring fair value under generally accepted accounting principles (GAAP),
and expands disclosures about fair value measurements. This Statement will apply
to all other accounting pronouncements that require fair value measurements.
This Statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. The Company expects the adoption of SFAS No. 157 will not have a material
impact on its financial statements.

     In February 2008, the FASB issued FSP FAS 157-1,
"Application of FASB No. 157 to FASB Statement No. 13 and Other Accounting
Pronouncements that Address Fair Value Measurements for Purposes of Lease
Classification or Measurement under Statement 13" and FSP FAS 157-2, "Effective
Date of FASB Statement No. 157." FSP 157-1 excludes fair measurements for
purposes of lease classification or measurement under FASB Statement 13 from the
fair value measurement under FASB Statement 157. FSP 157-2 defers the effective
date of Statement 157 for non-financial assets and non-financial liabilities to
fiscal years beginning after November 15, 2008.
     In November 2006, the Emerging Issues Task Force ("EITF")
reached a consensus on EITF issue 06-10, "Accounting for Deferred Compensation
and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life
Insurance Arrangements." Employers will be required to measure the asset
associated with collateral-assignment split-dollar life insurance based on the
arrangement's terms and to record postretirement benefit liabilities only if the
employer will maintain the life insurance policy during the employee's
retirement or provide the employee with a death benefit. This consensus is
effective for fiscal years beginning after December 15, 2007. The Company is
expects the adoption of SFAS No. 157 will not have a material impact on its
financial statements.

25

     In February 2007, the FASB issued SFAS No. 159, "The
Fair Value Option for Financial Assets and Financial Liabilities." This
Statement allows entities to choose to measure financial instruments and certain
other items at fair value. This Statement is effective for fiscal periods
beginning after November 15, 2007. The Company is expects the adoption of SFAS
No. 157 will not have a material impact on its financial statements.

Item 7A.  Quantitative and Qualitative Disclosures about
Market Risk

     Market risk represents the risk of loss that may impact
our financial position, results of operations or cash flows due to adverse
changes in market prices and foreign currency and interest rates. We are exposed
to market risk because of changes in foreign currency exchange rates as measured
against the U.S. dollar. We do not anticipate that near-term changes in exchange
rates will have a material impact on our future earnings or cash flows. However,
there can be no assurance that a sudden and significant change in the value of
foreign currencies would not have a material adverse effect on our financial
condition and results of operations. Approximately 50% of our bank debt bears
interest at variable rates; therefore our results of operations would only be
affected by interest rate changes to such bank debt outstanding. An immediate
10% change in interest rates would not have a material effect on our results of
operations over the next fiscal year.
     We do not enter into derivatives or other financial
instruments for trading or speculative purposes. When appropriate, we enter into
derivative financial instruments, such as forward exchange contracts and
interest rate swaps, to mitigate the impact of foreign exchange rate movements
and interest rate movements on our operating results. The counterparties are
major financial institutions. Such forward exchange contracts and interest rate
swaps would not subject us to additional risk from exchange rate or interest
rate movements because gains and losses on these contracts would offset losses
and gains on the assets, liabilities, and transactions being hedged. We had open
forward exchange contracts to purchase approximately $5.3 million and $4.7
million of foreign currencies as of December 31, 2007 and 2006, respectively.
These contracts mature between January and July of 2008. The fair value of these
instruments at both December 31, 2007 and December 31, 2006 was a liability of
$0.1 million.

Item 8.   Financial Statements and Supplementary Data

     The financial information required by Item 8 is
contained in Item 15 of Part IV of this report.

Item 9.   Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

     None.

Item 9A.  Controls and Procedures

Disclosure Controls and Procedures

     The Company's management, under the supervision and with
the participation of the Company's Chief Executive Officer and Chief Financial
Officer, carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures as of the end of
the period covered by this report pursuant to Exchange Act Rule 13a -15. The
Company's disclosure controls and procedures are designed to ensure that
information required to be disclosed is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms. Based upon
this evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures (as defined in
Rules 13(a)-15(b) under the Securities Exchange Act of 1934) were effective in
ensuring that material information required to be disclosed by the Company in
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported on a timely basis.
     Pursuant to Section 404 of the Sarbanes-Oxley Act of
2002, we have included a report of management's assessment of the design and
operating effectiveness of our internal controls as part of this report.
Management's report is included in our consolidated financial statements
beginning on page F-1 of this report under the captions entitled "Management's
Report on Internal Control Over Financial Reporting."
     The Company is in the process of implementing a global
enterprise resource planning ("ERP") system to manage our business operations.
As of December 31, 2007, all of our domestic locations were using the new
systems. The worldwide implementation is expected to be completed over the next
few years and involves changes in systems that include internal controls.
Although the transition has proceeded to date without material adverse effects,
the possibility exists that the migration to the new ERP system could adversely
affect the Company's disclosure controls and procedures or our results of
operations in future periods. We are reviewing each system as it is being
implemented and the controls affected by the implementation of the new systems,
and are making appropriate changes to affected internal controls as we implement
the new systems. We believe that the controls as modified are appropriate and
functioning effectively.

26

Changes in Internal Control Over Financial Reporting

     There was no change in the Company's internal control
over financial reporting during the most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

Item 9B.  Other Information

     None.

PART III

Item 10.  Directors, Executive Officers and Corporate Governance

     Set forth below are the names and ages of all Executive Officers of the
Registrant indicating all positions and offices with the Registrant held by each
such person, and each such person's principal occupations or employment during
the past five years.

Name

Age

Position

Joseph M. Muscari

61

Chairman of the Board and Chief Executive Officer

D. Randy Harrison

56

Senior Vice President,
Organization and Human Resources

Kenneth L. Massimine

58

Senior Vice President and
Managing Director, Paper PCC

John A. Sorel

60

Senior Vice President - Finance,
and Chief Financial Officer

William J.S. Wilkins

51

Senior Vice President and
Managing Director, Minteq International

Michael A. Cipolla

50

Vice President - Corporate
Controller and Chief Accounting Officer

Douglas T. Dietrich

38

Vice President, Corporate
Development and Treasury

Kirk G. Forrest

56

Vice President, General Counsel
and Secretary

William A. Kromberg

62

Vice President, Taxes

D.J. Monagle, III

45

Vice President and Managing
Director, Performance Minerals

     Joseph C. Muscari was elected Chairman of the Board and Chief Executive Officer effective March 1, 2007. Prior to that he
was Executive Vice President and Chief Financial Officer of Alcoa Inc. He has
served as a member of the Board of Directors since 2005.
     D. Randy Harrison was elected Vice President -
Organization and Human Resources effective January 1, 2008. Prior to that he had
been Vice President and Managing Director, Performance Minerals since January
2002.
     Kenneth L. Massimine was elected Senior Vice President
and Managing Director, Paper PCC, effective January 1, 2002. Prior to that he
held positions of increasing authority with the Company, most recently Vice
President and Managing Director, Processed Minerals.
     John A. Sorel was elected Senior Vice President, Finance
and Chief Financial Officer in November 2002. Prior to that time he was elected
Senior Vice President, Corporate Development and Finance on January 1, 2002 and
prior to 2002 he held positions of increasing authority with the Company, most
recently Vice President and Managing Director, Paper PCC.
     William J.S. Wilkins was elected Senior Vice President
and Managing Director, Minteq International in November 2007. He joined the
Company in June 2007 as Vice President, Global Supply Chain and Logistics. Prior
to that he had founded Management Services, a consulting firm. Before starting
his consultancy, he was President and Chief Executive Officer of Sermatech
International Inc.; Vice President and Chief Financial Officer of the Teleflex
Aerospace Group; and head of finance and administration at Hownet Castings, a
business unit of Alcoa, which he joined in 1994.
     Michael A. Cipolla was elected Vice President -
Controller and Chief Accounting Officer in July 2003. Prior to that he served as
Corporate Controller and Chief Accounting Officer of the Company since 1998.
From 1992 to 1998 he served as Assistant Corporate Controller.
     Douglas T. Dietrich was elected Vice President,
Corporate Development and Treasury effective August 2007. Prior to that he had
been Vice President, Alcoa Wheel Products since 2006 and President, Latin
America Extrusions and Global Rod and Bar Products since 2002.
Kirk G. Forrest was elected Vice President - General Counsel
and Secretary effective January 26, 2005. Prior to that, Mr. Forrest had been
Vice President and General Counsel at SAM'S CLUB, and a Corporate Vice President
of its parent company, Wal-Mart Stores, Inc. and Associate General Counsel at
The Williams Companies, which he joined in 1998.
27


     William A. Kromberg has served as Vice President-Taxes
of the Company since 1993.
     D.J. Monagle, III was elected Vice President and
Managing Director, Performance Minerals, which encompasses the Processed
Minerals product line and the Specialty PCC product line, effective January 1,
2008. Prior to that he had been Vice President, Americas, Paper PCC.
     The information concerning the Company's Board of
Directors required by this item is incorporated herein by reference to the
Company's Proxy Statement, under the caption "Committees of the Board of
Directors."
     The information regarding compliance with Section 16(a)
of the Securities Exchange Act of 1934 required by this Item is incorporated
herein by reference to the Company's Proxy Statement, under the caption "Section
16(a) Beneficial Ownership Reporting Compliance."
     The Board has established a code of ethics for the Chief
Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer
entitled "Code of Ethics for the Senior Financial Officers," which is available
on our website, www.mineralstech.com, under the links entitled "Corporate
Responsibility, Corporate Governance and Policies and Charters."

Item 11.  Executive Compensation

     The information appearing in the Company's Proxy
Statement under the caption "Compensation of Executive Officers" is incorporated
herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

     The information appearing in the Company's Proxy
Statement under the caption "Security Ownership of Certain Beneficial Owners and
Management and Related Stockholders Matters as of January 31, 2008" is
incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions, and
Director Independence

     The information appearing in the Company's Proxy
Statement under the caption "Certain Relationships and Related Transactions" is
incorporated herein by reference.
     Under the terms of certain agreements entered into in
connection with the Company's initial public offering in 1992, Pfizer Inc
("Pfizer") and its wholly-owned subsidiary Quigley Company, Inc. ("Quigley")
agreed to indemnify the company against certain liabilities being retained by
Pfizer and its subsidiaries including, but not limited to, pending lawsuits and
claims, and any lawsuits or claims brought at any time in the future alleging
damages or injury from the use, handling of or exposure to any product sold by
Pfizer's specialty minerals business prior to the closing of the initial public
offering.
     Pfizer and Quigley also agreed to indemnify the Company
against any liability arising from claims for remediation, as defined in the
Agreement, of on-site environmental conditions relating to activities prior to
the closing of the initial public offering. Further, Pfizer and Quigley agreed
to indemnify the Company for 50% of the liabilities in excess of $1 million up
to $10 million in liabilities that may have arisen or accrued within ten years
after the closing of the initial public offering with respect to such
remediation of on-site conditions. The Company is responsible for the first $1
million of such liabilities, 50% of all such liabilities in excess of $1 million
up to $10 million, and all such liabilities in excess of $10 million. The
Company had asserted to Pfizer and Quigley a number of indemnification claims
pursuant to this agreement during the ten-year period following the closing of
the initial public offering. On January 30, 2006, Pfizer and the Company agreed
to settle those claims, along with certain other potential environmental
liabilities of Pfizer, in consideration of a payment by Pfizer of $4.5 million.
Such payment was recorded as additional paid-in capital, net of its related tax
effect.

Item 14.  Principal Accountant Fees and Services

     The information appearing in the Company's Proxy
Statement under the caption "Principal Accountant Fees and Services" is
incorporated herein by reference.

28

PART IV

Item 15.  Exhibits and Financial Statement Schedules

(a)  The following documents are filed as part of this
report:

1.

Financial Statements. The following Consolidated
Financial Statements of Mineral Technologies Inc. and subsidiary companies
and Reports of Independent Registered Public Accounting Firm are set forth
on pages F-2 to F-35.

Consolidated Balance Sheets as of December 31, 2007 and
2006

Consolidated Statements of Operations for the years ended
December 31, 2007, 2006, and 2005

Consolidated Statements of Cash Flows for the years ended
December 31, 2007, 2006 and 2005

Consolidated Statements of Shareholders' Equity for the
years ended December 31, 2007, 2006 and 2005

Notes to the Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm

Management's Report on Internal Control Over Financial
Reporting

2.

Financial Statement Schedule. The following financial
statement schedule is filed as part of this report:

Page

Schedule II -

Valuation and Qualifying Accounts

S-1

     All other schedules for which provision is made in
the applicable accounting regulations of the SEC are not required under the
related instructions or are inapplicable and, therefore, have been omitted.

3.

Exhibits. The following exhibits are filed as part of, or
incorporated by reference into, this report.

3.1

-

Restated Certificate of Incorporation of the Company (1)

3.2

-

By-Laws of the Company as amended and restated effective
May 25, 2005 (5)

3.3

-

Certificate of Designations authorizing issuance and
establishing designations, preferences and rights of Series A Junior
Preferred Stock of the Company (1)

4

-

Rights Agreement, executed effective as of September 13,
1999 (the "Rights Agreement"), between Minerals Technologies Inc. and Chase
Mellon Shareholders Services L.L.C., as Rights Agents, including as Exhibit
B the forms of Rights Certificate and of Election to Exercise (6)

4.1

-

Specimen Certificate of Common Stock (1)

10.1

-

Asset Purchase Agreement, dated as of September 28, 1992,
by and between Specialty Refractories Inc. and Quigley Company Inc. (2)

10.1(a)

-

Agreement dated October 22, 1992 between Specialty
Refractories Inc. and Quigley Company Inc., amending Exhibit 10.1 (3)

10.1(b)

-

Letter Agreement dated October 29, 1992 between Specialty
Refractories Inc. and Quigley Company Inc., amending Exhibit 10.1 (3)

10.2

-

Reorganization Agreement, dated as of September 28, 1992,
by and between the Company and Pfizer Inc (2)

10.3

-

Asset Contribution Agreement, dated as of September 28,
1992, by and between Pfizer Inc and Specialty Minerals Inc. (2)

10.4

-

Asset Contribution Agreement, dated as of September 28,
1992, by and between Pfizer Inc and Barretts Minerals Inc. (2)

10.4(a)

-

Agreement dated October 22, 1992 between Pfizer Inc,
Barretts Minerals Inc. and Specialty Minerals Inc., amending Exhibits 10.3
and 10.4 (3)

10.5

-

Form of Employment Agreement (4), together with schedule
relating to executed Employment Agreements (6) (+)

10.6

-

Form of Severance Agreement, together with schedule
relating to executed Severance Agreements (7) (+)

10.7

-

Company Employee Protection Plan, as amended August 27,
1999 (6) (+)

10.8

-

Company Nonfunded Deferred Compensation and Unit Award
Plan for Non-Employee Directors (4)(+)

10.9

-

2001 Stock Award and Incentive Plan of the Company, as
amended and restated as of December 20, 2005 (7) (+)

10.10

-

Company Retirement Plan, as amended and restated
effective as of January 1, 2006 (4) (+)

10.10(a)

-

First Amendment to the Company's Retirement Plan,
effective as of January 1, 2008 (*) (+)

10.11

-

Company Nonfunded Supplemental Retirement Plan, as
amended effective April 24, 2003 (8) (+)

10.12

-

Company Savings and Investment Plan, as amended and
restated as of September 14, 2007 (*) (+)

10.13

-

Company Nonfunded Deferred Compensation and Supplemental
Savings Plan, as amended effective April 24, 2003 (8) (+)

10.14

-

Company Health and Welfare Plan, effective as of April 1,
2003 and amended and restated as of January 1, 2006 (4)(+)

29

10.15

-

Grantor Trust Agreement, as amended and restated as of
December 23, 2005, between the Company and The Bank of New York, as Trustee
(7)(+)

10.16

-

Note Purchase Agreement, dated as of October 5, 2006,
among the Company, Metropolitan Life Insurance Company and MetLife Insurance
Company of Connecticut with respect to the Company's issuance of $75,000,000
in aggregate principal amount of senior unsecured notes due October 5, 2013
(9)

10.17

-

Indenture, dated July 22, 1963, between the Cork Harbour
Commissioners and Roofchrome Limited (2)

10.18

-

Agreement of Lease, dated as of May 24, 1993, between the
Company and Cooke Properties Inc. (1)

10.19

-

Employment Agreement, dated November 27, 2006, between
the Company and Joseph C. Muscari (10)

21.1

-

Subsidiaries of the Company (*)

23.1

-

Consent of Independent Registered Public Accounting Firm
(*)

31.1

-

Rule 13a-14(a)/15d-14(a) Certification executed by the
Company's principal executive officer (*)

31.2

-

Rule 13a-14(a)/15d-14(a) Certification executed by the
Company's principal financial officer (*)

32

-

Section 1350 Certification (*)

(1)

Incorporated by reference to the exhibit so designated
filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 2003.

(2)

Incorporated by reference to the exhibit so designated
filed with the Company's Registration Statement on Form S-1 (Registration
No. 33-51292), originally filed on August 25, 1992.

(3)

Incorporated by reference to the exhibit so designated
filed with the Company's Registration Statement on Form S-1 (Registration
No. 33-59510), originally filed on March 15, 1993.

(4)

Incorporated by reference to the exhibit so designated
filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 2006.

(5)

Incorporated by reference to the exhibit so designated
filed with the Company's current Report on Form 8-K filed on May 27, 2005.

(6)

Incorporated by reference to the exhibit so designated
filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 2004.

(7)

Incorporated by reference to the exhibit so designated
filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 2005.

(8)

Incorporated by reference to the exhibit so designated
filed with the Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 2003.

(9)

Incorporated by reference to the exhibit 10.1 filed with
the Company's Current Report on Form 8-K filed on October 11, 2006.

(10)

Incorporated by reference to exhibit 10.1 filed with the
Company's Current Report on Form 8-K/A filed on December 1, 2006.

(*)

Filed herewith.

(+)

Management contract or compensatory plan or arrangement
required to be filed pursuant to Item 601 of Regulation S-K.

30

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

By:

/s/Joseph C. Muscari

Joseph C. Muscari

Chairman and Chief Executive Officer

February 27, 2008

     Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on
behalf of the Registrant in the capacities and on the dates indicated:

SIGNATURE

TITLE

DATE

/s/ Joseph C. Muscari

Chairman and Chief Executive Officer

February 27, 2008

Joseph C. Muscari

(principal executive officer)

/s/ John A. Sorel

Senior Vice President-Finance and

February 27, 2008

John A. Sorel

Chief Financial Officer (principal financial officer)

/s/ Michael A. Cipolla

Vice President - Controller and

February 27, 2008

Michael A. Cipolla

Chief Accounting Officer (principal accounting officer)

31

SIGNATURE

TITLE

DATE

/s/ Paula H.J. Cholmondeley

Director

February 27, 2008

Paula H. J. Cholmondeley

/s/ Duane R. Dunham

Director

February 27, 2008

Duane R. Dunham

/s/ Steven J. Golub

Director

February 27, 2008

Steven J. Golub

/s/ Kristina M. Johnson*

Director

February 27, 2008

Kristina M. Johnson

/s/ Michael F. Pasquale

Director

February 27, 2008

Michael F. Pasquale

/s/ John T. Reid

Director

February 27, 2008

John T. Reid

/s/ William C. Stivers

William C. Stivers

Director

February 27, 2008

*By Attorney-in-Fact

32

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

_______________________________________

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Financial
Statements:

Page


Consolidated Balance
Sheets as of December 31, 2007 and 2006

F-2

Consolidated
Statements of Operations for the years ended December 31, 2007, 2006, and
2005

F-3

Consolidated
Statements of Cash Flows for the years ended December 31, 2007, 2006, and
2005

F-4

Consolidated
Statements of Shareholders' Equity for the years ended December 31, 2007,
2006 and 2005

F-5

Notes to
Consolidated Financial Statements

F-6

Reports of
Independent Registered Public Accounting Firm

F-33

Management's Report
on Internal Control Over Financial Reporting

F-35

F-1

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(thousands of dollars)



December 31,

2007

2006



Assets

Current assets:


Cash and cash
equivalents

$

128,985

$

67,929

Short-term
investments, at cost which approximates market

9,697

8,380

Accounts
receivable, less allowance for doubtful accounts:


2007 - $3,223;
2006 - $4,550

180,868

188,784


Inventories

103,373

129,894

Prepaid expenses
and other current assets

22,773

16,775

Assets held for
disposal

27,614

--

                                  Total current assets

473,310

411,762

Property, plant
and equipment, less accumulated depreciation and depletion

489,386

652,797

Goodwill

71,964

68,977

Prepaid pension
costs

53,667

25,717

Other assets and
deferred charges

40,566

33,871

                                     Total assets

$

1,128,893

$

1,193,124

Liabilities and Shareholders' Equity

Current
liabilities:

Short-term debt

$

9,518

$

87,644

Current
maturities of long-term debt

7,210

2,063

Accounts payable

66,084

60,963

Income taxes
payable

3,826

9,425

Accrued
compensation and related items

26,714

22,569

Restructuring
liabilities

14,479

--

Other current
liabilities

34,517

29,399

Liabilities of
assets held for disposal

4,801

--

Total current liabilities

167,149

212,063

Long-term debt

111,006

113,351

Accrued pension
and postretirement benefits

42,412

55,419

Deferred taxes on
income

2,539

18,605

Other non-current
liabilities

54,614

41,129

Total liabilities

377,720

440,567

Commitments and
contingent liabilities (Notes 18 and 19)

Shareholders'
equity:

Preferred stock,
without par value; 1,000,000 shares authorized; none issued

--

--

Common stock at
par, $0.10 par value; 100,000,000 shares authorized;

issued 28,539,812
shares in 2007 and 28,102,001 shares in 2006

2,854

2,810

Additional
paid-in capital

294,367

269,101

Retained earnings

802,096

867,512

Accumulated other
comprehensive income (loss)

45,365

(21,248
)

Less common stock
held in treasury, at cost; 9,449,673

shares in 2007
and 9,016,473 shares in 2006

(393,509
)

(365,618
)

Total
shareholders' equity

751,173

752,557

Total liabilities and
shareholders' equity

$

1,128,893

$

1,193,124

See Notes to Consolidated Financial Statements, which are an integral part of
these statements.

F-2

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(thousands of dollars, except per share data)

Year Ended December 31,



2007

2006

2005

Net sales

$

1,077,721

$

1,023,544

$

956,827

Cost of goods
sold

845,136

798,730

743,996

Production margin

232,585

224,814

212,831

Marketing and
administrative expenses

104,649

104,633

98,160

Research and
development expenses

26,348

27,753

27,038

Impairment of
assets

94,070

--

265

Restructuring and
other costs

16,017

--

--

Income (loss)
from operations

(8,499
)

92,428

87,368


Interest income

3,083

1,762

1,384

Interest expense

(8,701
)

(8,319
)

(6,042
)

Foreign exchange
gains (losses)

513

(268
)

(450
)

Other income
(deductions)

2,105

955

1,279

Non-operating
deductions, net

(3,000
)

(5,870
)

(3,829
)

Income (loss)
before provision for

taxes
on income, minority interests and discontinued operations

(11,499
)

86,558

83,539

Provision for
taxes on income

11,266

26,992

25,157

Minority
interests

2,904

3,441

1,732

Income (loss)
from continuing operations

(25,669
)

56,125

56,650

Loss from
discontinued operations, net of tax

(37,845
)

(6,174
)

(3,386
)

Net income

$

(63,514
)

$

49,951

$

53,264

Earnings per
share:

Basic:

Income (loss)
from continuing operations

$

(1.34
)

$

2.86

$

2.78

Loss from
discontinued operations

(1.97
)

(0.31
)

(0.16
)


Basic earnings (loss) per
share

$

(3.31
)

$

2.55

$

2.62

Diluted:

Income (loss)
from continuing operations

$

(1.34
)

$

2.84

$

2.75

Loss from
discontinued operations

(1.97
)

(0.31
)

(0.16
)


Diluted earnings (loss) per
share

$

(3.31
)

$

2.53

$

2.59

See Notes to Consolidated Financial Statements, which are an integral part of
these statements.

F-3

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(thousands of dollars)

Year Ended December 31,

2007

2006

2005

Operating
Activities

Net income (loss)

$

(63,514
)

$

49,951

$

53,264

Loss from
discontinued operations

(37,845
)

(6,174
)

(3,386
)

Income (loss) from
continuing operations

(25,669
)

56,125

56,650

Adjustments to
reconcile income (loss) from continuing operations

to net cash provided by operating activities:

Depreciation, depletion and
amortization

84,565

80,535

71,777

Impairment of assets

94,070

--

265

Loss on disposal of property,
plant and equipment

1,639

839

1,198

Deferred income taxes

(15,148
)

4,345

6,328

Provisions for bad debts

(49
)

377

(518
)

Stock-based compensation

4,196

4,015

2,066

Other

2,729

3,475

2,124

Changes in operating
assets and liabilities, net of effects of acquisitions:


Accounts receivable

15,281

5,148

(33,553
)

Inventories

15,223

(2,744
)

(16,638
)

Prepaid expenses and other
current assets

(923
)

2,951

280

Pension plan funding

(24,050
)

(22,348
)

(12,874
)

Accounts payable

4,049

(6,268
)

7,224

Restructuring liabilities

14,479

--

--

Income taxes payable

3,956

3,040

(6,080
)

Tax benefits related to stock
incentive programs

2,649

590

2,138

Other

4,227

8,885

(419
)

Net cash provided by
continuing operations

181,224

138,965

79,968

Net cash used in
discontinued operations

(1,533
)

(3,366
)

(1,451
)

Net cash provided by
operations

179,691

135,599

78,517

Investing
Activities

Purchases of
property, plant and equipment

(46,072
)

(57,426
)

(94,542
)

Purchases of
short-term investments

(14,798
)

(12,590
)

(2,350
)

Proceeds from sales
of short-term investments

14,147

6,440

7,200

Proceeds from
disposal of property, plant and equipment

354

675

311

Proceeds from
insurance settlement

3,000

2,398

--

Acquisition of
businesses, net of cash acquired

--

(32,416
)

(3,170
)

Net cash used in
investing activities - continuing operations

(43,369
)

(92,919
)

(92,551
)

Net cash used in
investing activities - discontinued operations

(3,376
)

(27,733
)

(16,997
)

Net cash used in
investing activities

(46,745
)

(120,652
)

(109,548
)

Financing
Activities

Proceeds from
issuance of long-term debt

7,741

75,000

--

Repayment of
long-term debt

(5,411
)

(53,754
)

(3,825
)

Net proceeds from
issuance (repayment) of short-term debt

(78,206
)

24,797

32,847

Purchase of common
shares for treasury

(25,339
)

(53,372
)

(47,618
)

Cash dividends paid

(3,845
)

(3,911
)

(4,070
)

Proceeds from
issuance of stock under option plan

17,953

3,741

8,747

Excess tax benefits
related to stock incentive programs

889

152

--

Indemnification
proceeds from former parent company

--

4,500

--

Debt issuance costs

--

(190
)

--

Net cash used in
financing activities

(86,218
)

(3,037
)

(13,919
)

Effect of exchange
rate changes on cash and cash equivalents

14,328

4,919

(9,717
)

Net increase
(decrease) in cash and cash equivalents

61,056

16,829

(54,667
)

Cash and cash
equivalents at beginning of year

67,929

51,100

105,767

Cash and cash
equivalents at end of year

$

128,985

$

67,929

$

51,100

Non-cash
Investing and Financing Activities:

Tax liability on
indemnification proceeds from former parent company

$

--

$

1,782

$

--

Property, plant and
equipment additions related to asset retirement obligations

$

--

$

--

$

839

Treasury stock
purchases settled after year-end

$

2,552

$

--

$

--

See Notes to Consolidated Financial Statements, which are an integral part of
these statements.

F-4

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in thousands)

Common Stock Par Value

Additional

Paid-in Capital

Deferred

Compensation

Retained

Earnings

Accumulated

Other

Comprehensive

Income (Loss)

Treasury

Stock at Cost

Total

Balance as of January 1,
2005

$

2,778

$

248,230

$

(2,088
)

$

779,397

$

35,624

$

(264,628
)

$

799,313

Comprehensive income:

Net income

--

--

--

53,264

--

--

53,264

Currency translation
adjustment

--

--

--

--

(43,648
)

--

(43,648
)

Additional minimum liability

--

--

--

--

1,901

--

1,901

Cash flow hedges:

Net derivative losses arising
during the year

--

--

--

--

(118
)

--

(118
)

Reclassification adjustment

--

--

--

--

362

--

362

     Total comprehensive
income

--

--

--

53,264

(41,503
)

--

11,761

Dividends declared

--

--

--

(4,070
)

--

--

(4,070
)

Employee Benefit transactions

22

8,725

--

--

--

--

8,747

Income tax benefit arising
from employee

     stock option plans

--

2,138

--

--

--

--

2,138

Issuance of restricted stock

--

2,066

(2,066
)

--

--

--

--

Amortization of restricted
stock

--

--

891

--

--

--

891

Purchase of common stock for
treasury

--

--

--

--

--

(47,618
)

(47,618
)

Balance as of December 31,
2005

2,800

261,159

(3,263
)

828,591

(5,879
)

(312,246
)

771,162

Comprehensive Income:

Net income

--

--

--

49,951

--

--

49,951

Currency translation
adjustment

--

--

--

--

35,924

--

35,924

Additional minimum liability

--

--

--

--

2,988

--

2,988

Cash flow hedge:

Net derivative losses arising
during the year

--

--

--

--

(62
)

--

(62
)

Reclassification adjustment

--

--

--

--

124

--

124

     Total comprehensive
income

--

--

--

49,951

38,974

--

88,925

Dividends declared

--

--

--

(3,911
)

--

--

(3,911
)

Opening retained earnings
adjustment due

     to adoption of EITF
04-06

--

--

--

(7,119
)

--

--

(7,119
)

Employee Benefit transactions

10

3,731

--

--

--

--

3,741

Income tax benefit arising
from employee

     stock option plans

--

741

--

--

--

--

741

Reclassification of unearned
compensation

--

(3,263
)

3,263

--

--

--

--

Amortization of restricted
stock

--

1,679

--

--

--

--

1,679

Indemnity proceeds, net of
tax

--

2,718

--

--

--

--

2,718

Adjustment to initially apply
SFAS 158,

     net of tax

--

--

--

--

(54,343
)

--

(54,343
)

Stock option expenses

--

2,336

--

--

--

--

2,336

Purchase of common stock for
treasury

(53,372
)

(53,372
)

Balance as of December 31,
2006

2,810

269,101

--

867,512

(21,248
)

(365,618
)

752,557

Comprehensive Income (loss):

Net income (loss)

--

--

--

(63,514
)

--

--

(63,514
)

Currency translation
adjustment

--

--

--

--

48,488

--

48,488

Unamortized gains and prior
service cost

--

--

--

--

18,106

--

18,106

Cash flow hedge:

Net derivative losses arising
during the year

--

--

--

--

(43
)

--

(43
)

Reclassification adjustment

--

--

--

--

62

--

62

     Total comprehensive
income (loss)

--

--

--

(63,514
)

66,613

--

3,099

Dividends declared

--

--

--

(3,845
)

--

--

(3,845
)

Opening retained earnings
adjustment due

--

--

--

--

--

--

--

     to adoption of FIN 48
(Note 5)

--

--

--

1,943

--

--

1,943

Employee benefit transactions

44

17,909

--

--

--

--

17,953

Income tax benefit arising
from employee

     stock option plans

--

3,161

--

--

--

--

3,161

Amortization of restricted
stock

--

1,813

--

--

--

--

1,813

Stock option expenses

--

2,383

--

--

--

--

2,383

Purchase of common stock for
treasury

--

--

--

--

--

(27,891
)

(27,891
)

Balance as of December 31,
2007

$

2,854

$

294,367

$

--

$

802,096

$

45,365

$

(393,509
)

$

751,173

See Notes to Consolidated Financial Statements, which are an integral part of
these statements.

F-5

MINERALS TECHNOLOGIES INC. AND
SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

Note 1.   Summary of Significant Accounting Policies

     Basis of Presentation

     The accompanying consolidated financial statements
include the accounts of Minerals Technologies Inc. (the "Company") and its
wholly and majority-owned subsidiaries. All intercompany balances and
transactions have been eliminated in consolidation.
     Certain reclassifications were made to prior year
amounts to conform with the current year presentation. See Note 4, "Discontinued
Operations" for further information.
     Use of Estimates

     The Company employs accounting policies that are in
accordance with U.S. generally accepted accounting principles and require
management to make estimates and assumptions relating to the reporting of assets
and liabilities and the disclosure of contingent assets and liabilities at the
date of the consolidated financial statements and the reported amounts of
revenue and expenses during the reported period. Significant estimates include
those related to revenue recognition, allowance for doubtful accounts, valuation
of inventories, valuation of long-lived assets, goodwill and other intangible
assets, pension plan assumptions, income tax, valuation allowances, and
litigation and environmental liabilities. Actual results could differ from those
estimates.
     Business

     The Company is a resource- and technology-based company
that develops, produces and markets on a worldwide basis a broad range of
specialty mineral, mineral-based products and related systems and technologies.
The Company's products are used in manufacturing processes of the paper and
steel industries, as well as by the building materials, polymers, ceramics,
paints and coatings, and other manufacturing industries.
     Cash Equivalents and Short-term Investments

     The Company considers all highly liquid investments with
original maturities of three months or less to be cash equivalents. Cash
equivalents amounted to $4.7 million and $4.0 million at December 31, 2007 and
2006, respectively. Short-term investments consist of financial instruments with
original maturities beyond three months. Short-term investments amounted to $9.7
million and $8.4 million at December 31, 2007 and 2006, respectively.
     Trade Accounts Receivable

     Trade accounts receivables are recorded at the invoiced
amount and do not bear interest. The allowance for doubtful accounts is the
Company's best estimate of the amount of probable credit losses in the Company's
existing accounts receivable. The Company determines the allowance based on
historical write-off experience and specific allowances for bankrupt customers.
The Company also analyzes the collection history and financial condition of its
other customers, considering current industry conditions and determines whether
an allowance needs to be established. The Company reviews its allowance for
doubtful accounts monthly. Past due balances over 90 days based on payment terms
are reviewed individually for collectibility. Account balances are charged off
against the allowance after all means of collection have been exhausted and the
potential for recovery is considered remote. The Company does not have any
off-balance-sheet credit exposure related to its customers.
     Inventories

     Inventories are valued at the lower of cost or market.
Cost is determined by the first-in, first-out (FIFO) method.
     Additionally, as required by SFAS No. 151, "Inventory
Costs - an Amendment of ARB No. 43, Chapter 4," items such as idle facility
expense, excessive spoilage, freight handling costs and re-handling costs are
recognized as current period charges. The allocation of fixed production
overheads to the costs of conversion are based upon the normal capacity of the
production facility. Fixed overhead costs associated with idle capacity are
expensed as incurred.
     Property, Plant and Equipment

     Property, plant and equipment are recorded at cost.
Significant improvements are capitalized, while maintenance and repair
expenditures are charged to operations as incurred. The Company capitalizes
interest cost as a component of construction in progress. In general, the
straight-line method of depreciation is used for financial reporting purposes
and accelerated methods are used for U.S. and certain foreign tax reporting
purposes. The annual rates of depreciation are 3% - 6.67% for buildings, 6.67% -
12.5% for machinery and equipment, 8% - 12.5% for furniture and fixtures and
12.5% - 25% for computer equipment and software-related assets. The estimated
useful lives of our PCC production facilities and machinery and equipment
pertaining to our natural stone mining and processing plants and our chemical
plants are 15 years.
     Property, plant and equipment are depreciated over their
useful lives. Useful lives are based on management's estimates of the period
that the assets can generate revenue, which does not necessarily coincide with
the remaining term of a customer's contractual obligation to purchase products
made using those assets. The Company's sales of PCC are predominantly
F-6

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
pursuant to long-term evergreen contracts, initially
ten years in length, with paper mills at which the Company operates satellite
PCC plants. The terms of many of these agreements have been extended, often in
connection with an expansion of the satellite PCC plant. Failure of a PCC
customer to renew an agreement or continue to purchase PCC from a Company
facility could result in an impairment of assets charge or accelerated
depreciation at such facility.
     Depletion of mineral reserves is determined on a
unit-of-extraction basis for financial reporting purposes, based upon proven and
probable reserves, and on a percentage depletion basis of tax purposes.
     Stripping Costs Incurred During Production

     The Company accounts for stripping costs in accordance
with the consensus of Emerging Issues Task Force ("EITF") Issue No. 04-06,
"Accounting for Stripping Costs Incurred During Production in the Mining
Industry." Stripping costs are those costs incurred for the removal of waste
materials for the purpose of accessing ore body that will be produced
commercially. Stripping costs incurred during the production phase of a mine are
variable costs that are included in the costs of inventory produced during the
period that the stripping costs are incurred.
     Accounting for the Impairment of Long-Lived Assets

     The Company accounts for impairment of long-lived assets
in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived assets," and EITF 04-3, "Mining Assets: Impairment and Business
Combinations." SFAS No. 144 establishes a uniform accounting model for
long-lived assets to be disposed of. Long-lived assets are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. If events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable, the Company estimates the undiscounted future cash flows (excluding
interest), resulting from the use of the asset and its ultimate disposition. If
the sum of the undiscounted cash flows (excluding interest) is less than the
carrying value, the Company recognizes an impairment loss, measured as the
amount by which the carrying value exceeds the fair value of the asset,
determined principally using discounted cash flows.
     Goodwill and Other Intangible Assets

     Goodwill represents the excess of purchase price and
related costs over the value assigned to the net tangible and identifiable
intangible assets of businesses acquired. The Company accounts for goodwill and
other intangible assets under SFAS No. 142, "Goodwill and Other Intangible
Assets." Under SFAS No. 142, goodwill and other intangible assets with
indefinite lives are not amortized, but instead tested for impairment at least
annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also
requires that intangible assets with estimable useful lives be amortized over
their respective estimated lives to the estimated residual values, and reviewed
for impairment in accordance with SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets."
     The Company evaluates the recoverability of goodwill
using a two-step impairment test approach at the reporting unit level. In the
first step, the fair value for the reporting unit is compared to its book value
including goodwill. In the case that the fair value of the reporting unit is
less than book value, a second step is performed which compares the fair value
of the reporting unit's goodwill to the book value of the goodwill. The fair
value for the goodwill is determined based on the difference between the fair
values of the reporting unit and the net fair values of the identifiable assets
and liabilities of such reporting unit. If the fair value of the goodwill is
less than the book value, the difference is recognized as an impairment.
     Accounting for Asset Retirement Obligations

     The Company accounts for asset retirement obligations in
accordance with SFAS No. 143, "Accounting for Asset Retirement Obligations" and
under the provisions of FASB Interpretation No. 47, "Accounting for Conditional
Asset Retirement Obligations." SFAS No. 143 establishes the financial accounting
and reporting for obligations associated with the retirement of long-lived
assets and the associated asset retirement costs. This statement requires that
the fair value of a liability for an asset retirement obligation be recognized
in the period in which it is incurred if a reasonable estimate of fair value can
be made. The associated asset retirement costs are capitalized as part of the
carrying amount of the long-lived asset. FASB Interpretation No. 47 includes
legal obligations to perform asset retirement activities where timing or method
of settlement are conditional on future events.
     Fair Value of Financial Instruments

     The recorded amounts of cash and cash equivalents,
receivables, short-term borrowings, accounts payable, accrued interest, and
variable-rate long-term debt approximate fair value because of the short
maturity of those instruments or the variable nature of underlying interest
rates. Short-term investments are recorded at cost, which approximates fair
market value.

F-7

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
     Derivative Financial Instruments

     The Company accounts for derivative financial
instruments which are used to hedge certain foreign exchange risk in accordance
with SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended by SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities." See the Notes on Derivative
Financial Instruments and Hedging Activities and Financial Instruments and
Concentrations of Credit Risk in the Consolidated Financial Statements for a
full description of the Company's hedging activities and related accounting
policies.
     Revenue Recognition

     Revenue from sale of products is recognized at the time
the goods are shipped and title passes to the customer. In most of the Company's
PCC contracts, the price per ton is based upon the total number of tons sold to
the customer during the year. Under those contracts the price billed to the
customer for shipments during the year is based on periodic estimates of the
total annual volume that will be sold to such customer. Revenues are adjusted at
the end of each year to reflect the actual volume sold. The Company also has
consignment arrangements with certain customers in our Refractories segment.
Revenues for these transactions are recorded when the consigned products are
consumed by the customer.
     Revenues from sales of equipment are recorded upon
completion of installation and receipt of customer acceptance. Revenues from
services are recorded when the services have been performed.
     Foreign Currency

     The assets and liabilities of the Company's
international subsidiaries are translated into U.S. dollars using exchange rates
at the respective balance sheet date. The resulting translation adjustments are
recorded in accumulated other comprehensive income (loss) in shareholders'
equity. Income statement items are generally translated at monthly average
exchange rates prevailing during the period. International subsidiaries
operating in highly inflationary economies translate non-monetary assets at
historical rates, while net monetary assets are translated at current rates,
with the resulting translation adjustments included in net income. At December
31, 2007, the Company had no international subsidiaries operating in highly
inflationary economies.
     Income Taxes

     Income taxes are provided for based on the asset and
liability method of accounting pursuant to SFAS No. 109, "Accounting for Income
Taxes." Under SFAS No. 109, deferred tax assets and liabilities are recognized
for the estimated future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates in effect for the year in which those temporary
differences are expected to be recovered or settled. Under SFAS No. 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
     The Company operates in multiple taxing jurisdictions,
both within the U.S. and outside the U.S. In certain situations, a taxing
authority may challenge positions that the Company has adopted in its income tax
filings. The Company regularly assesses its tax position for such transactions
and includes reserves for those differences in position. The reserves are
utilized or reversed once the statute of limitations has expired or the matter
is otherwise resolved.

     The Company accounts for uncertain tax positions in
accordance with FASB Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes" ("FIN 48"), an interpretation of FASB Statement No. 109 ("SFAS
109"). The application of income tax law is inherently complex. Laws and
regulations in this area are voluminous and are often ambiguous. As such, we are
required to make many subjective assumptions and judgements regarding our income
tax exposures. Interpretations of and guidance surrounding income tax laws and
regulations change over time. As such, changes in our subjective assumptions and
judgements can materially affect amounts recognized in the consolidated balance
sheets and statements of income. The Company's accounting policy is to recognize
interest and penalties as part of its provision for income taxes. See Note 5 to
the consolidated financial statements, "Income Taxes," for additional detail on
our uncertain tax positions.
     The accompanying financial statements generally do not
include a provision for U.S. income taxes on international subsidiaries'
unremitted earnings, which are expected to be permanently reinvested overseas.
     Research and Development Expenses

     Research and development expenses are expensed as
incurred.

     Accounting for Stock-Based Compensation

     The Company accounts for share-based compensation in
accordance with SFAS No. 123R, "Share-Based Payment." Under the provisions of
SFAS No. 123R, the Company recognizes compensation expense for share-based
awards based upon the grant date fair value over the vesting period.

F-8

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
     Pension and Post-retirement Benefits

     The Company has defined benefit pension plans covering
the majority of its employees. The benefits are generally based on years of
service and an employee's modified career earnings.
     The Company also provides post-retirement healthcare
benefits for the majority of its retirees and employees in the United States.
The Company measures the costs of its obligation based on its best estimate. The
net periodic costs are recognized as employees render the services necessary to
earn the post-retirement benefits.
     Environmental

     Expenditures that relate to current operations are
expensed or capitalized as appropriate. Expenditures that relate to an existing
condition caused by past operations and which do not contribute to current or
future revenue generation are expensed. Liabilities are recorded when it is
probable the Company will be obligated to pay amounts for environmental site
evaluation, remediation or related costs, and such amounts can be reasonably
estimated.
     Earnings Per Share

     Basic earnings per share have been computed based upon
the weighted average number of common shares outstanding during the period.
     Diluted earnings per share have been computed based upon
the weighted average number of common shares outstanding during the period
assuming the issuance of common shares for all potentially dilutive common
shares outstanding.

Note 2.   Stock-Based Compensation

     The Company has a 2001 Stock Award and Incentive Plan
(the "Plan"), which provides for grants of incentive and non-qualified stock
options, restricted stock, stock appreciation rights, stock awards or
performance unit awards. The Plan is administered by the Compensation Committee
of the Board of Directors. Stock options granted under the Plan generally have a
ten year term. The exercise price for stock options are at prices at or above
the fair market value of the common stock on the date of the grant, and each
award of stock options will vest ratably over a specified period, generally
three years.
     Effective January 1, 2006, the Company adopted the fair
value recognition provisions of SFAS No. 123R, "Share-Based Payments," using the
modified prospective method. Under this transition method, stock-based
compensation expense was recognized in the consolidated financial statements for
stock options granted on and subsequent to January 1, 2006 based on the grant
date fair value estimated in accordance with the provisions of SFAS No. 123R,
and the estimated expense for the portion vesting in the period for options
granted prior to, but not vested as of January 1, 2006, based on the grant date
fair value estimated in accordance with the original provisions of SFAS No. 123.
As provided under the modified prospective method, results for prior periods
have not been restated. The cumulative effect of the adoption of SFAS No. 123R
did not have a significant impact on the financial statements.
     Net income (loss) for years ended 2007 and 2006 include
$2.4 million and $2.3 million pretax compensation costs, respectively, related
to stock option expense as a component of marketing and administrative expenses.
All stock option expense is recognized in income. The related tax benefit
included in the statement of operations on the non-qualified stock options is
$0.6 million and $0.5 million for 2007 and 2006, respectively.
      Prior to the adoption of SFAS No. 123R, all income tax
benefits resulting from the exercise of stock options were presented as
operating cash inflows in the consolidated statements of cash flows. As required
under SFAS No. 123R, the benefits of tax deductions in excess of the tax benefit
of compensation costs recognized or would have been recognized under SFAS No.
123 for those options are classified as financing inflows on the consolidated
statement of cash flows.
      The following table shows the pro forma effects on net
income and earnings per share for the year ended December 31, 2005 had
compensation cost been recognized in accordance with SFAS No. 123, as amended by
SFAS No. 148 "Accounting for Stock-Based Compensation - Transition and
Disclosure."

F-9

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except per share data)

Dec. 31, 2005

Net income, as
reported

$

53.3

Add: Stock-based
employee compensation included


in reported net
income, net of related tax effects

0.6

Deduct: Total
stock-based employee compensation


expense
determined under fair value based

method for all
awards, net of related tax effects

(2.1
)

Pro forma net income

$

51.8

Basic EPS

Net income, as
reported

$

2.62

Pro forma net
income

$

2.54

Diluted EPS

Net income, as
reported

$

2.59

Pro forma net
income

$

2.52

      Disclosures for the periods ended December 31, 2007 and
December 31, 2006 are not presented because the amounts are recognized in the
consolidated financial statements.

Stock Options

     The fair value of options granted is estimated on the
date of grant using the Black-Scholes valuation model. Compensation expense is
recognized only for those options expected to vest, with forfeitures estimated
at the date of grant based on the Company's historical experience and future
expectations. The forfeiture rate assumption used for the period ended December
31, 2007 was approximately 8%.
     The weighted average grant date fair value for stock
options granted during the years ended December 31, 2007, 2006 and 2005 was
$21.61, $18.97 and $24.13, respectively. The weighted average grant date fair
value for stock options vested during 2007 and 2006 was $20.83. The total
intrinsic value of stock options exercised during the years ended December 31,
2007 and 2006 was $9.4 million and $1.8 million, respectively.
      The fair value for stock awards was estimated at the
date of grant using the Black-Scholes option valuation model with the following
weighted average assumptions for the years ended December 31, 2007, 2006 and
2005:

2007

2006

2005

(pro forma)

Expected life (years)

6.5

6.4

7.0

Interest rate

4.50
%

4.63
%

4.36
%

Volatility

25.10
%

24.78
%

28.72
%

Expected dividend yield

0.26
%

0.37
%

0.32
%

     The expected term of the options represents the
estimated period of time until exercise and is based on historical experience of
similar awards, based upon contractual terms, vesting schedules, and
expectations of future employee behavior. The expected stock-price volatility is
based upon the historical volatility of the Company's stock. The interest rate
is based upon the implied yield on U.S. Treasury bills with an equivalent
remaining term. Estimated dividend yield is based upon historical dividends paid
by the Company.

F-10

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

     The following table summarizes stock option activity for
the year ended December 31, 2007:

Shares

Weighted Average Exercise Price Per Share

Weighted Average Remaining Contractual Life (Years)

Aggregate Intrinsic Value (in thousands)

Balance January 1, 2007 77

1,152,069

$

46.44

Granted

146,100

61.19

Exercised

(433,965
)

43.01

Canceled

(24,489
)

55.67

Balance December
31, 2007

839,715

$

50.51

5.03

$

13,805

Exercisable, December 31,
2007

603,787

$

47.20

2.81

$

11,925

     The aggregate intrinsic value above is before applicable
income taxes, based on the Company's closing stock price of $66.95 as of the
last business day of the period ended December 31, 2007 had all options been
exercised on that date. The weighted average intrinsic value of the options
exercised during 2007 and 2006 was $21.70 and $17.48, respectively. As of
December 31, 2007, total unrecognized stock-based compensation expense related
to nonvested stock options was approximately $2.5 million, which is expected to
be recognized over a weighted average period of approximately three years.
     The Company issues new shares of common stock upon the
exercise of stock options.
     Non-vested stock option activity for the year ended
December 31, 2007 is as follows:

Shares

Weighted Average Exercise Price Per Share

Nonvested options outstanding
at December 31, 2006

226,889

$

55.50

Options granted

146,100

61.19

Options vested

(113,583
)

55.47

Options forfeited

(23,478
)

56.09

Nonvested options
outstanding, December 31, 2007

235,928

$

58.98

     The following table summarizes additional information
concerning options outstanding at December 31, 2007:

Options Outstanding

Options Exercisable

Range of

Exercise Prices

Number Outstanding at 12/31/07

Weighted Average Remaining Contractual Term (Years)

Weighted Average Exercise Price

Number Exercisable at 12/31/07

Weighted Average Exercise Price

$

34.825

-

$

44.156

220,629

1.4

$

38.78

220,629

$

38.78

$

46.625

-

$

54.225

417,120

5.5

$

51.53

345,620

$

51.02

$

55.840

-

$

66.000

201,966

8.0

$

61.20

37,538

$

61.47

$

34.825

-

$

66.000

839,715

5.0

$

50.51

603,787

$

47.20

Restricted Stock

     The Company has granted certain corporate officers
rights to receive shares of the Company's common stock under the Company's 2001
Stock Award and Incentive Plan (the "Plan"). The rights will be deferred for a
specified number of years of service, subject to restrictions on transfer and
other conditions. Under the provisions of SFAS No. 123R compensation expense for
these shares is recognized over the vesting period. The Company granted 87,650
shares and 50,300 shares for the periods ended December 31, 2007 and 2006,
respectively. The fair value was determined based on the market value of
unrestricted shares. The discount for the restriction was not significant. As of
December 31, 2007, there was unrecognized stock-based compensation related to
restricted stock of $4.7 million, which will be recognized over approximately
the next three years. The compensation expense amortized with respect to all
units was approximately $2.8 million and $1.7 million for the periods ended
December 31, 2007 and 2006, respectively. In addition, the Company recorded $1.0
million in reversals related to restricted stock forfeitures. Such costs and
reversals are included in marketing and administrative expenses. There were
33,363 restricted stock shares that were vested as of December 31, 2007.

F-11

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
     The following table summarizes the restricted stock activity for the
Plan:

Shares

Weighted Average Grant Date Fair Value

Unvested balance at December
31, 2006

134,800

$

55.61

Granted

87,650

$

61.27

Vested

33,363

$

55.42

Canceled

55,554

$

56.56

Unvested balance at December
31, 2007

133,533

$

58.98

Note 3.   Earnings Per Share (EPS)

(thousand of
dollars, except per share amounts)

2007

2006

2005

Basic EPS

Income (loss) from
continuing operations

$

(25,669
)

$

56,125

$

56,650

Loss from
discontinued operations

(37,845
)

(6,174
)

(3,386
)

Net income (loss)

$

(63,514
)

$

49,951

$

53,264

Weighted average
shares outstanding

19,190

19,600

20,345

Basic earnings
(loss) per share from continuing operations

$

(1.34
)

$

2.86

$

2.78

Basic earnings
(loss) per share from discontinued operations

(1.97
)

(0.31
)

(0.16
)

Basic earnings (loss) per share

$

(3.31
)

$

2.55

$

2.62

Diluted EPS

2007

2006

2005

Income (loss) from
continuing operations

$

(25,669
)

$

56,125

$

56,650

Loss from
discontinued operations

(37,845
)

(6,174
)

(3,386
)

Net income (loss)

$

(63,514
)

$

49,951

$

53,264

Weighted average
shares outstanding

19,190

19,600

20,345

Dilutive effect of
stock options

--

138

222

Weighted average
shares outstanding, adjusted

19,190

19,738

20,567

Diluted earnings
(loss) per share from continuing operations

$

(1.34
)

$

2.84

$

2.75

Diluted earnings
(loss) per share from discontinued operations

(1.97
)

(0.31
)

(0.16
)

Diluted earnings (loss) per
share

$

(3.31
)

$

2.53

$

2.59

     The weighted average diluted common shares outstanding
for the year ended December 31, 2007 excludes the dilutive effect of stock
options and restricted stock, as inclusion of these would be anti-dilutive.
Additionally, options to purchase 154,133 shares and 371,587 shares of common
stock for the years ended December 31, 2007 and December 31, 2006, respectively,
were not included in the computation of diluted earnings per share because they
were anti-dilutive, as the exercise prices of the options were greater than the
average market price of the common shares.

Note 4.   Discontinued Operations

     During the third quarter of 2007, the Company conducted
an in-depth strategic review of its operations. This review resulted in a
realignment of its operations, which included the exiting of certain businesses.
     Accordingly, during the fourth quarter of 2007, the
Company classified its Synsil operations and its plants at Mount Vernon and
Wellsville as discontinued operations. These operations were part of the
Company's Specialty Minerals segment. The assets of these operations are held
and available for sale. The Company expects the sale of these assets to be
completed within a one-year time frame. The Company does not anticipate the
ongoing cash flows of these operations until disposition to be material.
     In April 2006, the Company ceased operation at its
one-unit satellite PCC facility in Hadera, Israel. In the fourth quarter, the
Company recorded a loss from discontinued operations of approximately $1.7
million upon liquidation of its investment
F-12

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
in Israel. This loss was predominantly related to the
recognition of foreign currency translation losses previously recognized in
accumulated other comprehensive income (loss).
     The consolidated financial statements for all prior
periods presented have been reclassified to reflect these businesses in
discontinued operations.
     The following table details selected financial
information for the discontinued operation in the consolidated statements of
operations. The amounts exclude general corporate overhead and interest expense
which were previously allocated to the entities comprising discontinued
operations.

Thousands of
Dollars

2007

2006

2005

Net sales

$

30,187

$

37,232

$

39,011

Production margin

(5,238
)

(3,432
)

(1,800
)

Expenses

4,129

4,035

3,738

Impairment of
assets

46,878

--

--

Restructuring and
other costs

2,317

--

--

Loss from
operations

$

(58,562
)

$

(7,467
)

$

(5,538
)

Other income

$

82

$

481

$

284

Foreign currency
translation

loss from liquidation of
investment

$

--

$

(1,563
)

$

--

Provision
(benefit) for taxes on income

$

(20,635
)

$

(2,375
)

$

(1,868
)

Loss from
discontinued operations, net of tax

$

(37,845
)

$

(6,174
)

$

(3,386
)

     The major classes of assets and liabilities held for
disposals in the consolidated balance sheets are as follows:

Thousands of
Dollars

2007

Assets:


Accounts
receivable

$

4,328

Inventories

10,146

Property, plant
and equipment, net

11,507

Goodwill

1,629

Other assets

4

Assets held for
disposal

$

27,614

Liabilities:

Accounts payable

$

2,897

Accrued
liabilities

1,904

Liabilities of
assets held for disposal

$

4,801

Note 5.   Income Taxes

     Income (loss) before provision for taxes, minority
interests, and discontinued operations by domestic and foreign source is as
follows:

Thousands of Dollars

2007

2006

2005

Domestic

$

8,243

$

48,074

$

46,615

Foreign

(19,742
)

38,484

36,924

Total income (loss) before
provision for income taxes

$

(11,499
)

$

86,558

$

83,539

F-13

MINERALS TECHNOLOGIES INC. AND
SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

The provision for taxes on income consists of the following:

Thousands of
Dollars

2007

2006

2005

Domestic

Taxes currently
payable

Federal

$

11,257

$

8,609

$

7,733

State and local

1,362

2,877

876

Deferred income
taxes

(9,955
)

5,044

7,144


Domestic tax
provision

2,664

16,530

15,753

Foreign

Taxes currently
payable

13,795

11,161

10,220

Deferred income
taxes

(5,193
)

(699
)

(816
)

Foreign tax
provision

8,602

10,462

9,404


Total tax provision

$

11,266

$

26,992

$

25,157

     The provision for taxes on income shown in the previous
table is classified based on the location of the taxing authority, regardless of
the location in which the taxable income is generated.
     The major elements contributing to the difference
between the U.S. federal statutory tax rate and the consolidated effective tax
rate are as follows:

Percentages

2007

2006

2005

U.S. statutory
tax rate

(35.0)
%

35.0
%

35.0
%

Depletion

(31.3)

(4.9)

(4.6)

Difference
between tax provided on foreign earnings

and the U.S. statutory rate

(15.0)

(3.5)

(4.2)

Foreign
restructuring and impairment losses

with no tax benefit

145.3

--

--

State and local
taxes, net of Federal tax benefit

6.2

2.6

1.7

Tax credits and
foreign dividends

6.1

0.8

2.2

Increase in
valuation allowance

4.6

1.2

--

Impact of FIN 48

8.2

--

--

Other

8.9

(0.1)

--

Consolidated
effective tax rate

98.0
%

31.1
%

30.1
%

     The Company believes that its accrued liabilities are
sufficient to cover its U.S. and foreign tax contingencies. The tax effects of
temporary differences that give rise to significant portions of the deferred tax
assets and deferred tax liabilities are presented below:

Thousands of Dollars

2007

2006

Deferred tax assets:

State and local taxes

$

3,409

$

2,593

Accrued expenses

10,085

8,771

Deferred expenses

233

1,399

Net operating loss carry
forwards

3,502

13,236

Pension and post-retirement
benefits costs

87

15,268

Other

17,595

11,107

Total deferred tax assets

$

34,911

$

52,374

F-14

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

Thousands of Dollars

2007

2006

Deferred tax liabilities:

Plant and equipment, principally
due to differences in depreciation

$

15,689

$

56,628

Other

11,748

11,538

Total deferred tax liabilities

27,437

68,166

Net deferred tax (assets)
liabilities

$

(7,474
)

$

15,792

     The current and long-term portion of net deferred tax
(assets) liabilities is as follows:

Thousands of Dollars

2007

2006

Net deferred tax assets, current

$

(7,974
)

$

(2,813
)

Net deferred assets, long term

(2,039
)

--

Net deferred tax liabilities, long-term

2,539

18,605

$

(7,474
)

$

15,792

     The current portion of the net deferred tax assets is
included in prepaid expenses and other current assets.
     The Company established a valuation allowance of
approximately $0.5 million as of December 31, 2007. This valuation allowance
relates to net operating loss carry forwards in Mexico where there is an
uncertainty regarding its realizability.
     The Company recorded $3.5 million of deferred tax assets
arising from tax loss carry forwards which will be realized through future
operations. Carry forwards of approximately $0.3 million expires in 5 years,
$1.2 million expire over the next 15 years, and $2 million can be utilized over
an indefinite period.
     On January 1, 2007, the Company adopted the provisions
of FASB Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income
Taxes." FIN 48 specifies the way companies are to account for uncertainty in
income tax reporting and prescribes a recognition threshold and measurement
attribute for tax positions taken or expected to be taken in a tax return. As a
result of the adoption of FIN 48, the Company recognized a $1.9 million decrease
in the liability for unrecognized income tax benefits, resulting in an increase
to the January 1, 2007 balance of retained earnings.
     As of the date of adoption of FIN 48, the Company had
approximately $9.0 million of total unrecognized income tax benefits and $2.3
million of interest and penalties. On December 31, 2007, the Company had $10.4
million of total unrecognized tax benefits. Included in this amount were a total
of $6 million of unrecognized income tax benefits that, if recognized, would
affect the Company's effective tax rate. While it is expected that the amount of
unrecognized tax benefits will change in the next 12 months, we do not expect
the change to have a significant impact on the results of operations or the
financial position of the Company.
     The following table summarizes the activity related to
our unrecognized tax benefits:

(Thousands of Dollars)

Balance as of January 1, 2007

$

9,035

Increases related to current
year positions

1,390

Decreases related to new
judgements

(109
)

Decreases related to audit
settlements

(397
)

Other

476

Balance as of December 31, 2007

$

10,395

     The Company's accounting policy prior to the adoption of
FIN 48 and upon the adoption of FIN 48 is to recognize interest and penalties
accrued, relating to unrecognized income tax benefits as part of its provision
for income taxes. The Company accrued $0.6 million of interest and penalties
during 2007 and have a total accrued balance on December 31, 2007 of $2.9
million.
     The Company operates in multiple taxing jurisdictions,
both within and outside the U.S. In certain situations, a taxing authority may
challenge positions that the Company has adopted in its income tax filings. The
Company, with a few exceptions (none of which are material), is no longer
subject to U.S. federal, state, local, and European income tax examinations by
tax authorities for years prior to 2003.

F-15

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
     Net cash paid for income taxes were $16.8 million, $18.0
million and $21.2 million for the years ended December 31, 2007, 2006 and 2005,
respectively.
     In December 2004, the FASB issued SFAS No. 109-2,
"Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provision within the American Jobs Creation Act of 2004," which provides relief
concerning the timing of the SFAS No. 109 requirement to accrue deferred taxes
for unremitted earnings of foreign subsidiaries. On October 22, 2004, the
American Jobs Act Creation Act of 2004 ("AJCA") was signed into law. The AJCA
includes a special, one-time, 85% dividends received deduction for certain
foreign earnings that are repatriated. The Company repatriated $18.5 million in
2005 under this Act, which resulted in a tax liability of approximately $1.2
million and increased the effective tax rate by 1.5%.

Note 6.   Foreign Operations

     The Company has not provided for U.S. federal and
foreign withholding taxes on $155.8 million of foreign subsidiaries'
undistributed earnings as of December 31, 2007 because such earnings are
intended to be permanently reinvested overseas. To the extent the parent company
has received foreign earnings as dividends, the foreign taxes paid on those
earnings have generated tax credits, which have substantially offset related
U.S. income taxes. However, in the event that the entire $155.8 million of
foreign earnings were to be repatriated, incremental taxes may be incurred. We
do not believe this amount would be more than $16 million.
     Net foreign currency exchange gains (losses), included
in non-operating deductions in the Consolidated Statements of Income, were
$513,000, $(268,000) and $(450,000) for the years ended December 31, 2007, 2006
and 2005, respectively.

Note 7.   Inventories

     The following is a summary of inventories by major
category:

Thousands of Dollars

2007

2006

Raw materials

$

41,998

$

60,013

Work in process

8,134

8,321

Finished goods

31,144

38,911

Packaging and supplies

22,097

22,649

Total inventories

$

103,373

$

129,894

Note 8.   Property, Plant and Equipment

     The major categories of property, plant and equipment
and accumulated depreciation and depletion are presented below:

Thousands of Dollars

2007

2006

Land

$

21,720

$

24,087

Quarries/mining properties

39,123

39,123

Buildings

161,865

173,815

Machinery and equipment

975,177

1,071,046

Construction in progress

33,478

52,107

Furniture and fixtures and other

120,480

118,744

1,351,843

1,478,922

Less: Accumulated depreciation
and depletion

(862,457
)

(826,125
)

Property, plant and equipment,
net

$

489,386

$

652,797

      Depreciation and depletion expense for the years ended
December 31, 2007, 2006 and 2005 was $80.4 million, $80.5 million, and $71.8
million, respectively.

F-16

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
Note 9.   Restructuring Costs

     Following an in-depth review of all our operations and
development of a new strategic focus, the Company recorded a pre-tax charge of
$16.0 million for restructuring and other costs. The restructuring will result
in a total workforce reduction of approximately 200 employees. This charge
consists of severance and other employee benefit costs, contract termination
costs and other exit costs. The following table reflects components of the
restructuring charge:

(millions of dollars)

Severance and other employee benefits

$

13.5

Contract termination costs

1.8

Other exit costs

0.7

Total restructuring and other costs

$

16.0

     The restructuring charge also resulted in inventory
write-downs of approximately $0.2 million which are included in cost of goods
sold.

Note 10.   Acquisitions

     In October 2006, the Company acquired all of the
outstanding stock of ASMAS, an Istanbul-based Turkish producer of refractories
for approximately $32.4 million in cash. The terms of the acquisition provide
for an additional purchase price of up to $5 million to be paid in 2009 based
upon performance criteria through 2008. The operations of this entity have
been included in the Refractories segment of the Company's financial statements
since the date of the acquisition.
     The following table summarizes the estimated fair value
of the assets acquired and liabilities assumed at the date of the acquisition:

(Millions of
Dollars)

2006

Current assets

$

5.1

Property, plant
and equipment

13.5

Intangible assets

8.6

Goodwill

13.8

Total assets acquired

41.0

Liabilities
assumed

8.6

Net cash paid

$

32.4

     The weighted average amortization period for the
acquired intangible assets subject to amortization is approximately 13.5 years.
Goodwill associated with this transaction is not tax deductible.
     Pro forma financial information has not been presented
since this business combination was not material to the Company's total assets
or results of operations.
    In the fourth quarter of 2005, the Company made a cash
acquisition of the metallurgical measurement technology/digital electrode
control system product line of ET Electrotechnology GmbH for approximately $3.2
million. This acquisition and related technology offers a power consumption
system in electric steelmaking and ladle furnaces. The Company recorded
tax-deductible goodwill of approximately $1.3 million in connection with this
acquisition.

Note 11.  Goodwill and Other Intangible Assets

   The carrying amount of goodwill was $72.0 million and
$69.0 million as of December 31, 2007 and December 31, 2006, respectively. The
net change in goodwill since December 31, 2006 was primarily attributable to the
effect of foreign exchange.

F-17

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
     Acquired intangible assets included in other assets and
deferred charges subject to amortization as of December 31, 2007 and December
31, 2005 were as follows:

December 31, 2007

December 31, 2006

(Millions of Dollars)

Gross

Carrying

Amount

Accumulated

Amortization

Gross

Carrying

Amount

Accumulated

Amortization

Patents and trademarks

$

7.9

$

2.7

$

7.2

$

1.8

Customer lists

11.1

1.4

10.0

0.8

Other

0.4

0.1

0.1

--

$

19.4

$

4.2

$

17.3

$

2.6

     The weighted average amortization period for acquired
intangible assets subject to amortization is approximately 15 years.
Amortization expense was approximately $1.5 million, $0.8 million and $0.3
million for the years ended December 31, 2007, 2006 and 2005, respectively. The
estimated amortization expense is $1.2 million for each of the next five years
through 2012.
     Included in other assets and deferred charges is an
additional intangible asset of approximately $5.5 million which represents the
non-current unamortized amount paid to a customer in connection with contract
extensions at eight satellite PCC facilities. In addition, a current portion of
$1.8 million is included in prepaid expenses and other current assets. Such
amounts will be amortized as a reduction of sales over the remaining lives of
the customer contracts. Approximately $1.8 million was amortized in 2007, 2006
and 2005, respectively. Estimated amortization as a reduction of sales is as
follows: 2008 - $1.8 million; 2009 - $1.5 million; 2010 - $1.2 million; 2011 -
$0.9 million; 2012 - $0.6 million; with smaller reductions thereafter over the
remaining lives of the contracts.

Note 12.  Accounting for Impairment of Long-Lived Assets

     The Company accounts for impairment of long-lived assets
in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." SFAS No. 144 also establishes a uniform accounting model for
the disposal of long-lived assets. Long-lived assets are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. In such instances, the Company estimates the
undiscounted future cash flows (excluding interest) that result from the use of
the asset and its ultimate disposition. If the sum of the undiscounted cash
flows (excluding interest) that is less than the carrying value, the Company
recognizes an impairment loss, measured as the amount by which the carrying
value exceeds the fair value of the asset, determined principally using
discounted cash flows.
     During the third quarter of 2007, following an in-depth
strategic review of all its operations, the Company recorded a charge of $140.9
million, of which $46.8 million was reclassified to discontinued operations, as
part of a program to realign its operations by consolidating operations within
certain product lines and exiting certain businesses. Major components of this
realignment include an exit from our Synsil^® Products product line;
consolidation of our Specialty PCC operations in the United States; sale of our
two plants in the Midwest that process imported ore in the Processed Minerals
product line; modification of our strategy for coating PCC resulting in the
anticipated closure of one facility; and a slower than anticipated market
penetration at our refractories facility in China resulting in an impairment of
assets charge.
     The impairment charge relates to all product lines. The
following table reflects the components of the impairment of assets charge:
(millions of dollars)

Paper PCC

$

65.3

Specialty PCC

12.7

Total PCC

78.0

Processed Minerals

1.3


Specialty
Minerals Segment

79.3

Refractories
Segment

14.8

$

94.1

F-18

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

Note 13.   Derivative Financial Instruments and Hedging
Activities

     The Company is exposed to foreign currency exchange rate
fluctuations. As part of its risk management strategy, the Company uses forward
exchange contracts (FEC) to manage its exposure to foreign currency risk on
certain raw material purchases. The Company's objective is to offset gains and
losses resulting from these exposures with gains and losses on the derivative
contracts used to hedge them. The Company has not entered into derivative
instruments for any purpose other than to hedge certain expected cash flows. The
Company does not speculate using derivative instruments.
     By using derivative financial instruments to hedge
exposures to changes in interest rates and foreign currencies, the Company
exposes itself to credit risk and market risk. Credit risk is the risk that the
counterparty will fail to perform under the terms of the derivative contract.
When the fair value of a derivative contract is positive, the counterparty owes
the Company, which creates credit risk for the Company. When the fair value of a
derivative contract is negative, the Company owes the counterparty, and
therefore, it does not face any credit risk. The Company minimizes the credit
risk in derivative instruments by entering into transactions with major
financial institutions.
     Market risk is the adverse effect on the value of a
financial instrument that results from a change in interest rates, currency
exchange rates, or commodity prices. The market risk associated with interest
rate and forward exchange contracts is managed by establishing and monitoring
parameters that limit the types and degree of market risk that may be
undertaken.
     Based on criteria established by SFAS No. 133, the
Company designated its derivatives as cash flow hedges. During 2001, the Company
entered into three-year interest rate swap agreements with notional amounts
totaling $30 million that expired in January 2005. These agreements effectively
converted a portion of the Company's floating-rate debt to a fixed-rate basis
with an interest rate of 4.5%, thus reducing the impact of the interest rate
changes on future cash flows and income. The Company uses FEC's designated as
cash flow hedges to protect against foreign currency exchange rate risks
inherent in its forecasted inventory purchases. The Company had 14 open foreign
exchange contracts as of December 31, 2007.
     For derivative instruments that are designated and
qualify as cash flow hedges, the effective portion of the gain or loss on the
derivative instrument is initially recorded in accumulated other comprehensive
income (loss) as a separate component of shareholders' equity and subsequently
reclassified into earnings in the period during which the hedged transaction is
recognized in earnings. The gains and losses associated with these forward
exchange contracts are recognized into cost of sales. Gains and losses and hedge
ineffectiveness associated with these derivatives were not significant.

Note 14.  Short-term Investments

     The composition of the Company's short-term investments
are as follows:

(in thousands of dollars)

2007

2006

Short-term
Investments -

Available for Sale
Securities:

Short-term bank deposits

$

9,697

$

8,380

         There were no unrealized holding gains and losses on the
short-term bank deposits held at December 31, 2007 since the carrying amount
approximates fair market value.

Note 15.  Financial Instruments and Concentrations of Credit
Risk

     The following methods and assumptions were used to
estimate the fair value of each class of financial instrument:
     Cash and cash equivalents, short-term investments,
accounts receivable and payable: The carrying amounts approximate fair value
because of the short maturities of these instruments.
     Short-term debt and other liabilities: The
carrying amounts of short-term debt and other liabilities approximate fair value
because of the short maturities of these instruments.
     Long-term debt: The fair value of the long-term
debt of the Company is estimated based on the quoted market prices for that debt
or similar debt and approximates the carrying amount.
     Forward exchange contracts:
The fair value of forward exchange contracts (used for hedging purposes) is
estimated by obtaining quotes from brokers. If appropriate, the Company would
enter into forward exchange contracts to mitigate the impact of foreign exchange
rate movements on the Company's operating results. It does not engage in
speculation. Such

F-19

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
foreign exchange contracts would offset losses and gains on
the assets, liabilities and transactions being hedged. At December 31, 2007, the
Company had open foreign exchange contracts with a financial institution to
purchase approximately $5.3 million of foreign currencies. These contracts range
in maturity from January 22, 2008 to July 7, 2008. The fair value of these
instruments was a liability of $0.1 million at both December 31, 2007 and
December 31, 2006.
     Credit risk: Substantially all of the Company's
accounts receivable are due from companies in the paper, construction and steel
industries. Credit risk results from the possibility that a loss may occur from
the failure of another party to perform according to the terms of the contracts.
The Company regularly monitors its credit risk exposures and takes steps to
mitigate the likelihood of these exposures resulting in actual loss. The
Company's extension of credit is based on an evaluation of the customer's
financial condition and collateral is generally not required.
     The Company's bad debt expense (recoveries) for the
years ended December 31, 2007, 2006 and 2005 was $(0.1) million, $0.4 million
and $(0.5) million, respectively.

Note 16.  Long-Term Debt and Commitments

     The following is a summary of long term debt:

(thousands of
dollars)

Dec. 31,

2007



Dec. 31,

2006

5.53% Series
2006A Senior Notes

$  50,000

$  50,000

Due October 5,
2013

Floating Rate
Series 2006A Senior Notes

25,000

25,000

Due October 5,
2013

Yen-denominated
Guaranteed Credit Agreement

Due March 31,
2007

--

605

Variable/Fixed
Rate Industrial

Development
Revenue Bonds Due 2009

4,000

4,000

Economic
Development Authority Refunding

Revenue Bonds
Series 1999 Due 2010

4,600

4,600

Variable/Fixed
Rate Industrial

Development
Revenue Bonds Due August 1, 2012

8,000

8,000

Variable/Fixed
Rate Industrial

Development
Revenue Bonds Series 1999 Due November 1, 2014

8,200

8,200

Variable/Fixed
Rate Industrial

Development
Revenue Bonds Due March 31, 2020

5,000

5,000

Variable Rate
Renminbi Denominated Loan Agreement

Due 2009

4,785

--

Installment
obligations

Due 2013

7,886

8,812

Other borrowings

745

1,197

Total

118,216

115,414

Less: Current
maturities

7,210

2,063

Long-term debt

$111,006

$113,351

     On May 17, 2000, the Company's majority-owned
subsidiary, Specialty Minerals FMT K.K., entered into a Yen-denominated
Guaranteed Credit Agreement with the Bank of New York due March 31, 2007. The
proceeds were used to finance the construction of a PCC satellite facility in
Japan. Principal payments began June 30, 2002 and finished May 31, 2007.
Interest was payable quarterly at a rate of 2.05% per annum.
     The Variable/Fixed Rate Industrial Development Revenue
Bonds due 2009 are tax-exempt 15-year instruments issued to finance the
expansion of a PCC plant in Selma, Alabama. The bonds are dated November 1,
1994, and provide for an optional put by the holder (during the Variable Rate
Period) and a mandatory call by the issuer. The bonds bear interest at either a
variable rate or fixed rate at the option of the Company. Interest is payable
semi-annually under the fixed rate option and monthly under the variable rate
option. The Company has selected the variable rate option on these borrowings
and the average interest rates were approximately 3.69% and 3.14% for the years
ended December 31, 2007 and 2006, respectively.
     The Economic Development Authority Refunding Revenue
Bonds due 2010 were issued on February 23, 1999 to refinance the bonds issued in
connection with the construction of a PCC plant in Eastover, South Carolina. The
bonds bear interest at either a variable rate or fixed rate, at the option of
the Company. Interest is payable semi-annually under the fixed rate option and
monthly under the variable rate option. The Company has selected the variable
rate option on these borrowings and the average interest rates were
approximately 3.69% and 3.14% for the years ended December 31, 2007 and 2006,
respectively.
     The Variable/Fixed Rate Industrial Development Revenue
Bonds due August 1, 2012 are tax-exempt 15-year instruments that were issued on
August 1, 1997 to finance the construction of a PCC plant in Courtland, Alabama.
The bonds bear interest at either a variable rate or fixed rate, at the option
of the Company. Interest is payable semi-annually under the fixed rate option
and monthly under the variable rate option. The Company has selected the
variable rate option on these

F-20

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
borrowings and the average interest rates were approximately
3.69% and 3.14% for the years ended December 31, 2007 and 2006, respectively.
     The Variable/Fixed Rate Industrial Development Revenue
Bonds due November 1, 2014 are tax-exempt 15-year instruments and were issued on
November 30, 1999 to refinance the bonds issued in connection with the
construction of a PCC plant in Jackson, Alabama. The bonds bear interest at
either a variable rate or fixed rate at the option of the Company. Interest is
payable semi-annually under the fixed rate option and monthly under the variable
rate option. The Company has selected the variable rate option on these
borrowings and the average interest rates were approximately 3.69% and 3.14% for
the years ended December 31, 2007 and 2006, respectively.
     On June 9, 2000 the Company entered into a twenty-year,
taxable, Variable/Fixed Rate Industrial Development Revenue Bond agreement to
finance a portion of the construction of a merchant manufacturing facility for
the production of Specialty PCC in Brookhaven, Mississippi. This facility has
ceased operations during the first quarter of 2008 and the Company intends to
repay this obligation in 2008. The Company has selected the variable rate option
for this borrowing and the average interest rate was approximately 5.87% and
5.65% for the years ended December 31, 2007 and 2006, respectively.
     On May 31, 2003, the Company acquired land and limestone
ore reserves from the Cushenbury Mine Trust for approximately $17.5 million.
Approximately $6.1 million was paid at the closing and $11.4 million was
financed through an installment obligation. The interest rate on this obligation
is approximately 4.25%. For the year ending December 31, 2007, $0.9 million of
principal was paid on this debt. Principal payments are as follows: 2008 - $6.5
million; 2013 - $1.4 million.
     On October 5, 2006, the Company, through private
placement, entered into a Note Purchase Agreement and issued $75 million
aggregate principal amount unsecured senior notes. These notes consist of two
tranches: $50 million aggregate principal amount 5.53% Series 2006A Senior Notes
(Tranche 1 Notes); and $25 million aggregate principal amount Floating Rate
Series 2006A Senior Notes (Tranche 2 Notes). Tranche 1 Notes bear interest of
5.53% per annum, payable semi-annually. Tranche 2 Notes bear floating rate
interest, payable quarterly. The average interest rate on Tranche 2 for the
years ended December 31, 2007 and December 31, 2006 was 5.73% and 5.82%,
respectively. The principal payment for both tranches is due on October 5, 2013.
     During the first quarter of 2007, the Company entered
into a series of Renminbi ("RMB") denominated loan agreements through two of its
consolidated joint ventures in China with Communication Bank of China, totaling
RMB 60,000,000. During 2007, the Company repaid RMB 25,000,000 of principal
related to these loans. The assets of the PCC facilities operated by these
consolidated joint ventures were pledged as collateral for RMB 43,000,000 of the
loans. The loan agreements bear a variable interest rate based on the People's
Bank of China base rate, and mature between January 29, 2009 and March 26, 2009.
The interest rate on these loans was approximately 7.12%.
     The aggregate maturities of long-term debt are as
follows: 2008 - $7.2 million; 2009 - $8.8 million; 2010 - $4.6 million; 2011 -
$-- million; 2012 - $8.0; thereafter - $89.6 million.
     The Company had available approximately $187.6 million
in uncommitted, short-term bank credit lines, of which $9.1 million was in use
at December 31, 2007.
     Short-term borrowings as of December 31, 2007 and 2006
were $9.5 million and $87.6 million, respectively. The weighted average interest
rate on short-term borrowings outstanding as of December 31, 2007 and 2006 was
6.22% and 5.57%, respectively.
     During 2007, 2006 and 2005, respectively, the Company
incurred interest costs of $9.2 million $8.9 million and $7.2 million including
$0.5 million, $0.6 million and $1.2 million, respectively, which were
capitalized. Interest paid approximated the incurred interest cost.

Note 17.  Benefit Plans

     Pension Plans and Other Postretirement Benefit Plans

     The Company and its subsidiaries have pension plans
covering the majority of eligible employees on a contributory or
non-contributory basis.

F-21

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
     Benefits under defined benefit plans are generally based
on years of service and an employee's career earnings. Employees generally
become fully vested after five years.
     The Company provides postretirement health care and life
insurance benefits for the majority of its U.S. retired employees. Employees are
generally eligible for benefits upon retirement and completion of a specified
number of years of creditable service. The Company does not pre-fund these
benefits and has the right to modify or terminate the plan in the future.
     The funded status of the Company's pension plans and
other postretirement benefit plans at December 31, 2007 and 2006 is as follows:
     Obligations and Funded Status

Pension Benefits

Post-retirement Benefits

Millions of Dollars

2007

2006

2007

2006

Change in benefit obligation

Benefit obligation at beginning of year

$

214.5

$

177.6

$

44.0

$

36.1

Service cost

8.8

7.9

2.6

2.1

Interest cost

11.4

10.1

2.4

2.2

Actuarial (gain) loss

(24.6
)

12.3

(7.9
)

3.1

Benefits paid

(17.0
)

(6.4
)

(1.1
)

(2.5
)

Plan amendments

(2.1
)

9.0

--

3.0

Other

3.8

4.0

--

--

Benefit obligation at end of year

$

194.8

$

214.5

$

40.0

$

44.0

Pension Benefits

Post-retirement Benefits

Millions of Dollars

2007

2006

2007

2006

Change in plan assets

Fair value of plan assets beginning of year

$

226.3

$

186.3

$

--

$

--

Actual return on plan assets

8.3

21.6

--

--

Employer contributions

24.0

22.3

1.1

2.5

Plan participants' contributions

0.5

0.4

--

--

Benefits paid

(17.0
)

(6.4
)

(1.1
)

(2.5
)

Other

2.4

2.1

--

--

Fair value of plan assets at end of year

$

244.5

$

226.3

$

--

$

--

Funded status

$

49.7

$

11.8

$

(40.0
)

$

(44.0
)

    Amounts recognized in the consolidated balance sheet
consist of:

Pension Benefits

Post-retirement Benefits

Millions of Dollars

2007

2006

2007

2006

Non-current asset

$

53.7

$

25.7

$

--

$

--

Current liability

--

--

(1.5
)

(2.4
)

Non-current liability

(4.0
)

(13.9
)

(38.5
)

(41.6
)

Recognized asset (liability)

$

49.7

$

11.8

$

(40.0
)

$

(44.0
)

     The current portion of pension liabilities is included
in accrued compensation and related items.
     Amounts recognized in accumulated other comprehensive
income consist of:

Pension Benefits

Post-retirement Benefits

Millions of Dollars

2007

2006

2007

2006

Net actuarial loss

$

24.9

$

36.5

$

3.6

$

9.0

Prior service cost

6.3

7.1

1.4

1.7

Amount recognized end of year

$

31.2

$

43.6

$

5.0

$

10.7

F-22

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
     The accumulated benefit obligation for all defined
benefit pension plans was $179.5 million and $197.9 million at December 31, 2007
and 2006, respectively.
     Changes in the Plan assets and benefit obligations
recognized in other comprehensive income:

(Millions of Dollars)

Pension Benefits

Post Retirement Benefits

Current year actuarial gain
(loss)

$

15.5

$

4.6

Amortization of actuarial
(gain) loss

(3.7

)

0.5

Amortization of prior service
credit loss

0.9

0.3

Total recognized in other
comprehensive income

$

12.7

$

5.4

     The components of net periodic benefit costs are as
follows:

Pension Benefits

Post-retirement Benefits

Millions of Dollars

2007

2006

2005

2007

2006

2005

Service cost

$

8.8

$

7.9

$

7.2

$

2.6

$

2.1

$

1.7

Interest cost

11.4

10.1

8.9

2.4

2.2

2.0

Expected return on plan
assets

(9.4
)

(15.4
)

(13.9
)

--

--

--

Amortization of prior service
cost

1.5

1.0

1.1

0.5

1.0

0.8

Recognized net actuarial
(gain) loss

(6.6
)

3.2

1.8

0.8

0.2

--

SFAS No. 88 curtailment
(gain) loss

0.1

(0.8
)

0.3

--

--

--

Net periodic benefit cost

$

5.8

$

6.0

$

5.4

$

6.3

$

5.5

$

4.5

     Unrecognized prior service cost is amortized over the
average remaining service period of each active employee.
     Under the provisions of SFAS No. 88, lump-sum
distributions from terminations, resulted in a plan curtailment of one of the
Company's pension plans and also caused partial settlement of such plan. As a
result, there was a curtailment loss in income from operations of $0.1 million
in 2007 and a curtailment gain in income from operations of $0.8 million in
2006.
     Under the provisions of SFAS No. 88, lump-sum
distributions from the Company's Supplemental Retirement Plan caused a partial
settlement of such plan, resulting in a charge of $0.3 million in 2005.
     The Company's funding policy for U.S. plans generally is
to contribute annually into trust funds at a rate that provides for future plan
benefits and maintains appropriate funded percentages. Annual contributions to
the U.S. qualified plans are at least sufficient to satisfy regulatory funding
standards and are not more than the maximum amount deductible for income tax
purposes. The funding policies for the international plans conform to local
governmental and tax requirements. The plans' assets are invested primarily in
stocks and bonds.
     The 2008 estimated amortization of amounts in other
comprehensive income are as follows:

(Millions of Dollars)

Pension Benefits

Post Retirement Benefits

Amortization of prior service
cost

$

1.5

$

0.3

Amortization of net loss

1.4

0.5

     Total costs to be
recognized

$

2.9

$

0.8

Additional Information

     The weighted average assumptions used to determine net
periodic benefit cost in the accounting for the pension benefit plans and other
benefit plans for the years ended December 31, 2007, 2006 and 2005 are as
follows:

2007

2006

2005

Discount rate

5.75
%

5.75
%

6.00
%

Expected return on plan assets

8.50
%

8.50
%

8.50
%

Rate of compensation increase

3.50
%

3.50
%

3.50
%

F-23

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
     The weighted average assumptions used to determine
benefit obligations for the pension benefit plans and other benefit plans at
December 31, 2007, 2006 and 2005 are as follows:

2007

2006

Discount rate

6.25
%

5.75
%

Rate of compensation increase

3.50
%

3.50
%

     The Company considers a number of factors to determine
its expected rate of return on plan assets assumptions, including historical
performance of plan assets, asset allocation and other third-party studies and
surveys. The Company reviewed the historical performance of plan assets over a
ten-year period (from 1997 to 2007), the results of which exceed the 8.50% rate
of return assumption that the Company ultimately selected for domestic plans.
The Company also considered plan portfolio asset allocations over a variety of
time periods and compared them with third-party studies and surveys of
annualized returns of similarly balanced portfolio strategies. The historical
return of this universe of similar portfolios also exceeded the return
assumption that the Company ultimately selected. Finally, the Company reviewed
performance of the capital markets in recent years and, upon advice from various
third parties, such as the pension plans' advisers, investment managers and
actuaries, selected the 8.50% return assumption used for domestic plans.
     The Company's Plan stipulates that the maximum health
care cost trend rate will be 5%.
     A one percentage-point change in assumed health care
cost trend rates would have the following effects:

Millions of Dollars

1-Percentage Point

Increase

1-Percentage Point

Decrease

Effect on total service and interest cost components

$

--

$

(0.4)

Effect on postretirement benefit obligations

$

--

$

(2.5)

Plan Assets

     The Company's pension plan weighted average asset
allocations at December 31, 2007 and 2006 by asset category are as follows:

Asset Category

2007

2006

Equity securities

62.5
%

66.4
%

Fixed income
securities

35.0
%

31.5
%

Real estate

0.2
%

0.3
%

Other

2.3
%

1.8
%

Total

100
%

100
%

     The following table presents domestic and foreign
pension plan assets information at December 31, 2007, 2006 and 2005 (the
measurement date of pension plan assets):

U.S. Plans

International Plans

Millions of Dollars

2007

2006

2005

2007

2006

2005

Fair value of plan assets

$

188.7

$

177.9

$

149.7

$

55.8

$

48.4

$

36.6

     Contributions

     The Company expects to contribute $10.0 million to its
pension plans and $1.5 million to its other postretirement benefit plan in 2008.

F-24

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

     Estimated Future Benefit Payments

     The following benefit payments, which reflect expected
future service, as appropriate, are expected to be paid:

Millions of Dollars

Pension

Benefits

Other

Benefits

2008

$

6.5

$

1.5

2009

$

7.9

$

1.6

2010

$

10.1

$

1.8

2011

$

10.8

$

2.2

2012

$

10.9

$

2.4

2013 - 2017

$

84.9

$

17.2

     Investment Strategies

     The Plan Assets Committee has adopted an investment
policy for domestic pension plan assets designed to meet or exceed the expected
rate of return on plan assets assumption. To achieve this, the pension plans
retain professional investment managers that invest plan assets, primarily in
equity and fixed income securities. The Company has targeted an investment mix
of 65% in equity securities and 35% in fixed income securities.
     Savings and Investment Plans

     The Company maintains a voluntary Savings and Investment
Plan for most non-union employees in the U.S. Within prescribed limits, the
Company bases its contribution to the Plan on employee contributions. The
Company's contributions amounted to $3.4 million, $3.3 million and $3.0 million
for the years ended December 31, 2007, 2006 and 2005, respectively.

Notes 18.  Leases

     The Company has several non-cancelable operating leases,
primarily for office space and equipment. Rent expense amounted to approximately
$7.0 million, $6.1million and $4.6 million for the years ended December 31,
2007, 2006 and 2005, respectively. Total future minimum rental commitments under
all non-cancelable leases for each of the years 2008 through 2012 and in
aggregate thereafter are approximately $5.1 million, $3.7 million, $2.8 million,
$1.4 million, $0.9 million, respectively, and $8.9 million thereafter. Total
future minimum rentals to be received under non-cancelable subleases were
approximately $4.3 million at December 31, 2007.
     Total future minimum payments to be received under
direct financing leases for each of the years 2008 through 2012 and the
aggregate thereafter are approximately: $6.7 million, $3.8 million, $3.1
million, $2.0 million, $1.1 million, and $2.1 million thereafter.

Note 19.  Litigation

     Certain of the Company's subsidiaries are among numerous
defendants in a number of cases seeking damages for exposure to silica or to
asbestos containing materials. The Company currently has 310 pending silica
cases and 26 pending asbestos cases. To date, 1,155 silica cases and 1 asbestos
case have been dismissed. Most of these claims do not provide adequate
information to assess their merits, the likelihood that the Company will be
found liable, or the magnitude of such liability, if any. Additional claims of
this nature may be made against the Company or its subsidiaries. At this time
management anticipates that the amount of the Company's liability, if any, and
the cost of defending such claims, will not have a material effect on its
financial position or results of operations.
     The Company has not settled any silica or asbestos
lawsuits to date. We are unable to state an amount or range of amounts claimed
in any of the lawsuits because state court pleading practices do not require
identifying the amount of the claimed damage. The aggregate cost to the Company
for the legal defense of these cases in 2006 was $0.1 million. Costs for the
legal defense of these cases in 2007 were $78,500. Our experience has been that
MTI is not liable to plaintiffs in any of these lawsuits and MTI does not expect
to pay any settlements or jury verdicts in these lawsuits.

Environmental Matters

     On April 9, 2003, the Connecticut Department of
Environmental Protection ("DEP") issued an administrative consent order
relating to our Canaan, Connecticut plant where both our Refractories segment
and Specialty Minerals segment have operations. We agreed to the order, which
includes provisions requiring investigation and remediation of contamination

F-25

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
associated with historic use of polychlorinated biphenyls
(PCBs) at a portion of the site. The following is the present status of the
remediation efforts:

•

Building Decontamination. We have completed the
investigation of building contamination and submitted a report
characterizing the contamination. We are awaiting review and approval of
this report by the regulators. Based on the results of this investigation,
we believe that the contamination may be adequately addressed by means of
encapsulation through painting of exposed surfaces, pursuant to the
Environmental Protection Agency's ("EPA") regulations and have accrued such
liabilities as discussed below. However, this conclusion remains uncertain
pending completion of the phased remediation decision process required by
the regulations.

•

Groundwater. We are still conducting investigations
of potential groundwater contamination. To date, the results of
investigation indicate that there is some oil contamination of the
groundwater. We are conducting further investigations of the groundwater.

•

Soil. We have completed the investigation of soil
contamination and submitted a report characterizing contamination to the
regulators. Based on the results of this investigation, we believe that the
contamination may be left in place and monitored, pursuant to a
site-specific risk assessment, which is underway. However, this conclusion
is subject to completion of a phased remediation decision process required
by applicable regulations.

     We believe that the most likely form of remediation will
be to leave existing contamination in place, encapsulate it, and monitor the
effectiveness of the encapsulation.
     We estimate that the cost of the likely remediation
above would approximate $200,000, and that amount has been recorded as a
liability on our books and records.
     The Company is evaluating options for upgrading the
wastewater treatment facilities at its Adams, Massachusetts, plant. This work is
being undertaken pursuant to an administrative consent order issued by the
Massachusetts Department of Environmental Protection on June 18, 2002. The order
required payment of a civil fine in the amount of $18,500, the investigation of
options for ensuring that the facility's wastewater treatment ponds will not
result in discharge to groundwater, and closure of a historic lime solids
disposal area. The Company informed the Massachusetts Department of
Environmental Protection of proposed improvements to the wastewater treatment
system on June 29, 2007, and is committed to implementing the improvements by
June 1, 2012. Preliminary engineering reviews indicate that the estimated cost
of these upgrades to operate this facility beyond 2012 may be between $6 million
and $8 million. The Company estimates that remediation costs would approximate
$500,000, which has been accrued as of December 31, 2007.
     The Company and its subsidiaries are not party to any
other material pending legal proceedings, other than routine litigation
incidental to their businesses.

Note 20.  Stockholders' Equity

Capital Stock

     The Company's authorized capital stock consists of 100
million shares of common stock, par value $0.10 per share, of which 19,090,139
shares and 19,085,528 shares were outstanding at December 31, 2007 and 2006,
respectively, and 1,000,000 shares of preferred stock, none of which were issued
and outstanding.

Cash Dividends

     Cash dividends of $3.8 million or $0.20 per common share
were paid during 2007. In January 2008, a cash dividend of approximately $1.0
million or $0.05 per share, was declared, payable in the first quarter of 2008.

Preferred Stock Purchase Rights

     Under the Company's Preferred Stock Purchase Rights
Plan, each share of the Company's common stock carries with it one preferred
stock purchase right. Subject to the terms and conditions set forth in the plan,
the rights will become exercisable if a person or group acquires beneficial
ownership of 15% or more of the Company's common stock or announces a tender or
exchange offer that would result in the acquisition of 30% or more thereof. If
the rights become exercisable, separate certificates evidencing the rights will
be distributed, and each right will entitle the holder to purchase from the
Company a new series of preferred stock, designated as Series A Junior Preferred
Stock, at a predefined price. The rights also entitle the holder to purchase
shares in a change-of-control situation. The preferred stock, in addition to a
preferred dividend and liquidation right, will entitle the holder to vote on a
pro rata basis with the Company's common stock.

F-26

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

     The rights are redeemable by the Company at a fixed
price until 10 days or longer, as determined by the Board, after certain defined
events or at any time prior to the expiration of the rights on September 13,
2009 if such events do not occur.

Stock and Incentive Plan

     The Company has adopted a Stock Award and Incentive Plan
(the "Plan"), which provides for grants of incentive and non-qualified stock
options, stock appreciation rights, stock awards or performance unit awards. The
Plan is administered by the Compensation Committee of the Board of Directors.
Stock options granted under the Plan have a term not in excess of ten years. The
exercise price for stock options will not be less than the fair market value of
the common stock on the date of the grant, and each award of stock options will
vest ratably over a specified period, generally three years.
     The following table summarizes stock option and
restricted stock activity for the Plan:

Stock Options

Restricted Stock

Shares Available for Grant

Shares

Weighted Average Exercise Price Per Share ($)

Shares

Weighted Average Exercise Price Per Share ($)

Balance January 1, 2005

917,085

1,368,218

43.87

52,755

49.88

Granted

(86,800
)

50,700

61.97

36,100

60.59

Exercised

--

(218,431
)

40.69

--

--

Canceled

18,822

(14,722
)

51.51

(4,100
)

51.56

Balance December 31, 2005

849,107

1,185,765

45.15

84,755

54.20

Granted

(129,500
)

79,200

54.82

50,300

54.91

Exercised

--

(103,392
)

39.02

(255
)

39.30

Canceled

9,504

(9,504
)

35.80

--

--

Balance December 31, 2006

729,111

1,152,069

46.44

134,800

55.61

Granted

(233,750
)

146,100

61.19

87,650

61.27

Exercised

--

(433,965
)

43.01

(33,363
)

55.42

Canceled

80,043

(24,489
)

55.67

(55,554
)

56.56

Balance December 31, 2007

575,404

839,715

50.51

133,533

58.98

Note 21.  Comprehensive Income

     Comprehensive income includes changes in the fair value
of certain financial derivative instruments that qualify for hedge accounting to
the extent they are effective, the recognition of deferred pension costs, and
cumulative foreign currency translation adjustments.
     The following table reflects the accumulated balances of
other comprehensive income (loss):

Millions of Dollars

Currency Translation Adjustment

Unrecognized Pension

Costs

Net Gain (Loss) On Cash Flow Hedges

Accumulated Other Comprehensive Income (Loss)

Balance at January 1, 2005

$

40.8

$

(4.9
)

$

(0.3
)

$

35.6

Current year net change

(43.6
)

1.9

0.2

(41.5
)

Balance at December 31, 2005

(2.8
)

(3.0
)

(0.1
)

(5.9
)

Current year net change

36.0

(51.3
)

--

(15.3
)

Balance at December 31, 2006

33.2

(54.3
)

(0.1
)

(21.2
)

Current year net change

48.5

18.1

--

66.6

Balance at December 31, 2007

$

81.7

$

(36.2
)

$

(0.1
)

$

45.4

     The income tax expense (benefit) associated with items
included in other comprehensive income (loss) was approximately $11.2 million,
$1.9 million and $(1.3) million for the years ended December 31, 2007, 2006 and
2005, respectively.

F-27

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

Note 22.  Accounting for Asset Retirement Obligations

     SFAS No. 143, "Accounting for Asset Retirement
Obligations," establishes the financial accounting and reporting for obligations
associated with the retirement of long-lived assets and the associated asset
retirement costs. The Company records asset retirement obligations in which the
Company will be required to retire tangible long-lived assets. These are
primarily related to its PCC satellite facilities and mining operations. The
Company has also applied the provisions of FIN 47 related to conditional asset
retirement obligations at its facilities. The Company has recorded asset
retirement obligations at all of its facilities except where there are no
contractual or legal obligations. The associated asset retirement costs are
capitalized as part of the carrying amount of the long-lived asset.
     The following is a reconciliation of asset retirement
obligations as of December 31, 2007:

Millions of Dollars

Asset retirement liability,
beginning of period

$

11.7

Accretion expense

0.8

Payments

(0.1
)

Foreign currency translation

0.5

Asset retirement liability,
end of period

$

12.9

     The current portion of the liability of approximately
$0.4 million is included in other current liabilities. The long-term portion of
the liability of approximately $12.5 million is included in other noncurrent
liabilities.
     Accretion expense is included in cost of goods sold in
the Company's Consolidated Statements of Operations.

Note 23.  Non-Operating Income and Deductions

(Millions of
dollars)

Dec. 31, 2007

Dec. 31, 2006

Dec. 31, 2005

Interest income

$

3.1

$

1.8

$

1.4

Interest expense

(8.7
)

(8.3
)

(6.0
)

Gain on insurance settlement

3.0

1.8

--

Litigation settlement

--

--

2.1

Foreign exchange gains
(losses)

0.5

(0.3
)

(0.5
)

Other income (deductions)

(0.9
)

(0.9
)

(0.8
)

Non-operating
deductions, net

$

(3.0
)

$

(5.9
)

$

(3.8
)

     During the fourth quarter of 2007, the Company recognized a business
interruption insurance recovery gain of $3.0 million related to Hurricane Ivan
in 2004.
     During the first quarter of 2006, the Company recognized
an insurance settlement gain of $1.8 million, net of related deductible, for
property damage sustained at one of our facilities in 2004 as a result of
Hurricane Ivan. Claims submitted to the insurance carrier for damages related to
a combination of replacement costs for fixed assets and reimbursement of
expenses associated with the clean-up and repairs at the facility. The insurance
settlement gain related to the reimbursement of replacement costs for fixed
assets in excess of the net book value of such assets.

     During the fourth quarter of 2005, the Company
recognized a litigation settlement gain of $2.1 million relating to the
worldwide settlement of its pending commercial and patent litigation with Omya
AG.

Note 24.  Transaction with Former Parent Company

     Under the terms of certain agreements entered into in
connection with the Company's initial public offering in 1992, Pfizer Inc
("Pfizer") agreed to indemnify the Company against any liability arising from
claims for remediation, as defined in the agreements, of on-site environmental
conditions relating to activities prior to the closing of the initial public
offering. The Company had asserted to Pfizer a number of indemnification claims
pursuant to those agreements during the ten-year period following the closing of
the initial public offering. Since the initial public offering, the Company has
incurred and expensed approximately $6 million of environmental claims under
these agreements. On January 20, 2006, Pfizer and the Company agreed to settle
those claims, along with certain other potential environmental liabilities of
Pfizer, in consideration of a payment by Pfizer of $4.5 million. Such payment
was recorded as additional paid-in-capital, net of its related tax effect.

F-28

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

Note 25.  Segment and Related Information

     Operating segments are defined as components of an
enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance. The Company's operating
segments are strategic business units that offer different products and serve
different markets. They are managed separately and require different technology
and marketing strategies.
     The Company has two reportable segments: Specialty
Minerals and Refractories. The Specialty Minerals segment produces and sells
precipitated calcium carbonate and lime, and mines, processes and sells the
natural mineral products limestone and talc. This segment's products are used
principally in the paper, building materials, paints and coatings, glass,
ceramic, polymers, food, automotive, and pharmaceutical industries. The
Refractories segment produces and markets monolithic and shaped refractory
products and systems used primarily by the steel, cement and glass industries as
well as metallurgical products used primarily in the steel industry.
     The accounting policies of the segments are the same as
those described in the summary of significant accounting policies. The Company
evaluates performance based on the operating income of the respective business
units. Depreciation expense related to corporate assets is allocated to the
business segments and is included in their income from operations. However, such
corporate depreciable assets are not included in the segment assets.
Intersegment sales and transfers are not significant.
     Segment information for the years ended December 31,
2007, 2006 and 2005 was as follows:

2007

(Millions of Dollars)

Specialty Minerals

Refractories

Total

Net sales

$

716.6

$

361.1

$

1,077.7

Income (loss) from operations

(20.0
)

11.5

(8.5
)

Impairment of assets

79.3

14.8

94.1

Restructuring and other
charges

11.3

4.7

16.0

Depreciation, depletion and
amortization

68.1

16.5

84.6

Segment assets

698.8

395.6

1,094.4

Capital expenditures

32.9

11.9

44.8

2006

Specialty Minerals

Refractories

Total

Net sales

$

675.6

$

347.9

$

1,023.5

Income from operations

60.5

31.9

92.4

Depreciation, depletion and
amortization

66.1

14.4

80.5

Segment assets

795.8

356.2

1,152.0

Capital expenditures

40.0

16.0

56.0

2005

Specialty Minerals

Refractories

Total

Net sales

$

629.0

$

327.8

$

956.8

Income from operations

59.1

28.3

87.4

Impairment of assets

0.3

--

0.3

Depreciation, depletion and
amortization

59.7

12.1

71.8

Segment assets

768.1

293.4

1,061.5

Capital expenditures

68.3

21.8

90.1


F-29

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
   A reconciliation of the totals reported for the operating
segments to the applicable line items in the consolidated financial statements
is as follows:

(Millions of
Dollars)

Income (loss)
before provision for taxes on income and


minority
interests and discontinued operations

2007

2006

2005

Income (loss)
from operations for reportable segments

$

(8.5
)

$

92.4

$

87.4

Interest income

3.1

1.8

1.4

Interest expense

(8.7
)

(8.3
)

(6.0
)

Other income
(deductions)

2.6

0.7

0.7


Income (loss)
before provision for taxes on income,


minority interests and
discontinued operations

$

(11.5
)

$

86.6

$

83.5

Total
assets

2007

2006

2005

Total segment
assets

$

1,094.4

$

1,152.0

$

1,061.5

Corporate assets

34.5

41.1

94.8




Consolidated total assets

$

1,128.9

$

1,193.1

$

1,156.3

Capital expenditures

2007

2006

2005

Total segment
capital expenditures

$

44.8

$

56.0

$

90.1

Corporate capital
expenditures

1.3

1.4

4.4




Consolidated total capital
expenditures

$

46.1

$

57.4

$

94.5

     The carrying amount of goodwill by reportable segment as
of December 31, 2007 and December 31, 2006 was as follows:

Goodwill

(Millions of
Dollars)

2007

2006

Specialty
Minerals

$

15.3

$

16.6

Refractories

56.7

52.4


Total

$

72.0

$

69.0

     The net change in goodwill since December 31, 2006 is
primarily attributable to the effect of foreign exchange.
     Financial information relating to the Company's
operations by geographic area was as follows:

(Millions of
Dollars)

Net Sales

2007

2006

2005

United States

$

581.9

$

592.6

$

566.1

Canada/Latin
America

83.3

80.7

80.0

Europe/Africa

337.4

278.4

248.7

Asia

75.1

71.8

62.0

Total
International

495.8

430.9

390.7




Consolidated total net sales

$

1,077.7

$

1,023.5

$

956.8

     Net sales and long-lived assets are attributed to
countries and geographic areas based on the location of the legal entity. No
individual foreign country represents more than 10% of consolidated net sales or
consolidated long-lived assets.

(Millions of
Dollars)

Long-lived assets

2007

2006

2005

United States

$

322.4

$

425.2

$

424.0

Canada/Latin
America

20.1

18.8

21.1

Europe/Africa

172.1

217.1

176.8

Asia

62.0

75.3

67.6

Total
International

254.2

311.2

265.5




Consolidated total long-lived
assets

$

576.6

$

736.4

$

689.5

F-30

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

     The Company's sales by product category are as
follows:

Millions of Dollars

2007

2006

2005

Paper PCC

$

542.0

$

500.6

$

460.7

Specialty PCC

60.6

56.4

55.6

Talc

37.3

38.9

35.5

GCC

76.7

79.7

77.2

Refractory Products

290.5

264.6

239.3

Metallurgical Products

70.6

83.3

88.5

Net Sales

$

1,077.7

$

1,023.5

$

956.8

Note 26.  Quarterly Financial Data (unaudited)

     The financial information for all periods presented has
been reclassified to reflect discontinued operations. See Note 4 to the
Consolidated Financial Statements for further information.

Millions of Dollars, Except Per Share Amounts

2007 Quarters

First

Second

Third

Fourth

Net Sales by Major Product Line

PCC

$

148.6

$

149.5

$

150.3

$

154.1

Processed Minerals

27.4

31.3

29.2

26.3

Specialty
Minerals Segment

176.0

180.8

179.5

180.4

Refractories Segment

89.5

90.6

87.0

93.9

Net sales

265.5

271.4

266.5

274.3

Gross profit

56.5

60.1

56.3

59.6

Income (loss) from operations

22.7

26.9

(82.2
)

24.1

Income (loss) continuing operations

12.6

16.1

(71.8
)

17.4

Loss from discontinued operations

(1.8
)

(1.7
)

(33.7
)

(0.6
)

Net income (loss)

$

10.8

$

14.4

$

(105.5
)

$

16.8

Earnings (loss)
per share:

Basic:

Earnings (loss)
per share

from continuing operations

$

0.66

$

0.84

$

(3.72
)

$

0.90

Earnings (loss) per share

discontinued operations

(0.09
)

(0.09
)

(1.75
)

(0.03
)

Basic earnings (loss) per share

$

0.57

$

0.75

$

(5.47
)

$

0.87

Diluted:

Earnings (loss) per share

from continuing operations

$

0.65

$

0.83

$

(3.72
)

$

0.89

Earnings (loss) per share

from discontinued operations

(0.09
)

(0.09
)

(1.75
)

(0.03
)

Diluted earnings (loss) per share

$

0.56

$

0.74

$

(5.47
)

$

0.86

Market price
range per share of common stock:

High

$

64.00

$

68.39

$

70.64

$

70.91

Low

$

56.80

$

62.58

$

63.07

$

63.62

Close

$

62.16

$

66.95

$

67.00

$

66.95

Dividends paid per common share

$

0.05

$

0.05

$

0.05

$

0.05

F-31

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

2006
Quarters

First

Second

Third

Fourth

Net Sales by Major Product Line

PCC

$

141.9

$

137.7

$

138.9

$

138.5

Processed Minerals

30.2

32.3

29.7

26.4

Specialty
Minerals Segment

172.1

170.0

168.6

164.9

Refractories Segment

83.6

86.9

87.5

89.9

Net sales

255.7

256.9

256.1

254.8

Gross profit

55.2

57.2

58.0

54.4

Income from operations

21.4

23.0

25.6

22.4

Income from continuing operations

14.3

13.9

14.7

13.1

Loss from discontinued operations

(1.5
)

(1.3
)

(0.6
)

(2.6
)

Net income

$

12.8

$

12.6

$

14.1

$

10.5

Earnings per
share:

Basic:

Earnings per share

from continuing operations

$

0.72

$

0.70

$

0.75

$

0.69

Earnings (loss) per share

from discontinued operations

(0.08
)

(0.06
)

(0.03
)

(0.14
)

                  Basic earnings per share

$

0.64

$

0.64

$

0.72

$

0.55

Diluted:

Earnings per share

from continuing operations

$

0.71

$

0.70

$

0.75

$

0.68

Earnings (loss) per share

from discontinued operations

(0.07
)

(0.07
)

(0.03
)

(0.13
)

                  Diluted earnings per share

$

0.64

$

0.63

$

0.72

$

0.55

Market price
range per share of common stock:

High

$

58.93

$

61.27

$

53.40

$

59.31

Low

$

52.97

$

51.61

$

48.01

$

51.71

Close

$

58.41

$

52.00

$

53.40

$

58.79

Dividends paid per common share

$

0.05

$

0.05

$

0.05

$

0.05

F-32

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Minerals Technologies Inc.:
We have audited the accompanying consolidated balance sheets
of Minerals Technologies Inc. and subsidiary companies as of December 31, 2007
and 2006, and the related consolidated statements of operations, shareholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 2007. In connection with our audits of the consolidated financial
statements, we also have audited the related financial statement schedule. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with the
standards of the Public
Company Accounting Oversight Board (United
States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Minerals Technologies Inc. and subsidiary companies as of December
31, 2007 and 2006, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 2007, in
conformity with U.S. generally accepted
accounting principles.
Also in our opinion, the related financial statement schedule, when considered
in relation to the consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

As discussed in the notes to the consolidated financial
statements, effective January 1, 2007, the Company adopted FASB Interpretation
No. 48, "Accounting for Uncertainty in Income Taxes." In addition, effective
January 1, 2006, the Company adopted Statement of Financial Accounting Standards
("SFAS") No. 123R, "Share-Based Payment," SFAS No. 151, "Inventory Costs - an
Amendment of ARB No. 43, Chapter 4," and Emerging Issues Task Force Issue No.
04-06, "Accounting for Stripping Costs Incurred During Production in the Mining
Industry." Also as discussed in the notes to the consolidated financial
statements, effective December 31, 2006, the Company adopted SFAS No. 158,
"Employers' Accounting for Defined Benefit Pension and Other Post Retirement
Plans - An Amendment of FASB Statements No. 87, 88, 106, and 132(R)."

We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), Mineral Technologies
Inc. and subsidiary companies' internal control over financial reporting as of
December 31, 2007, based on criteria
established in Internal Control - Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO),
and our report dated February 27, 2008 expressed an unqualified opinion on the
effectiveness of the Company's internal control over financial reporting.

/s/ KPMG LLP
New York, New York

February 27, 2008

F-33

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Minerals Technologies Inc.:
We have audited Minerals Technologies Inc. and subsidiary
companies' internal control over financial reporting as of December 31, 2007,
based on criteria established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Minerals Technologies Inc. and subsidiary companies' management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management's Report on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on the
Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in
all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audit also included performing
such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A
company's internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Minerals Technologies Inc. and subsidiary
companies maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2007, based on criteria established in
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the consolidated
balance sheets of Minerals Technologies Inc. and subsidiary companies as of
December 31, 2007 and 2006, and the related consolidated statements of
operations, shareholders' equity, and cash flows and related financial statement
schedule for each of the years in the three-year period ended December 31, 2007,
and our report dated February 27, 2008 expressed an unqualified opinion
on those consolidated financial statements and financial statement schedule.

/s/ KPMG LLP

New York, New York

February 27, 2008

F-34

Management's Report On Internal Control Over Financial Reporting

     Management of Minerals Technologies Inc. is responsible
for the preparation, integrity and fair presentation of its published
consolidated financial statements. The financial statements have been prepared
in accordance with U.S. generally accepted accounting principles and, as such,
include amounts based on judgements and estimates made by management. The
Company also prepared the other information included in the annual report and is
responsible for its accuracy and consistency with the consolidated financial
statements.

     Management is also responsible for establishing and
maintaining effective internal control over financial reporting. The Company's
internal control over financial reporting includes those policies and procedures
that pertain to the Company's ability to record, process, summarize and report
reliable financial data. The Company maintains a system of internal control over
financial reporting, which is designed to provide reasonable assurance to the
Company's management and board of directors regarding the preparation of
reliable published financial statements and safeguarding of the Company's
assets. The system includes a documented organizational structure and division
of responsibility, established policies and procedures, including a code of
conduct to foster a strong ethical climate, which are communicated throughout
the Company, and the careful selection, training and development of our people.

     The Board of Directors, acting through its Audit
Committee, is responsible for the oversight of the Company's accounting
policies, financial reporting and internal control. The Audit Committee of the
Board of Directors is comprised entirely of outside directors who are
independent of management. The Audit Committee is responsible for the
appointment and compensation of the independent registered public accounting
firm. It meets periodically with management, the independent registered public
accounting firm and the internal auditors to ensure that they are carrying out
their responsibilities. The Audit Committee is also responsible for performing
an oversight role by reviewing and monitoring the financial, accounting and
auditing procedures of the Company in addition to reviewing the Company's
financial reports. The independent registered public accounting firm and the
internal auditors have full and unlimited access to the Audit Committee, with or
without management, to discuss the adequacy of internal control over financial
reporting, and any other matters which they believe should be brought to the
attention of the Audit Committee.

     Management recognizes that there are inherent
limitations in the effectiveness of any system of internal control over
financial reporting, including the possibility of human error and the
circumvention or overriding of internal control. Accordingly, even effective
internal control over financial reporting can provide only reasonable assurance
with respect to financial statement preparation and may not prevent or detect
misstatements. Further, because of changes in conditions, the effectiveness of
internal control over financial reporting may vary over time.

     The Company assessed its internal control system as of
December 31, 2007 in relation to criteria for effective internal control over
financial reporting described in "Internal Control - Integrated Framework"
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on its assessment, the Company has determined that, as of December 31,
2007, its system of internal control over financial reporting was effective.

     The consolidated financial statements have been audited
by the independent registered public accounting firm, which was given
unrestricted access to all financial records and related data, including minutes
of all meetings of stockholders, the Board of Directors and committees of the
Board. Reports of the independent registered public accounting firm, which
includes the independent registered public accounting firm's attestation of the
effectiveness of the Company's internal control over financial reporting are
also presented within this document.

/s/
Joseph C. Muscari

Chairman of the Board

and
Chief Executive Officer
/s/
John A. Sorel

Senior Vice President, Finance

and Chief Financial Officer



/s/
Michael A. Cipolla

Vice President, Corporate Controller

and Chief Accounting Officer

February 27, 2008

F-35

MINERALS TECHNOLOGIES INC. & SUBSIDIARY COMPANIES

SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS

(thousands of dollars)

Description

Balance at Beginning of Period

Additions Charged to Costs, Provisions and Expenses

(b)

Deductions (a)

Balance at End of Period

Year ended
December 31, 2007

Valuation and
qualifying accounts deducted from

assets to which they apply:

Allowance for
doubtful accounts

$

4,550

$

(49)

$

(1,278)

$

3,223

Year ended
December 31, 2006

Valuation and
qualifying accounts deducted from

assets to which they apply:

Allowance for
doubtful accounts

$

5,818

$

377

$

(1,645
)

$

4,550

Year ended
December 31, 2005

Valuation and
qualifying accounts deducted from

assets to which they apply:

Allowance for
doubtful accounts

$

7,143

$

(518
)

$

(807
)

$

5,818

(a)
Includes impact of translation
of foreign currencies.

(b)
Provision for bad debts, net of
reversal of recoveries of $0.2 million, $0.6 million and $1.0 million in
2007, 2006 and 2005, respectively.

S-1

EXHIBIT 10.10(a)
FIRST 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, effective as of January 1,
2008, as follows:
1. Section 2.1(s) shall be amended to read as follows:

"'Disability Leave Status' shall mean
the status of a Member who, for purposes of the Career Earnings Formula, has
been determined to be Disabled and who has completed at least five years of
Creditable Service (effective January 1, 2008, at least three years of
Creditable Service) at the time his Disability began."

2. Section 2.1(ee) shall be amended to read as follows:

"'Normal Retirement Age' shall mean age 65 if the Employee
commenced employment on or before July 31, 2002, or the later of the date
the Employee attains age 65 or completes five years of Creditable Service
(effective January 1, 2008, three years of Creditable Service), if the
Employee commences employment on or after August 1, 2002."

3. The first sentence of Section 4.2(a) shall be amended to read as follows:

"A Member whose Severance from Service Date occurs after he has completed
five or more Years of Creditable Service (effective January 1, 2008, three
or more Years of Creditable Service) shall be entitled to receive a
Retirement Benefit commencing at Normal Retirement Date calculated in
accordance with Section 4.1, the monthly amount of which, if such benefit
were paid in the form of a Single Life Annuity, shall be equal to the
Member's Accrued Benefit at his Annuity Starting Date under the Career
Earnings Formula and/or the Actuarial Equivalent of his Cash Balance Account
at his Annuity Starting Date."

4. Section 4.2(b)(1) shall be amended to read as follows:

"Provisions Applicable to Accrued Benefits Attributable to the Cash
Balance Formula. Subject to the provisions of Article 6, a Member whose
Severance from Service Date occurs after he has completed five or more Years
of Creditable Service (effective January 1, 2008, three or more Years of
Creditable Service) shall be entitled to elect that the Retirement Benefit
payable pursuant to the Cash Balance Formula, if any, commence on the first
day of the month coincident with or following his Severance from Service
Date up to his Normal Retirement Date."

5. The first sentence of Section 4.2(b)(2)(C) shall be amended to read as
follows:

"A Member whose Severance From Service Date occurs on or after the date
as of which the Member has completed five or more Years of Creditable
Service (effective January 1, 2008, three or more Years of Creditable
Service), but prior to the date as of which the Member satisfies the
requirements of Sections 4.2(b)(2)(A) and (B), may elect to commence his
Retirement Benefit as of the first day of any month prior to the Member's
Normal Retirement Date on or after the Member has attained age 55."

6. The first sentence of Section 4.2(b)(2)(D) shall be amended to read as
follows:

"The foregoing notwithstanding, the Retirement Benefit of a Member who
has completed at least five Years of Creditable Service (effective January
1, 2008, at least three Years of Creditable Service) shall in no event be
less than the Retirement Benefit to which the Member would have been
entitled had his Severance from Service Date occurred on December 31, 1993,
under the terms and conditions of the Plan as then in effect (the "1993
Annuity")."

7. The first sentence of Section 4.4(a) shall be amended to read as follows:

"Upon becoming Disabled, a Member who has completed at least five years
of Creditable Service (effective January 1, 2008, at least three years of
Creditable Service) will be eligible for Disability Leave Status."

8. The first sentence of Section 4.4(b) shall be amended to read as follows:

"If a Member who has completed at least five years of Creditable Service
(effective January 1, 2008, at least three years of Creditable Service) and
who is an Employee suffers a Disability prior to termination, and, for
reasons thereof, the Member's status as an Employee ceases, then such Member
shall continue to be credited with Annual Pay Credits and Interest Credits
during the period of such Disability as described below and as provided in
Section 4.1 as if the individual were still actively employed."

9. Section 6.3(b)(1) shall be amended to read as follows:

"With respect to a Retirement Benefit determined under the Career
Earnings Formula, a Member may elect to receive his Retirement Benefit in
the form of a lump sum payment; provided, however, that (A) the election to
receive such lump sum payment must be made by the Member no later than the
Member's Severance from Service Date (effective January 1, 2008, no later
than the end of the second calendar month following the Member's Severance
from Service Date), and (B) the Annuity Starting Date of such lump sum
payment may not be deferred beyond the Annuity Starting Date next following
or coincident with the Member's Severance from Service Date (effective
January 1, 2008, the end of the second calendar month following the Member's
Severance from Service Date). Such lump sum benefit shall be the Actuarial
Equivalent of the Member's Accrued Benefit on the Member's Annuity Starting
Date."

10. Section 6.3(d) of the Plan shall be amended to read as follows:

"Joint and Contingent Annuity Option. A Member may
elect an annuity providing reduced equal monthly payments for his lifetime,
with monthly payments to continue for the lifetime of his Beneficiary in an
amount equal to 50% or 100% (effective January 1, 2008, 50%, 75%, or 100%)
of the monthly amount payable during the Member's lifetime."

11. Section 6.3(e) shall be amended to read as follows:

"Level Income Option. If the Member's benefit is to commence prior
to the Member's Normal Retirement Date, the Member may elect to convert the
Retirement Benefit otherwise payable to him into a Retirement Benefit of an
Actuarial Equivalent value of such amount so that with his expected Social
Security benefit, he will receive, so far as possible, the same amount each
year before and after such expected Social Security benefit commences. A
Member whose Retirement Benefit commences before he reaches age 62 may elect
the Level Income Option based on his Social Security benefit as of age 62 or
his Social Security benefit as of age 65. A Member whose Retirement Benefit
commences after he reaches age 62 may only elect the level income option
based on his Social Security benefit as of age 65. Monthly payments shall
terminate upon the death of the Member unless the Member elected the Level
Income Option in conjunction with the Automatic Joint and Surviving Spouse
Annuity or the Joint and Contingent Annuity Option described in Section
6.3(d), in which event payments shall continue pursuant to such election if
the Member's Spouse or Beneficiary, as applicable, survives the Member. A
Member may not elect the Level Income Option if the Member's monthly
payments under the Level Income Option would be equal to zero following the
Member's attainment of age 62 or age 65, as applicable, nor may a Member
elect the Level Income Option in conjunction with a 75% Joint and Contingent
Annuity Option described in Section 6.3(d)."

12. Section 6.8(b)(2)(B) is amended to read as follows:

"the Member's Beneficiary; and"

13. The first sentence of Section 7.1 is amended to read as follows:

"In the case of a Member who has no surviving Spouse and dies after
having completed at least five Years of Creditable Service (effective
January 1, 2008, at least three Years of Creditable Service) but prior to
his Annuity Starting Date, his Retirement Benefit under the Cash Balance
Formula shall be payable to his Beneficiary in a single lump-sum cash
distribution as soon as practicable following the applicable date described
in Section 7.2."

14. In Section 11.3(E), the phrase "five or more years of Creditable Service"
shall be replaced with "five or more years of Creditable Service (effective
January 1, 2008, three or more years of Creditable Service)," and the phrase "at
least five years of Creditable Service" shall be replaced with "at least five
years of Creditable Service (effective January 1, 2008, at least three years of
Creditable Service)."

15. Section 13.5(a) shall be amended to read as follows:

"For each Plan Year for which the Plan is top-heavy, or is a member of a
top-heavy group, the provisions of Section 4.2(a) shall be changed to
provide for vesting of a Member's Accrued Benefit in accordance with the
following schedule:

Completed Years of Creditable Service

Vested Percentage

Less than 2 years

0%

2 years but less than 3 years

40%

3 years or more

100%

Notwithstanding the foregoing, this subsection (a) shall not apply to the
Accrued Benefit of any Member who is not credited with an Hour of Service
while the Plan is top-heavy."

16. Section 13.5(b) shall be amended to read as follows:

"In a Plan Year in which the Plan is no longer top-heavy or a member of a
top-heavy group, the vesting provisions contained in Section 4.2(a) shall be
restored."

IN WITNESS WHEREOF, the Board of Directors of Minerals Technologies Inc.
has authorized the undersigned to execute this amendment, on this 29th day of
November, 2007.

MINERALS TECHNOLOGIES INC.

BY:
_/s/ Kirk Forrest_________________

Kirk Forrest

General Counsel

BY
/s/ Gordon Borteck______________

Gordon Borteck

Vice-President, Organization and Human Resources

MINERALS TECHNOLOGIES INC

EXHIBIT 10.12



MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN

MINERALS TECHNOLOGIES INC. SAVINGS AND INVESTMENT PLAN

WHEREAS, Minerals
Technologies Inc. (hereinafter referred to as the "Employer") heretofore adopted
the Minerals Technologies Inc. Savings and Investment Plan (hereinafter referred
to as the "Plan") for the benefit of its eligible Employees,

WHEREAS, the Employer reserved the right to amend the
Plan; and

WHEREAS, the Employer has previously amended the Plan to
comply with changes permitted or required by the Economic Growth and Tax Relief
Reconciliation Act of 2001 and technical corrections made by the Job Creation
and Worker Assistance Act of 2002, and the Employer now wishes to amend and
restate the Plan in order to reflect certain changes in law and other
regulations and guidance published by the Internal Revenue Service and to add or
modify certain administrative provisions; and

WHEREAS, it is intended that the Plan is to continue to
be a qualified profit sharing plan under Section 401(a) and 501(a) of the
Internal Revenue Code for the exclusive benefit of the Participants and their
Beneficiaries; and

WHEREAS, it is intended that the cash or deferral
arrangement forming part of the Plan is to continue to qualify under Section
401(k) of the Internal Revenue Code;

NOW, THEREFORE, the Plan is hereby amended by restating
the Plan, effective as of September 14, 2007, except where the provisions of the
Plan (or the requirements of applicable law) shall otherwise specifically
provide, in its entirety as follows:

TABLE OF CONTENTS

ARTICLE ONE--DEFINITIONS

1.1 Account
1.2 Administrator
1.3 Beneficiary
1.4 Break in Service
1.5 Code
1.6 Compensation
1.7 Disability
1.8 Effective Date
1.9 Employee
1.10 Employer
1.11 Employment Date
1.12 Fail-Safe Contribution
1.13 Highly-Compensated Employee
1.14 Hour of Service
1.15 Leased Employee
1.16 Nonhighly-Compensated Employee
1.17 Normal Retirement Date
1.18 Participant
1.19 Plan
1.20 Plan Year
1.21 Trust
1.22 Trustee
1.23 Valuation Date
1.24 Year of Service or Service

ARTICLE TWO--SERVICE DEFINITIONS AND RULES

2.1 Year of Service
2.2 Service in Excluded Job Classifications or with Related Companies

ARTICLE THREE--PLAN PARTICIPATION

3.1 Participation
3.2 Re-employment of Former Participant
3.3 Change in Eligibility Status
3.4 Compliance with USERRA

ARTICLE FOUR--ELECTIVE DEFERRALS, EMPLOYER CONTRIBUTIONS,
ROLLOVERS AND TRANSFERS FROM OTHER PLANS

4.1 Elective Deferrals
4.2 Employer Contributions
4.3 Rollovers and Transfers of Funds from Other Plans
4.4 Timing of Contributions
4.5 Employee After-Tax Contributions

ARTICLE FIVE--ACCOUNTING RULES

5.1 Investment of Accounts and Accounting Rules
5.2 Voting Rights
5.3 Plan Expenses

ARTICLE SIX--VESTING AND RETIREMENT BENEFITS

6.1 Vesting
6.2 Forfeiture of Nonvested Balance

ARTICLE SEVEN--MANNER AND TIME OF DISTRIBUTING BENEFITS

7.1 Manner of Payment
7.2 Time of Commencement of Benefit Payments
7.3 Distributions Upon Death
7.4 Furnishing Information
7.5 Minimum Distribution Requirements
7.6 Designation of Beneficiary
7.7 Eligible Rollover Distributions

ARTICLE EIGHT--LOANS AND IN-SERVICE WITHDRAWALS

8.1 Loans
8.2 Hardship Distributions
8.3 Withdrawals After Age 59½
8.4 Non-Hardship Withdrawals

ARTICLE NINE--ADMINISTRATION OF THE PLAN

9.1 Plan Administration
9.2 Claims Procedure
9.3 Trust Agreement

ARTICLE TEN--SPECIAL COMPLIANCE PROVISIONS

10.1 Distribution of Excess Elective Deferrals
10.2 Limitations on 401(k) Contributions
10.3 Nondiscrimination Test for Employer Matching Contributions and After-Tax
Contributions

ARTICLE ELEVEN--LIMITATION ON ANNUAL ADDITIONS

11.1 Rules and Definitions

ARTICLE TWELVE--AMENDMENT AND TERMINATION

12.1 Amendment
12.2 Termination of the Plan

ARTICLE THIRTEEN--TOP-HEAVY PROVISIONS

13.1 Applicability
13.2 Definitions

13.3 Allocation of Employer Contributions and Forfeitures for a
Top-Heavy Plan Year

13.4 Vesting

ARTICLE FOURTEEN--MISCELLANEOUS PROVISIONS

14.1 Plan Does Not Affect Employment
14.2 Successor to the Employer
14.3 Repayments to the Employer
14.4 Benefits not Assignable
14.5 Merger of Plans
14.6 Investment Experience not a Forfeiture
14.7 Construction
14.8 Governing Documents
14.9 Governing Law
14.10 Headings
14.11 Counterparts
14.12 Location of Participant or Beneficiary Unknown
14.13 Distribution to Minor or Legally Incapacitated

ARTICLE ONE--DEFINITIONS

For purposes of the Plan, unless the context or an
alternative definition specified within another Article provides otherwise, the
following words and phrases shall have the definitions provided:

1.1 "ACCOUNT" shall mean the individual
bookkeeping accounts maintained for a Participant under the Plan which shall
record (a) the Participant's allocations of Employer contributions and
forfeitures, if applicable, (b) amounts of Compensation deferred to the Plan
pursuant to the Participant's election, (c) any amounts rolled over or
transferred to this Plan under Section 4.3 from another qualified retirement
plan, or from another qualified plan in connection with a plan merger, (d)
any after-tax contributions made to the Plan, and (e) the allocation of
Trust investment experience.

1.2 "ADMINISTRATOR" shall mean the Plan
Administrator appointed from time to time in accordance with the provisions
of Article Nine hereof.

1.3 "BENEFICIARY" shall mean any person, trust,
organization, or estate entitled to receive payment under the terms of the
Plan upon the death of a Participant.

1.4 "BREAK IN SERVICE" shall have the meaning set
forth in Article Two.

1.5 "CODE" shall mean the Internal Revenue Code
of 1986, as amended from time to time.

1.6 "COMPENSATION" shall mean the sum of (1) the
base pay and bonuses received by a Participant from the Employer in a Plan
Year, plus any overtime pay, premium pay, call-in/call-back pay and vacation
pay, but excluding contest awards, remuneration received in the form of
salary continuance or lump sum severance while no longer providing services
to the Employer and other similar payments and (2) any amount which is
contributed by the Employer on behalf of the Participant pursuant to a
salary reduction agreement and which is not includable in gross income under
Section 125, 132(f)(4), 402(e)(3), 402(h) or 403(b) of the Code.

Notwithstanding the foregoing, for purposes of applying
the limitations described in Section 11.1, and for purposes of defining
compensation under Section 1.13 and Article Thirteen of the Plan,
Compensation shall mean compensation within the meaning of Section 415(c)(3)
of the Code and the regulations thereunder, and shall include any elective
amounts that are not includible in the gross income of the Employee by
reason of 125, 132(f)(4), 402(e)(3), 402(h) or 403(b) of the Code.

In addition to other applicable limitations set forth in
the Plan, and notwithstanding any other provision of the Plan to the
contrary, the annual Compensation of each Participant taken into account for
any purpose under the Plan shall not exceed the amount in effect under
Section 401(a)(17) of the Code ($225,000 for 2007) as adjusted annually by
the Secretary of the Treasury or his delegate for increases in the cost of
living in accordance with Section 401(a)(17)(B) of the Code. The
cost-of-living adjustment in effect for a calendar year applies to any
period, not exceeding twelve (12) months, over which Compensation is
determined (determination period) beginning in such calendar year. If a
determination period consists of fewer than twelve (12) months, the annual
compensation limit shall be multiplied by a fraction, the numerator of which
is the number of months in the determination period, and the denominator of
which is twelve (12).

1.7 "DISABILITY" shall mean any medically
determinable physical or mental impairment which causes the Participant to
be eligible for benefits under the Employer's long-term disability insurance
program.

1.8 "EFFECTIVE DATE" shall mean the effective
date of this restatement, September 14, 2007, on and after which it
supersedes the terms of the existing Plan document, except where the
provisions of the Plan (or the requirements of applicable law) shall
otherwise specifically provide. The rights of any Participant who terminated
employment with the Employer prior to the applicable date shall be
established under the terms of the Plan and Trust as in effect at the time
of the Participant's termination from employment, unless the Participant
subsequently returns to employment with the Employer, or unless otherwise
provided under the terms of the Plan. Rights of spouses and Beneficiaries of
such Participants shall also be governed by those documents.

1.9 "EMPLOYEE" shall mean a common law employee
of the Employer or of any other employer required to be aggregated with such
Employer under Section 414(b), 414(c), 414(m) or 414(o) of the Code. The
term "Employee" shall also include any Leased Employee deemed to be an
Employee of any Employer described in the previous paragraph as provided in
Section 414(n) or 414(o) of the Code.

1.10 "EMPLOYER" shall mean Minerals Technologies
Inc. and any subsidiary or affiliate which is a member of its "related
group" (as defined in Section 2.5) which has adopted the Plan (a
"Participating Affiliate"), and shall include any successor(s) thereto which
adopt this Plan. Any such subsidiary or affiliate of Minerals Technologies
Inc. may adopt the Plan with the approval of its board of directors (or
noncorporate counterpart) subject to the approval of Minerals Technologies
Inc. The Participating Affiliates are listed in Appendix A to the Plan. The
provisions of this Plan shall apply equally to each Participating Affiliate
and its Employees except as specifically set forth in the Plan; provided,
however, notwithstanding any other provision of this Plan, the amount and
timing of contributions under Article 4 to be made by any Employer which is
a Participating Affiliate shall be made subject to the approval of Minerals
Technologies Inc. For purposes hereof, each Participating Affiliate shall be
deemed to have appointed Minerals Technologies Inc. as its agent to act on
its behalf in all matters relating to the

administration, amendment, termination of the Plan and
the investment of the assets of the Plan. For purposes of the Code and ERISA,
the Plan as maintained by Minerals Technologies Inc. and the Participating
Affiliates shall constitute a single plan rather than a separate plan of
each Participating Affiliate. All assets in the Trust shall be available to
pay benefits to all Participants and their Beneficiaries.

1.11 "EMPLOYMENT DATE" shall mean the first date
as of which an Employee is credited with an Hour of Service, provided that,
in the case of a Break in Service, the Employment Date shall be the first
date thereafter as of which an Employee is credited with an Hour of Service.

1.12 "FAIL-SAFE CONTRIBUTION" shall mean a
qualified nonelective contribution which is a contribution (other than
matching contributions or Qualified Matching Contributions (within the
meaning of Section 10.2)) made by the Employer and allocated to
Participants' accounts that the Participants may not elect to receive in
cash until distribution from the Plan; that are nonforfeitable when made;
and that are distributable only in accordance with the distribution
provisions under Section 401(k) of the Code and the regulations promulgated
thereunder.

1.13 "HIGHLY-COMPENSATED EMPLOYEE" shall mean any
Employee of the Employer who:

(a) was a five percent (5%) owner of the Employer (as
defined in Section 416(i)(1)) of the Code at any time during the
"determination year" or "look-back year"; or

(b) earned more than $100,000 of Compensation from
the Employer during the "look-back year" and was in the top twenty
percent (20%) of Employees by Compensation for such year. The $100,000
amount shall be adjusted at the same time and in the same manner as
under Section 415(d) of the Code, except that the base period is the
calendar quarter ending September 30, 1996.

For purposes of this Section, the "determination
year" shall be the Plan Year for which a determination is being made as
to whether an Employee is a Highly-Compensated Employee. The "look-back
year" shall be the twelve (12) month period immediately preceding the
"determination year."

1.14 "HOUR OF SERVICE" shall have the meaning set
forth below:

(a) An Hour of Service is each hour for which an
Employee is paid, or entitled to payment, for the performance of duties
for the Employer, during the applicable computation period.

(b) An Hour of Service is each hour for which an
Employee is paid, or entitled to payment, by the Employer on account of
a period of time during which no duties are performed (irrespective of
whether the employment relationship has terminated) due to vacation,

holiday, illness, incapacity (including
disability), layoff, jury duty, military duty, or leave of absence.
Notwithstanding the preceding sentence,

(i) No more than five hundred and one (501) Hours
of Service shall be credited under this paragraph (b) to any
Employee on account of any single continuous period during which the
Employee performs no duties (whether or not such period occurs in a
single computation period). Hours under this paragraph will be
calculated and credited pursuant to Section 2530.200b-2 of the
Department of Labor Regulations which is incorporated herein by
reference.;

(ii) An hour for which an Employee is directly or
indirectly paid, or entitled to payment, on account of a period
during which no duties are performed shall not be credited to the
Employee if such payment is made or due under a plan maintained
solely for the purpose of complying with applicable workmen's
compensation, or unemployment compensation or disability insurance
laws; and

(iii) Hours of Service shall not be credited for
a payment which solely reimburses an Employee for medical or
medically related expenses incurred by the Employee.

For purposes of this paragraph (b), a payment shall
be deemed to be made by or due from the Employer regardless of whether
such payment is made by or due from the Employer directly, or indirectly
through, among others, a trust fund, or insurer, to which the Employer
contributes or pays premiums and regardless of whether contributions
made or due to the trust fund, insurer or other entity are for the
benefit of particular Employees or are on behalf of a group of Employees
in the aggregate.

(c) An Hour of Service is each hour for which back
pay, irrespective of mitigation of damages, is either awarded or agreed
to by the Employer. The same Hours of Service shall not be credited both
under paragraph (a) or paragraph (b), as the case may be, and under this
paragraph (c). Thus, for example, an Employee who receives a back pay
award following a determination that he was paid at an unlawful rate for
Hours of Service previously credited shall not be entitled to additional
credit for the same Hours of Service. Crediting of Hours of Service for
back pay awarded or agreed to with respect to periods described in
paragraph (b) shall be subject to the limitations set forth in that
paragraph.

(d) Hours of Service under this Section shall be
determined under the terms of the Family and Medical Leave Act of 1993
and the Uniformed Services Employment and Reemployment Rights Act of
1994.

In crediting Hours of Service for Employees who are
paid on an hourly basis, the "actual" method shall be utilized. For this
purpose, the "actual" method shall mean the determination of Hours of
Service from records of hours worked and hours for which the Employer
makes payment or for which payment is due from the Employer, subject to
the limitations enumerated above. In crediting Hours of Service for
Employees who are not paid on an hourly basis, the "weeks of employment"
method shall be utilized. Under this method, an Employee shall be
credited with ninety (90) Hours of Service for each bi-weekly pay period
for which the Employee would be

required to be credited with at least one (1)
Hour of Service pursuant to the provisions enumerated above.

Hours of Service shall be credited for employment
with other members of an affiliated service group (under Section 414(m)
of the Code, a controlled group of corporations (under Section 414(b) of
the Code, or a group of trades or businesses under common control (under
Section 414(c) of the Code) of which the Employer is a member, and any
other entity required to be aggregated under Section 414(o) of the Code.

Hours of Service shall be credited for any individual
considered an Employee for purposes of this Plan under Section 414(n) or
Section 414(o) of the Code.

1.15 "LEASED EMPLOYEE" shall mean any person
(other than an employee of the recipient) who, pursuant to an agreement
between the recipient Employer and any other person or organization, has
performed services for the recipient Employer (determined in accordance with
Section 414(n)(6) of the Code) on a substantially full-time basis for a
period of at least one (1) year and where such services are performed under
the primary direction and control of the recipient Employer. A person shall
not be considered a Leased Employee if the total number of Leased Employees
does not exceed twenty percent (20%) of the Nonhighly-Compensated Employees
employed by the recipient Employer, and if any such person is covered by a
money purchase pension plan providing (a) a nonintegrated employer
contribution rate of at least ten percent (10%) of compensation (within the
meaning of Section 414(n)(5)(C) of the Code), (b) immediate participation,
and (c) full and immediate vesting.

1.16 "NONHIGHLY-COMPENSATED EMPLOYEE" shall mean
an Employee of the Employer who is not a Highly-Compensated Employee.

1.17 "NORMAL RETIREMENT DATE" shall mean the
Participant's sixty-fifth (65^th) birthday. The date on which the
Participant attains age sixty-five (65) shall also be the Participant's
Normal Retirement Age.

1.18 "PARTICIPANT" shall mean any Employee who
has satisfied the eligibility requirements of Article Three and who is
participating in the Plan.

1.19 "PLAN" shall mean the Minerals Technologies
Inc. Savings and Investment Plan, as set forth herein and as may be amended
from time to time.

1.20 "PLAN YEAR" shall mean the twelve
(12)-consecutive month period beginning January 1 and ending December 31.

1.21 "TRUST" shall mean the Trust Agreement
entered into between the Employer and the Trustee forming part of this Plan,
together with any amendments thereto. "Trust Fund" shall mean any and all
property held by the Trustee pursuant to the Trust Agreement, together with
income therefrom.

1.22 "TRUSTEE" shall mean the Trustee or Trustees
appointed by the Employer, and any successors thereto.

1.23 "VALUATION DATE" shall mean each day on
which the New York Stock Exchange is open for business.

1.24 "YEAR OF SERVICE" or "SERVICE" shall have
the meanings provided in Article Two of the Plan.

ARTICLE TWO--SERVICE DEFINITIONS AND RULES

Service is the period of employment credited under the Plan.
Definitions and special rules related to Service are as follows:

2.1 YEAR OF SERVICE. An Employee shall be
credited with a Year of Service if he completes at least one thousand
(1,000) Hours of Service during the twelve (12)-consecutive month period
commencing on his Employment Date. If an Employee fails to be credited with
at least one thousand (1,000) Hours of Service during that computation
period, he shall be credited with a Year of Service if he is credited with
at least one thousand (1,000) Hours of Service in any Plan Year commencing
on or after his Employment Date. For such purposes, an Employee shall be
credited with a Year of Service on the day in which he completes the one
thousandth (1,000th) Hour of Service in the applicable computation period.

2.2 SERVICE IN EXCLUDED JOB CLASSIFICATIONS OR WITH
RELATED COMPANIES

(a) Service while a Member of an Ineligible
Classification of Employees. An Employee who is a member of an
ineligible classification of Employees shall not be eligible to
participate in the Plan while a member of such ineligible
classification. However, if any such Employee is transferred to an
eligible classification, such Employee shall be credited with any Years
of Service completed while a member of such an ineligible
classification. For this purpose, an Employee shall be considered a
member of an ineligible classification of Employees for any period
during which he is employed in a job classification which is excluded
from participating in the Plan under Section 3.1.

(b) Service with Related Group Members.
Subject to Section 2.1, for each Plan Year in which the Employer is a
member of a "related group," as hereinafter defined, all Service of an
Employee or Leased Employee (hereinafter collectively referred to as
"Employee" solely for purposes of this Section 2.2(b)) with any one or
more members of such related group shall be treated as employment by the
Employer for purposes of determining the Employee's Years of Service.
The transfer of employment by any such Employee to another member of the
related group shall not be deemed to constitute a retirement or other
termination of employment by the Employee for purposes of this Section,
but the Employee shall be deemed to have continued in employment with
the Employer for purposes of determining the Employee's Years of
Service. For purposes of this subsection (b), "related group" shall mean
the Employer and all corporations, trades or businesses (whether or not
incorporated) which constitute a controlled group of corporations with
the Employer, a group of trades or businesses under common control with
the Employer, or an affiliated service group which includes the
Employer, within the meaning of Section 414(b), Section 414(c), or
Section 414(m), respectively, of the Code or any other entity required
to be aggregated under Code Section 414(o).

(c) Construction. This Section is
included in the Plan to comply with the Code provisions regarding the
crediting of Service, and not to extend any additional rights to
Employees in ineligible classifications other than as required by the
Code and regulations thereunder.

ARTICLE THREE--PLAN PARTICIPATION

3.1 PARTICIPATION. All Employees participating in
the Plan prior to the Plan's restatement shall continue to participate,
subject to the terms hereof.

Subject to the following provisions of
this Section 3.1, each other Employee who is employed by
the Employer shall become a Participant under the Plan as soon
as administratively possible following his Employment Date.
Provided, however, that any Employee (i) who is classified by
the Employer as a temporary employee whose employment at the
time of hire is expected to be limited to less than six (6)
months or (ii) with respect to an individual who is hired on or
after September 14, 2007, who is scheduled to complete less than
twenty (20) Hours of Service per week, shall become a
Participant as soon as administratively possible following his
completion of a Year of Service.

In no event, however, shall any Employee (or
other individual) participate under the Plan while he is: (i)
not employed by an Employer (except as provided in the next
paragraph); (ii) included in a unit of Employees covered by a
collective bargaining agreement between the Employer and the
Employee representatives under which retirement benefits were
the subject of good faith bargaining, unless the terms of such
bargaining agreement expressly provides for the inclusion in the
Plan; (iii) employed as an independent contractor on the payroll
records of the Employer (regardless of any subsequent
reclassification by the Employer, any governmental agency or
court); (iv) employed as a consultant; (v) employed as a Leased
Employee; or (vi) a nonresident alien who receives no earned
income (within the meaning of Section 911(d)(2) of the Code)
from the Employer which constitutes income from sources within
the United States (within the meaning of Section 861(a)(3) of
the Code).

An Employee who is a United States citizen or a
"Participating Resident Alien" (as defined below) and who is employed
outside the continental limits of the United States in the service of a
foreign subsidiary (including foreign subsidiaries of such foreign
subsidiary) of the Employer shall be considered, for all purposes of this
Plan, as employed in the service of the Employer, if (i) the Employer has
entered into an agreement under Section 3121(l) of the Code which applies to
the foreign subsidiary of which such person is an employee, and (ii)
contributions under a funded plan of deferred compensation, whether or not a
plan described in Section 401(a), 403(a), or 405(a) of the Code, are not
provided by any other person with respect to the remuneration paid to such
individual by the foreign subsidiary. A "Participating Resident Alien" means
an Employee who is not a United States citizen but (i) has previously been
employed as a lawful resident alien in the service of an Employer within the
United States, (ii) was a Participant in the Plan during such employment,
(iii) is currently employed at a location outside both the person's country
of citizenship and the United States, and (iv) continues to maintain his
eligibility for employment as a lawful resident alien within the United
States.

3.2 RE-EMPLOYMENT OF FORMER PARTICIPANT. A
Participant whose participation ceased because of termination of employment
with the Employer shall resume participating upon his reemployment as an
eligible Employee. Such an individual shall be eligible to commence

elective deferrals (within the meaning of Section 4.1) as
soon as administratively possible following his return to employment.

3.3 CHANGE IN ELIGIBILITY STATUS. In the event a
Participant is no longer a member of an eligible class of Employees and he
becomes ineligible to participate, such Employee shall resume participating
upon his return to an eligible class of Employees. Such an individual shall
be eligible to commence elective deferrals (within the meaning of Section
4.1) as soon as administratively possible following his return to an
eligible class of Employees.

In the event an Employee who is not a member of an
eligible class of Employees becomes a member of an eligible class, such
Employee shall participate upon becoming a member of an eligible class of
Employees, if such Employee has otherwise satisfied the eligibility
requirements of Section 3.1 and would have otherwise previously become a
Participant. Such an individual shall be eligible to commence elective
deferrals (within the meaning of Section 4.1) as soon as administratively
possible following his becoming an eligible Employee.

3.4 COMPLIANCE WITH USERRA. Notwithstanding any
provision of this Plan to the contrary, Participants shall receive service
credit and be eligible to make deferrals and receive Employer contributions
with respect to periods of qualified military service (within the meaning of
Section 414(u)(5) of the Code) in accordance with Section 414(u) of the
Code.

ARTICLE FOUR--ELECTIVE DEFERRALS, EMPLOYER CONTRIBUTIONS, AND

ROLLOVERS AND TRANSFERS FROM OTHER PLANS

4.1 ELECTIVE DEFERRALS

(a) Elections. A Participant may elect
to defer a portion of his Compensation for a Plan Year on a pre-tax
basis. The amount of a Participant's Compensation contributed in
accordance with the Participant's election shall be withheld by the
Employer from the Participant's Compensation on a ratable basis
throughout the Plan Year. For purposes of making elective deferrals
pursuant to this Section, only Compensation earned while eligible to
make such deferrals shall be considered. The amount deferred on behalf
of each Participant shall be contributed by the Employer to the Plan and
allocated to the portion of the Participant's Account consisting of
pre-tax contributions.

Except as otherwise provided in Section 4.1(e) below,
each Participant may elect to contribute from two percent (2%) to twenty
percent (20%) of such Participant's Compensation as a pre-tax
contribution, provided, however, that the Administrator may specify a
limit lower than twenty percent (20%) with respect to Highly-Compensated
Employees to ensure compliance with the limitations set forth in Section
10.2.

Notwithstanding the foregoing, any Employee who, upon
first becoming eligible to participate in the Plan pursuant to Section
3.1 on or after September 14, 2007, fails to affirmatively make a
deferral election (including an election to contribute zero percent (0%)
of his Compensation to the Plan) within the time prescribed by the
Administrator, shall be deemed to have elected to defer two percent (2%)
of his Compensation as a pre-tax contribution ("deemed elective
deferral"). The Administrator shall provide to each Employee a notice of
his right to receive the amount of the deemed elective deferral in cash
and his right to increase or decrease his rate of elective deferrals.
The Administrator shall also provide each such Employee a reasonable
period to exercise such right before the date on which the deemed
elective deferral becomes effective.

(b) Changes in Election. A Participant
may prospectively elect to change or revoke the amount (or percentage)
of his elective deferrals during the Plan Year by filing a written
election with the Administrator, or via such other method as permitted
by the Administrator.

(c) Limitations on Deferrals. Except to
the extent permitted under Section 4.1(e), no Participant shall be
permitted to make elective deferrals during any taxable year in excess
of the dollar limitation contained in Section 402(g) of the Code in
effect for such taxable year.

(d) Administrative Rules. All elections
made under this Section 4.1, including the amount and frequency of
deferrals, shall be subject to the rules established by the
Administrator which shall be consistently applied and which may be
changed from time to time.

(e) Catch-up Contributions.
Notwithstanding any limitation otherwise specified in this Section 4.1,
all Participants who are eligible to make elective deferrals under
Section 4.1(a) and who have attained age fifty (50) before the close of
the taxable year shall be eligible to make catch-up contributions in
accordance with, and subject to the limitations of, Section 414(v) of
the Code.

Such catch-up contributions shall not be taken into
account for purposes of the provisions of the Plan implementing the
required limitations of Section 402(g) and 415 of the Code. The Plan
shall not be treated as failing to satisfy the requirements of the Plan
implementing the requirements of Section 401(k)(3), 401(k)(11),
401(k)(12), 402A, 410(b), or 416 of the Code, as applicable, by reason
of the making of such catch-up contributions.

4.2 EMPLOYER CONTRIBUTIONS For each payroll
period, the Employer may contribute to the Plan, on behalf of each
Participant, a discretionary matching contribution equal to a percentage (as
determined by Minerals Technologies Inc.'s board of directors) of the
elective deferrals, including any catch-up contribution made pursuant to
Section 4.1 and/or after-tax contributions under Section 4.5 made by each
such Participant, provided, however, that the amount of such Employer
matching contribution for any Participant in a Plan Year shall not exceed
four percent (4%) of the Participant's Compensation for the period during
which elective deferrals, including any catch-up contributions, and/or
after-tax contributions are made by the Participant. Minerals Technologies
Inc.'s board of directors may also determine to increase, suspend or reduce
its contributions under this Section for any Plan Year or any portion
thereof. Allocations under this Section shall be subject to the special
rules of Section 13.3 in any Plan Year in which the Plan is a Top-Heavy Plan
(as defined in Section 13.2(b)).

Employer matching contributions may be made by the
Employer in cash or in the form of Minerals Technologies Inc. common stock.
Such contributions shall be allocated to the Account of each eligible
Participant as of the last day of the period for which the contributions are
made, or as soon as administratively possible thereafter.

4.3 ROLLOVERS AND TRANSFERS OF FUNDS FROM OTHER
PLANS. With the approval of the Administrator, there may be paid to the
Trustee amounts which have been held under the following types of plans:

(1) a qualified plan described in Section 401(a) or
403(a) of the Code; excluding after-tax employee contributions and
excluding designated Roth contributions under Section 402A of the Code;

(2) an annuity contract described in Section 403(b)
of the Code, excluding after-tax employee contributions;

(3) an eligible plan under Section 457(b) of the Code
which is maintained by a state, political subdivision of a state, or any
agency or instrumentality of a state or political subdivision of a
state, excluding after-tax employee contributions; and

(4) an individual retirement account which was used
solely as a conduit from a qualified plan described in Section 401(a) of
the Code.

Any amounts so transferred on behalf of a Participant
shall be nonforfeitable and shall be maintained under a separate Plan
account, to be paid in addition to amounts otherwise payable under this
Plan. The amount of any such account shall be equal to the fair market value
of such account as adjusted for income, expenses, gains, losses, and
withdrawals attributable thereto.

4.4 TIMING OF CONTRIBUTIONS. Employer
contributions shall be made to the Plan no later than the time prescribed by
law for filing the Employer's federal income tax return (including
extensions) for its taxable year ending with or within the Plan Year.
Elective deferrals under Section 4.1 or after-tax Employee contributions
under Section 4.5 shall be paid to the Plan as soon as administratively
possible, but no later than the fifteenth (15^th) business day of
the month following the month in which such deferrals would have been
payable to the Participant in cash, or such later date as permitted or
prescribed by the Department of Labor.

4.5 EMPLOYEE AFTER-TAX CONTRIBUTIONS. A
Participant may elect to contribute from two percent (2%) to twenty percent
(20%) of his Compensation to the Plan on an after-tax basis, in accordance
with procedures and limitations established by the Administrator which shall
be consistently applied and which may be changed from time to time,
provided, however, that the Administrator may specify a limit lower than
twenty percent (20%) with respect to Highly-Compensated Employees to ensure
compliance with the limitations set forth in Section 10.3. A Participant may
prospectively elect to change or revoke the amount (or percentage) of his
after-tax contributions during the Plan Year in accordance with procedures
established by the Administrator.
Any after-tax contributions made by a Participant
shall be contributed by the Employer to the Plan and allocated to the
portion of the Participant's Account consisting of after-tax contributions.

The total elective deferrals made under Section 4.1(a)
plus any after-tax contributions made by a Participant for a Plan Year may
not exceed twenty percent (20%) of the Participant's Compensation.

ARTICLE FIVE--ACCOUNTING RULES

5.1 INVESTMENT OF ACCOUNTS AND ACCOUNTING RULES

(a) Investment Funds. The Committee
shall identify from time to the time the investment funds in which the
Plan's assets may be invested. Such funds shall include an "Employer
Stock Fund," which is primarily invested in Minerals Technologies Inc.
common stock, with a portion being invested in cash and cash equivalents
for liquidity purposes. Participants' Accounts shall generally be
invested pursuant to the direction of the Participants. However, any
Company matching contributions made on behalf of a Participant shall
initially be invested in the Employer Stock Fund.

(b) Participant Direction of Investments.
Each Participant (including, for this purpose, any former Employee,
Beneficiary, or "alternate payee" (within the meaning of Section 14.4
below) with an Account balance) may direct how his Account, or such
portion thereof which is subject to his investment direction, is to be
invested among the available investment funds in the percentage
multiples established by the Administrator. In the event a Participant
fails to make an investment election, with respect to all or any portion
of his Account subject to his investment direction, the Trustee shall
invest all or such portion of his Account in the investment fund to be
designated by the Administrator. A Participant may change his investment
election, with respect to future contributions and, if applicable,
forfeitures, and/or amounts previously accumulated in the Participant's
Account in accordance with procedures established by the Administrator.
Any such change in a Participant's investment election shall be
effective at such time as may be prescribed by the Administrator.
However, where it deems appropriate, and subject to the requirements of
applicable law, the Administrator may decline to implement the
investment election, or otherwise limit the frequency by which a
Participant may direct the investment of his Account. If the Plan's recordkeeper or investments are changed, the Administrator may apply
such administrative rules and procedures as are necessary to provide for
the transfer of records and/or assets, including without limitation, the
suspension of Participant's investment directions, withdrawals and
distributions for such period of time as is necessary, and the transfer
of Participants' Accounts to designated funds or an interest bearing
account until such change has been completed.

(c) Allocation of Investment Experience.
As of each Valuation Date, the investment fund(s) of the Trust shall
be valued at fair market value, and the income, loss, appreciation and
depreciation (realized and unrealized), and any paid expenses of the
Trust attributable to such fund shall be apportioned among Participants'
Accounts within the fund based upon the value of each Account within the
fund as of the preceding Valuation Date.

(d) Manner and Time of Debiting Distributions.
For any Participant who is entitled to receive a distribution from
his Account, such distribution shall be made in accordance with the
provisions of Article 7. The amount distributed shall be based upon the
fair market value of the Participant's Account as of the Valuation Date
preceding the distribution.

5.2 VOTING RIGHTS. Any securities held in the investment funds,
including the Employer Stock Fund and the Pfizer Inc Stock Fund, shall be
voted in the manner provided in the Trust Agreement.

5.3 PLAN EXPENSES. The costs of administering the Plan and
other Plan expenses shall be paid by the Trust in a nondiscriminatory
manner specified by the Administrator, but if not paid by the Trust shall
be paid by the Employer.

ARTICLE SIX--VESTING

6.1 VESTING. A Participant shall at all times
have a nonforfeitable (vested) right to his Account derived from elective
deferrals (within the meaning of Section 4.1), after-tax contributions
(under Section 4.5), Employer matching contributions (under Section 4.2(a)),
Employer Fail-Safe Contributions, "Qualified Matching Contributions" (within
the meaning of Section 10.2), and rollovers or transfers from other plans,
as adjusted for investment experience.

6.2 FORFEITURE OF NONVESTED BALANCE. If a portion
of a Participant's Account is not vested for any reason, for example, if an
excess contribution is made by the Employer, the nonvested portion of the
Participant's Account shall be forfeited as soon as administratively
practical thereafter. The amount forfeited shall be used to pay Plan
administrative expenses and/or to reduce Employer contributions under the
Plan.

ARTICLE SEVEN--MANNER AND TIME OF DISTRIBUTING BENEFITS

7.1 MANNER OF PAYMENT. The Participant's Account
shall be distributed to the Participant (or to the Participant's Beneficiary
in the event of the Participant's death) in a single lump-sum payment.

To the extent the Participant's Account is invested in
the Employer Stock Fund (within the meaning of Section 5.1(a)) or in the
"Pfizer Stock Fund," consisting of Pfizer Inc common stock and cash and cash
equivalents for liquidity purposes, the Participant (or Beneficiary in the
event of the Participant's death) may elect to receive such portion of his
Account in a single payment in (i) cash, or (ii) whole shares of stock, with
any fractional shares and the cash and cash equivalent portions of the
underlying stock fund being distributed in cash.

Notwithstanding the foregoing, but subject to the
following provisions of this Article Seven, if the Participant's Account
exceeds $5,000, a Participant may also elect to receive partial payments of
his Account.

7.2 TIME OF COMMENCEMENT OF BENEFIT PAYMENTS.
If the Participant's Account exceeds $5,000, the Participant can elect
to receive a distribution in accordance with Section 7.1 at any time after
the Participant's separation from service with the Employer.

If the Participant so elects, distribution of the
Participant's Account shall be made or commence no later than the sixtieth
(60) day after the later of the close of the Plan Year in which: (a) the
Participant attains age sixty-five (65) (or Normal Retirement Date, if
earlier), (b) occurs the tenth (10^th) anniversary of the year in
which the Participant commenced participation in the Plan, or (c) the
Participant severs employment with the Employer.

In no event, however, shall distribution of the
Participant's Account be made later than the April 1st following the end of
the calendar year in which the Participant attains age seventy and one-half
(70½), or, except for a Participant who is a five percent (5%) owner of the
Employer (within the meaning of Section 401(a)(9)(C) of the Code), if later,
the April 1st following the calendar year in which the Participant separates
from service with the Employer (the "required beginning date").

Notwithstanding the foregoing, if the Participant's
Account does not exceed $5,000, the Participant's entire Account shall
normally be distributed to the Participant (or, in the event of the
Participant's death, his Beneficiary) in a lump-sum payment as soon as
administratively practicable following the date the Participant retires,
dies or otherwise terminates from employment. However, in the event of a
mandatory distribution to a Participant whose Account is greater than
$1,000, if the Participant does not elect to have such automatic
distribution paid directly to an eligible retirement plan specified by the
Participant in a direct rollover or to receive the distribution directly in
accordance with Section 7.1, then the Plan Administrator shall pay the
distribution in a direct rollover to an individual retirement plan
designated by the Plan Administrator.

Notwithstanding the foregoing, upon the Administrator's
actual knowledge of a pending divorce or divorce proceeding, or the issuance
(or possible issuance) of a domestic relations order regarding a
Participant's Account, such Account shall be frozen to prevent the
Participant from taking withdrawals, loans or distributions against the
portion of the Account, subject to, or potentially subject to, the domestic
relations order. This freeze shall be removed promptly following the
qualification of the domestic relations order in accordance with the Plan's
procedures or at such earlier time as the Administrator may reasonably
determine.

7.3 DISTRIBUTIONS UPON DEATH

(a) If a Participant dies before receiving a complete
distribution of his Account, then upon the Participant's death, the
Participant's remaining Account shall be distributed to the
Participant's Beneficiary in accordance with the provisions of this
Section 7.3.

(b) If the Beneficiary is not the Participant's
surviving spouse, then the Beneficiary must take a complete distribution
of the Participant's Account by December 31 of the calendar year
containing the fifth anniversary of the Participant's death.

(c) If the Beneficiary is the Participant's surviving
spouse, then the Beneficiary must take a complete distribution of the
Participant's Account by the latest of (i) December 31 of the calendar
year containing the fifth anniversary of the Participant's death, (ii)
December 31 of the calendar year following the year of the Participant's
death, and (iii) December 31 of the calendar year in which the
Participant would have attained age seventy and one-half (70½).

7.4 FURNISHING INFORMATION. Prior to the payment
of any benefit under the Plan, each Participant or Beneficiary may be
required to complete such administrative forms and furnish such proof as may
be deemed necessary or appropriate by the Employer, Administrator, and/or
Trustee.

7.5 MINIMUM DISTRIBUTION REQUIREMENTS.

(a) General Rules.

(1) Effective Date. The
provisions of this Article will apply for purposes of determining
required minimum distributions. Unless otherwise specified, the
provisions of this Article will apply to calendar years beginning
after December 31, 2002.

(2) Precedence. The
requirements of this Article will take precedence over any
inconsistent provisions of the Plan; provided, however, that this
Article shall not

require the Plan to provide any form of benefit,
or any option, not otherwise provided under Section 7.1, Section
7.2, or Section 7.3.

(3) Requirements of Treasury Regulations
Incorporated. All distributions required under
this Article will be determined and made in accordance with the
Treasury regulations under Section 401(a)(9) of the Code and the
minimum distribution incidental benefit requirement of Section
401(a)(9)(G) of the Code..

(b) Time and Manner of Distribution

(1) Required Beginning Date. The
Participant's entire interest will be distributed, or begin to be
distributed, to the Participant no later than the Participant's
required beginning date.

(2) Death of Participant Before Required
Distributions Begin. If the Participant dies before required
distributions begin, the Participant's entire interest will be
distributed, or begin to be distributed, no later than as follows:

(A) If the Participant's surviving spouse is
the Participant's sole designated Beneficiary, distributions to
the surviving spouse will begin by December 31 of the calendar
year immediately following the calendar year in which the
Participant died, or by December 31 of the calendar year in
which the Participant would have attained age 70½, if later.

(B) If the Participant's surviving spouse is
not the Participant's sole designated Beneficiary, and if
distribution is to be made over the life or over a period
certain not exceeding the life expectancy of the designated
Beneficiary (if permitted under Section 7.3 of the Plan),
distribution to the designated Beneficiary will begin by
December 31 of the calendar year immediately following the
calendar year in which the Participant died.

(C) If there is no designated Beneficiary as
of September 30 of the year following the year of the
Participant's death, or if the Participant's Beneficiary so
elects, the Participant's entire interest will be distributed by
December 31 of the calendar year containing the fifth
anniversary of the Participant's death.

(D) If the Participant's surviving spouse is
the Participant's sole designated Beneficiary and the surviving
spouse dies after the Participant but before distributions to
the surviving spouse begin, this Section 7.5(b), other than
Section 7.5(b)(2)(A), will apply as if the surviving spouse were
the Participant.

For purposes of Sections 7.5(b) and 7.5(d),
unless Section 7.5(b)(2)(D) applies, distributions are considered to
begin on the Participant's required beginning date. If Section
7.5(b)(2)(D) applies, distributions are considered to begin on the
date

distributions are required to begin to the
surviving spouse under Section 7.5(b)(2)(A). If distributions under
an annuity purchased from an insurance company irrevocably commence
to the Participant before the Participant's required beginning date
(or to the Participant's surviving spouse before the date
distributions are required to begin to the surviving spouse under
Section 7.5(b)(2)(A)), the date distributions are considered to
begin is the date distributions actually commence.

(3) Forms of Distribution. Unless the
Participant's interest is distributed in the form of an annuity
purchased from an insurance company or in a single sum on or before
the required beginning date, as of the first distribution calendar
year, distributions will be made in accordance with Sections 7.5(c)
and (d). If the Participant's interest is distributed in the form of
an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of
Section 401(a)(9) of the Code and the Treasury regulations.

(c) Required Minimum Distributions During
Participant's Lifetime.

(1) Amount of Required Minimum Distribution
for Each Distribution Calendar Year. During the Participant's
lifetime, the minimum amount that will be distributed for each
distribution calendar year is the lesser of:

(A) the quotient obtained by dividing the
Participant's Account balance by the distribution period in the
Uniform Lifetime Table set forth in Section 1.401(a)(9)-9,
Q&A-2, of the Treasury regulations, using the Participant's age
as of the Participant's birthday in the distribution calendar
year; or

(B) if the Participant's sole designated
Beneficiary for the distribution calendar year is the
Participant's spouse, the quotient obtained by dividing the
Participant's Account balance by the number in the Joint and
Last Survivor Table set forth in Section 1.401(a)(9)-9, Q&A-3,
of the Treasury regulations, using the Participant's and
spouse's attained ages as of the Participant's and spouse's
birthdays in the distribution calendar year.

(2) Lifetime Required Minimum Distributions
Continue Through Year of Participant's Death. Required minimum
distributions will be determined under this Section 7.5(c) beginning
with the first distribution calendar year and up to and including
the distribution calendar year that includes the Participant's date
of death.

(d) Required Minimum Distributions After
Participant's Death.

(1) Death On or After Date Required
Distributions Begin.

(A) Participant Survived by Designated
Beneficiary. Subject to the provisions of this Article, if
the Participant dies on or after the date required

distributions begin and there is a
designated Beneficiary, the minimum amount that will be
distributed for each distribution calendar year after the year
of the Participant's death is the quotient obtained by dividing
the Participant's Account balance by the longer of the remaining
life expectancy of the Participant or the remaining life
expectancy of the Participant's designated Beneficiary,
determined as follows:

(i) The Participant's remaining life
expectancy is calculated using the age of the Participant in
the year of death, reduced by one for each subsequent year.

(ii) If the Participant's surviving
spouse is the Participant's sole designated Beneficiary, the
remaining life expectancy of the surviving spouse is
calculated for each distribution calendar year after the
year of the Participant's death using the surviving spouse's
age as of the spouse's birthday in that year. For
distribution calendar years after the year of the surviving
spouse's death, the remaining life expectancy of the
surviving spouse is calculated using the age of the
surviving spouse as of the spouse's birthday in the calendar
year of the spouse's death, reduced by one for each
subsequent calendar year.

(iii) If the Participant's surviving
spouse is not the Participant's sole designated Beneficiary,
the designated Beneficiary's remaining life expectancy is
calculated using the age of the Beneficiary in the year
following the year of the Participant's death, reduced by
one for each subsequent year.

(B) No Designated Beneficiary. If the
Participant dies on or after the date distributions begin and
there is no designated Beneficiary as of September 30 of the
year after the year of the Participant's death, the minimum
amount that will be distributed for each distribution calendar
year after the year of the Participant's death is the quotient
obtained by dividing the Participant's Account balance by the
Participant's remaining life expectancy calculated using the age
of the Participant in the year of death, reduced by one for each
subsequent year.

(2) Death Before Date Required Distributions
Begin.

(A) Participant Survived by Designated
Beneficiary. If the Participant dies before the date
distributions begin and there is a designated Beneficiary, the
minimum amount that will be distributed for each distribution
calendar year after the year of the Participant's death is the
quotient obtained by dividing the Participant's Account balance
by the remaining life expectancy of the Participant's designated
Beneficiary, determined as provided in Section 7.5(d)(1).

(B) No Designated Beneficiary. If the
Participant dies before the date distributions begin and there
is no designated Beneficiary as of September 30 of the year
following the year of the Participant's death, distribution of
the Participant's entire interest will be completed by December
31 of the calendar year containing the fifth anniversary of the
Participant's death.

(C) Death of Surviving Spouse Before
Distributions to Surviving Spouse Are Required to Begin. If
the Participant dies before the date distributions begin, the
Participant's surviving spouse is the Participant's sole
designated Beneficiary, and the surviving spouse dies before
distributions are required to begin to the surviving spouse
under Section 7.5(b)(2)(A), this Section 7.5(d) will apply as if
the surviving spouse were the Participant.

(e) Definitions.

(1) Designated Beneficiary. The individual
who is designated as the Beneficiary under Section 7.6 of the Plan
and is the designated Beneficiary under Section 401(a)(9) of the
Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

(2) Distribution Calendar Year. A calendar
year for which a minimum distribution is required. For distributions
beginning before the Participant's death, the first distribution
calendar year is the calendar year immediately preceding the
calendar year which contains the Participant's required beginning
date. For distributions beginning after the Participant's death, the
first distribution calendar year is the calendar year in which
distributions are required to begin under Section 7.5(b)(2). The
required minimum distribution for the Participant's first
distribution calendar year will be made on or before the
Participant's required beginning date. The required minimum
distribution for other distribution calendar years, including the
required minimum distribution for the distribution calendar year in
which the Participant's required beginning date occurs, will be made
on or before December 31 of that distribution calendar year.

(3) Life Expectancy. Life expectancy as
computed by use of the Single Life Table in Section 1.401(a)(9)-9,
Q&A-1, of the Treasury regulations.

(4) Participant's Account Balance. The
Account balance as of the last valuation date in the calendar year
immediately preceding the distribution calendar year (valuation
calendar year) increased by the amount of any contributions made and
allocated or forfeitures allocated to the Account balance as of
dates in the valuation calendar year after the valuation date and
decreased by distributions made in the valuation calendar year after
the valuation date. The Account balance for the valuation calendar
year includes any amounts rolled over or transferred to

the Plan either in the valuation calendar year or
in the distribution calendar year if distributed or transferred in
the valuation calendar year.

(5) Required Beginning Date. The date specified in Section
7.2 of the Plan.

7.6 DESIGNATION OF BENEFICIARY. Each Participant
shall designate a Beneficiary in a manner acceptable to the Administrator to
receive payment of any death benefit payable hereunder if such Beneficiary
should survive the Participant. However, no Participant who is married shall
be permitted to designate a Beneficiary other than his spouse unless the
Participant's spouse has signed a written consent, in a form acceptable to
the Administrator and witnessed by a notary public, which provides for the
designation of an alternate Beneficiary.

Subject to the above, Beneficiary
designations may include primary and contingent Beneficiaries,
and may be revoked or amended at any time in similar manner or
form, and the most recent designation shall govern. A
designation of a Beneficiary made by a Participant shall cease
to be effective upon his marriage or remarriage. In addition, a
spousal Beneficiary designation shall cease to be effective upon
written notification to the Administrator of the divorce of the
Participant and such spouse. In the absence of an effective
designation of Beneficiary, or if no designated Beneficiary is
surviving as of the date of the Participant's death, any death
benefit shall be paid to the surviving spouse of the
Participant, or, if no surviving spouse, to the Participant's
estate. Notification to Participants of the death benefits under
the Plan and the method of designating a Beneficiary shall be
given at the time and in the manner provided by regulations and
rulings under the Code.

In the event a Beneficiary survives the
Participant, but dies before receipt of all payments due that
Beneficiary hereunder, any benefits remaining to be paid to the
Beneficiary shall be paid to the Beneficiary's estate.

7.7 ELIGIBLE ROLLOVER DISTRIBUTIONS.
Notwithstanding the foregoing provisions of this Article Seven, the
provisions of this Section 7.7 shall apply to distributions made under the
Plan after December 31, 2001.

(a) A "distributee" (as hereinafter defined) may
elect, at the time and in the manner prescribed by the Administrator, to
have any portion of an "eligible rollover distribution" (as hereinafter
defined) paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

(b) Definitions:

(i) Eligible Rollover Distribution.
An eligible rollover distribution is any distribution of all or any
portion of the balance to the credit of the distributee, except that
an eligible rollover distribution does not include: 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 and the distributee's designated
Beneficiary, or for a specified period of ten (10) years or more;
any distribution to the extent such distribution is required under
Section 401(a)(9) of the Code; and any hardship distribution
described in Section 8.2. 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
Section 408(a) or (b) of the Code (or described in Section 408A of
the Code for "designated Roth contributions" (within the meaning of
Section 402A of the Code)), or to a qualified defined contribution
plan described in Section 401(a) or 403(a) of the Code that agrees
to separately account 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
Section 402A of the Code.

(ii) Eligible Retirement Plan. An
eligible retirement plan is an individual retirement account
described in Section 408(a) of the Code, an individual retirement
annuity described in Section 408(b) of the Code, an annuity plan
described in Section 403(a) of the Code, a qualified trust described
in Section 401(a) of the Code, an annuity contract described in
Section 403(b) of the Code and an eligible plan under Section 457(b)
of the Code which is maintained by a state, political subdivision of
a state, or any 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 this Plan, that accepts the
distributee's eligible rollover distribution. The definition of
eligible retirement plan shall also apply in the case of a
distribution to a surviving spouse, or to a spouse or former spouse
who is the alternate payee under a qualified domestic relations
order, as defined in Section 414(p) of the Code.

If any portion of an eligible rollover
distribution is attributable to payments or distributions from a
designated Roth account, an eligible retirement plan with respect to
such portion shall include only another designated Roth account of
the individual from whose account the payments or distributions were
made, or a Roth IRA of such individual.

(iii) Distributee. A distributee
includes an Employee or former Employee. In addition, the Employee's
or former Employee's surviving spouse, the Employee's or former
Employee's spouse or former spouse who is an alternate payee under a
qualified domestic relations order, as defined in Section 414(p) of
the Code, and any other Beneficiary of the Participant are distributees.

(iv) Direct Rollover. A direct
rollover is a payment by the Plan to the eligible retirement plan
specified by the distributee.

(c) Notwithstanding the foregoing, if the value of
the Participant's Account exceeds $5,000 and becomes distributable to
the Participant on an immediate lump sum basis prior to the
Participant's attaining age 65, no such distribution shall be made
unless the Participant consents to the distribution, in accordance with
rules and procedures established on a uniform and nondiscriminatory
basis by the Administrator, no more than ninety (90) (effective January
1, 2008, one hundred eighty (180)) days and no less than thirty (30)
days prior to the date of distribution. If a distribution is one to
which Sections 401(a)(11) and 417 of the Code do not apply, such
distribution may commence less than thirty (30) days after the notice
required under Section 1.411(a)-11(c) of the Income Tax Regulations is
given, provided that:

(i) the Administrator clearly informs the
Participant that the Participant has a right to a period of at least
thirty (30) days after receiving the notice to consider the decision
of whether or not to elect a distribution (and, if applicable, a
particular distribution option), and

(ii) the Participant, after receiving the notice,
affirmatively elects a distribution.

ARTICLE EIGHT--LOANS AND IN-SERVICE WITHDRAWALS

8.1 LOANS

(a) Permissible Amount and Procedures.
Upon the application of a Participant, the Administrator may, in
accordance with a uniform and nondiscriminatory policy, direct the
Trustee to grant a loan to the Participant, which loan shall be secured
by the Participant's Account balance. The Participant's signature shall
be required on a promissory note. The rate of interest on any such loan
shall be equal to the "Prime Rate" (as reported in The Wall Street
Journal on the date the loan is initiated) plus one percent 1%.
Participant loans shall be treated as segregated investments, and
interest repayments shall be credited only to the Participant's Account.
Only Participants who are Employees or "parties in interest" (within the
meaning of Section 3(14) of the Employee Retirement Income Security Act
of 1974) are permitted to initiate loans. A Participant can have only
one loan outstanding at any time, including any defaulted loans.

(b) Limitation on Amount of Loans. A
Participant's loan shall not exceed the lesser of:

(1) $50,000, which amount shall be reduced by the
highest outstanding loan balance during the preceding twelve
(12)-month period; or

(2) one-half (½) of the value of the
Participant's Account, determined as of the Valuation Date preceding
the date of the Participant's loan.

Any loan must be repaid within five (5) years
(or such longer period permitted by law), unless made for the
purpose of acquiring the primary residence of the Participant,
in which case such loan may be repaid over a longer period of
time not to exceed fifteen (15) years. The repayment of any loan
must be made in at least quarterly installments of principal and
interest; provided, however, that this requirement shall not
apply for a period, not longer than one year, or such longer
period as may apply under Section 414(u) of the Code, that a
Participant is on a leave of absence ("Leave"), either without
pay from the Employer or at a rate of pay (after income and
employment tax withholding) that is less than the amount of the
installment payments required under the terms of the loan.
However, the loan must be repaid by the latest date permitted
under Sections 72(p)(2)(B) and 414(u) of the Code and the
installments due after the Leave ends (or, unless Section 414(u)
of the Code applies, if earlier, upon the expiration of the
first year of the Leave) must not be less than those required
under the terms of the original loan.

If a Participant defaults on any outstanding loan, the
unpaid balance, and any interest due thereon, shall become due and payable
in accordance with the terms of the underlying promissory note; provided,
however, that such foreclosure on the promissory note and attachment of
security shall not occur until a distributable event occurs in accordance
with the provisions of Article Seven.

If a Participant terminates employment while
any loan balance is outstanding, the unpaid balance, and any
interest due thereon, shall become due and payable in accordance
with the terms of the

underlying promissory note. If such amount is
not paid to the Plan, it shall be charged against the amounts
that are otherwise payable to the Participant or the
Participant's Beneficiary under the provisions of the Plan.

In the case of a Participant who has loans
outstanding from other plans of the Employer (or a member of the
Employer's related group (within the meaning of Section 2.5(b)),
the loans shall be aggregated for purposes of applying the
limits of Section 72(p) of the Code.

8.2 HARDSHIP DISTRIBUTIONS. A Participant who is
an Employee may, in the case of a financial hardship resulting from a proven
immediate and heavy financial need, receive a cash distribution not to
exceed the lesser of (i) the value of the Participant's Account, without
regard to earnings received on his elective deferrals (within the meaning of
Section 4.1) after December 31, 1988, and without regard to any Fail-Safe
Contributions or Qualified Matching Contributions (within the meaning of
Section 10.2 below), or (ii) the amount necessary to satisfy the financial
hardship. The amount of any such immediate and heavy financial need may
include any amounts necessary to pay Federal, state or local income taxes
reasonably anticipated to result from the distribution. Such distribution
shall be made in accordance with nondiscriminatory and objective standards
consistently applied by the Administrator.

Hardship distributions under this Section
shall be deemed to be the result of an immediate and heavy
financial need if such distribution is to: (a) pay expenses for
(or to obtain) medical care that would be deductible under
Section 213(d) of the Code determined without regard to whether
the expenses exceed seven and one-half percent (7.5%) of
adjusted gross income; (b) purchase the principal residence of
the Participant (excluding mortgage payments); (c) pay tuition
and related educational fees for the next twelve (12) months of
post-secondary education for the Participant, Participant's
spouse, or any of the Participant's dependents (as defined in
Section 152 of the Code, and without regard to Section
152(b)(1), (b)(2) and (d)(1)(B) of the Code); (d) prevent the
eviction of the Participant from his principal residence or
foreclosure on the Participant's principal residence; (e) pay
funeral or burial expenses for the Participant's deceased
parent, spouse, children or dependents (as defined in Section
152 of the Code, and without regard to Section 152(d)(1)(B) of
the Code); or (f) repair damage to the Participant's principal
residence that would qualify for a casualty loss deduction under
Section 165 of the Code (determined without regard to whether
the loss exceeds ten percent (10%) of adjusted gross income).
Distributions paid pursuant to this Section shall be deemed to
be made as of the Valuation Date immediately preceding the
hardship distribution, and the Participant's Account shall be
reduced accordingly.

A distribution shall not be treated as necessary to
satisfy an immediate and heavy financial need of a Participant to the extent
the amount of the distribution is in excess of the amount required to
relieve the financial need or to the extent the need may be satisfied from
other resources that are reasonably available to the Participant. This
determination shall generally be made on the basis of all relevant facts and
circumstances. For purposes of this paragraph, the Participant's resources
shall be deemed to include those assets of the Participant's spouse and
minor children that are reasonably available to the Participant. A
distribution generally shall be treated as necessary to satisfy a financial
need if the Administrator relies upon the Participant's written

representation, unless the Administrator has actual
knowledge to the contrary, that the need cannot reasonably be relieved:

(1) Through reimbursement or compensation by
insurance or otherwise;

(2) By liquidation of the Participant's assets;

(3) By cessation of elective deferrals (within the
meaning of Section 4.1) and any after-tax contributions under Section
4.5; or

(4) By other distributions or nontaxable (at the time
of the loan) loans from plans maintained by the Employer or by any other
employer, or by borrowing from commercial sources on reasonable
commercial terms, in an amount sufficient to satisfy the need.

For purposes of the foregoing paragraph, a
need cannot reasonably be relieved by one of the actions listed
above if the effect would be to increase the amount of the need.
In making such determination, the Administrator may rely upon
the Participant's written representation to such effect, unless
the Administrator has actual knowledge to the contrary.

8.3 WITHDRAWALS AFTER AGE 59½. After attaining
age fifty-nine and one-half (59½), a Participant who is an Employee may, by
giving notice to the Administrator, withdraw from the Plan a sum (a) not in
excess of the credit balance of his Account and (b) not less than such
minimum amount as the Administrator may establish from time to time to
facilitate administration of the Plan. Any such withdrawals shall be made in
accordance with nondiscriminatory and objective standards consistently
applied by the Administrator. To the extent the Participant's Account is
invested in the Employer Stock Fund (within the meaning of Section 5.1(a))
or the Pfizer Stock Fund (within the meaning of Section 7.1), the withdrawal
may be made in the form of whole shares of stock, with any fractional shares
and the cash and cash equivalent portions of the underlying stock fund being
withdrawn in cash.

8.4 NON-HARDSHIP WITHDRAWALS. Before attaining
age fifty-nine and one-half (59½), a Participant who is an Employee may, by
notice to the Administrator, withdraw from the Plan a sum (a) not in excess
of the credit balance of the Participant's Account attributable to any
after-tax contributions made to the Plan, including earnings thereon, any
rollover contributions including earnings thereon, and any Employer matching
contributions that have been held in his Account for at least two (2) years
from the date of contribution (or, provided at least five (5) years have
elapsed since his initial date of Plan participation, any Employer matching
contributions credited to his Account), including earnings thereon, and (b)
not less than such minimum amount as the Administrator may establish from
time to time to facilitate administration of the Plan. Any such withdrawals
shall be made in cash and in accordance with nondiscriminatory and objective
standards consistently applied by the Administrator.

ARTICLE NINE --ADMINISTRATION OF THE PLAN

9.1 PLAN ADMINISTRATION. The Plan shall be
administered by a Savings and Investment Plan Committee (the "Committee")
consisting of at least three (3) persons, who may be Participants of the
Plan, appointed by the Board of Directors of Minerals Technologies Inc. (the
"Board"). Members of the Committee shall serve at the pleasure of the Board,
and may resign at any time upon due notice in writing. The Committee shall
act by a majority of its members, and the secretary thereof shall certify
its action to the Trustee.

The Committee shall be the Plan Administrator and shall
have fiduciary responsibility under the Employee Retirement Income Security
Act of 1974, as amended, for the general operation of the Plan, and the
exclusive authority and responsibility (i) to appoint and remove or select
investment managers, if any, the Trustee or any successor Trustee under the
Plan and the Trust and pooled investment vehicles and investment advisers
thereof, (ii) to direct the segregation of all or a portion of the assets of
the Trust into an investment manager account or accounts at any time and
from time to time and to add or to withdraw assets from such investment
manager account or accounts as it deems desirable or appropriate, (iii) to
direct the Trustee to enter into a group annuity contract or contracts, in
such form and on such terms as may be approved by the Committee to provide
for annuity settlements under the Plan, and (iv) to direct the Trustee to
enter into one (1) or more investment contracts with one or more insurance
companies or financial institutions. The Committee may appoint or employ,
and compensate such persons as it deems necessary to render advice with
respect to any responsibility of the Committee under the Plan. The Committee
may allocate to any one (1) or more of its members any responsibility that
it may have under the Plan and may designate any other person or persons to
carry out any responsibility of the Committee under the Plan. Any person may
serve in more than one fiduciary capacity with respect to the Plan.

The Committee shall administer the Plan in accordance
with its terms and shall have all powers necessary to carry out the
provisions of the Plan not otherwise reserved to the Employer, the Board or
the Trustee. The Committee shall have total and complete discretion to
interpret the Plan and to determine all questions arising in the
administration, interpretation and application of the Plan, including the
power to construe and interpret the Plan; to decide questions relating to an
individual's eligibility to participate in the Plan and/or eligibility for
benefits and the amounts thereof; to have fact finder discretionary
authority to decide all facts relevant to the determination of eligibility
for benefits or participation; to make such adjustments as it deems
necessary or desirable to correct any arithmetical or accounting errors; to
determine the amount, form, and timing of any distribution to be made
hereunder; to approve and enforce any loan hereunder including the repayment
thereof; to resolve any conflict among Plan terms; and to establish any
limitations and procedures relating to Participant investment allocations,
distributions, and other Plan activities necessary to ensure compliance with
the Employer's insider trading policy and applicable securities laws. The
Committee shall have the discretion to make factual determinations relating
to the amount and manner of any allocations and distributions of benefits.
In making its decisions, the Committee shall be entitled to, but need not
rely upon, information supplied by a Participant, Beneficiary or
representative thereof. The Committee may correct any defect, supply any
omission or reconcile any inconsistency in such manner and to such extent as

it shall deem necessary to carry out the purposes of the
Plan. The Committee's decision in such matters shall be binding and
conclusive as to all parties.
The Committee is authorized to make such uniform rules as
may be necessary to carry out the provisions of the Plan and shall
determine, in its sole discretion, any questions arising in the
administration, interpretation and application of the Plan, which
determination shall be conclusive and binding on all parties. In exercising
such powers and authorities, the Committee shall at all times exercise good
faith, apply standards of uniform application, and refrain from arbitrary
action. The Committee is also authorized to adopt such uniform rules as it
may consider necessary or desirable for the conduct of its affairs and the
transaction of its business, including, but not limited to, the power on the
part of the Committee to act without formally convening and to provide that
action of the Committee may be expressed by written instruments signed by a
majority of its members. It shall elect a secretary, who need not be a
member of the Committee, who shall record the minutes of its proceedings and
shall perform such other duties as may from time to time be assigned to him.
The Committee may retain legal counsel (who may be the General Counsel or an
Assistant General Counsel of Minerals Technologies Inc.) when and if it be
found necessary or convenient to do so, and may also employ such other
assistants, clerical or otherwise, as may be needed, and expend such monies
as may be required for the proper performance of its work. Such costs and
expenses shall be borne by the Employer.

To the extent permitted by law, the Committee, the Board,
the Employer, and their respective officers, shall not be liable for the
directions, actions or omissions of any agent, legal or other counsel,
accountant or any other expert who has agreed to the performance of
administrative duties in connection with the Plan or Trust. The Committee,
the Board, and the Employer, and their respective officers, shall be
entitled to rely upon all certificates, reports, data, statistics, analyses
and opinions which may be made by such experts and shall be fully protected
in respect to any action taken or suffered by them in good faith reliance
upon any such certificates, reports, data, statistics, analyses or opinions;
all actions so taken or suffered shall be conclusive upon each of them and
upon all persons having or claiming to have any interest in or under the
Plan.

Each member of the Committee shall be indemnified by the
Employer against all costs and expenses (including counsel fees, but
excluding any amount representing a settlement unless such settlement be
approved by the Employer) reasonably incurred by or imposed upon him in
connection with or resulting from any action, suit or proceeding to which he
may be made a party by reason of his being or having been a member of the
Committee (whether or not he continues to be a member of the Committee at
the time when such cost or expense is incurred or imposed), to the full
extent of the law. The foregoing rights of indemnification shall not be
exclusive of other rights to which any member of the Committee may be
entitled as a matter of law, contract or otherwise.

9.2 CLAIMS PROCEDURE

(a) Pursuant to procedures established by the
Administrator, claims for benefits under the Plan made by a Participant
or Beneficiary (the "claimant") must be submitted in writing to the Plan
Representative identified by the Administrator. Approved claims shall be

processed and instructions issued to the
Trustee or custodian authorizing payment as claimed.

If a claim is denied in whole or in part, the Plan
Representative shall notify the claimant within ninety (90) days after
receipt of the claim (or within one hundred eighty (180) days, if
special circumstances require an extension of time for processing the
claim, and provided written notice indicating the special circumstances
and the date by which a final decision is expected to be rendered is
given to the claimant within the initial ninety (90) day period).

The notice of the denial of the claim shall be
written in a manner calculated to be understood by the claimant and
shall set forth the following:

(i) the specific reason or reasons for the denial
of the claim;

(ii) the specific references to the pertinent
Plan provisions on which the denial is based;

(iii) a description of any additional material or
information necessary to perfect the claim, and an explanation of
why such material or information is necessary;

(iv) a statement that any appeal of the denial
must be made by giving to the Administrator, within sixty (60) days
after receipt of the denial of the claim, written notice of such
appeal, such notice to include a full description of the pertinent
issues and basis of the claim; and

(v) a statement about the claimant's right to
bring civil action under Section 502(a) under ERISA if the claim is
denied on review.

Upon denial of a claim in whole or part, the claimant
(or his duly authorized representative) shall have the right to submit a
written request to the Administrator for a full and fair review of the
denied claim, to be permitted to review documents (free of charge)
pertinent to the denial, and to submit issues and comments in writing.
Any appeal of the denial must be given to the Administrator within the
period of time prescribed under (a)(iv) above. If the claimant (or his
duly authorized representative) fails to appeal the denial to the
Administrator within the prescribed time, the Administrator's adverse
determination shall be final, binding and conclusive.

The Administrator may hold a hearing or otherwise
ascertain such facts as it deems necessary and shall render a decision
which shall be binding upon both parties. The Administrator shall advise
the claimant of the results of the review within sixty (60) days after
receipt of the written request for the review, unless special
circumstances require an extension of time for processing, in which case
a decision shall be rendered as soon as possible but not later than one
hundred twenty (120) days after receipt of the request for review. If
such extension of time is required, written notice of the extension
shall be furnished to the claimant prior to the commencement of the
extension. The decision of

the review shall be written in a manner
calculated to be understood by the claimant and shall include specific
reasons for the decision, specific references to the pertinent Plan
provisions on which the decision is based, the claimant's right to
receive free of charge upon written request, reasonable access to and
copies of, all Plan documents, records, and other information relevant
to the claim, and a statement about the claimant's right to bring a
civil action under Section 502(a) of ERISA. The decision of the
Administrator shall be final, binding and conclusive. Employees must
pursue all claims procedures described herein before seeking any other
legal recourse with respect to Plan benefits. In addition, any lawsuit
must be filed within six months from the date of the denied appeal.

9.3 TRUST AGREEMENT. The Trust Agreement entered
into by and between the Employer and the Trustee, including any supplements
or amendments thereto, or any successor Trust Agreement, is incorporated by
reference herein.

ARTICLE TEN--SPECIAL COMPLIANCE PROVISIONS

10.1 DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS.
Notwithstanding any other provision of the Plan, "Excess Elective Deferrals"
(as defined below) (and income or loss allocable thereto, including all
earnings, expenses and appreciation or depreciation in value, whether or not
realized) shall be distributed no later than each April 15 to Participants
who claim Excess Elective Deferrals for the preceding calendar year.

"Excess Elective Deferrals" shall mean the
amount of Elective Deferrals (as defined below) for a calendar
year that the Participant designates to the Plan pursuant to the
following procedure. The Participant's designation shall be
submitted to the Administrator in writing no later than March 1;
shall specify the Participant's Excess Elective Deferrals for
the preceding calendar year; and shall be accompanied by the
Participant's written statement that if the Excess Elective
Deferrals is not distributed, it will, when added to amounts
deferred under other plans or arrangements described in Section
401(k), 408(k) or 403(b) of the Code, exceed the limit imposed
on the Participant by Section 402(g) of the Code for the year in
which the deferral occurred. Excess Elective Deferrals shall
mean those Elective Deferrals that are includible in a
Participant's gross income under Section 402(g) of the Code to
the extent such Participant's Elective Deferrals for a taxable
year exceed the dollar limitation under such Code section.

An Excess Elective Deferral, and the income
or loss allocable thereto, may be distributed before the end of
the calendar year in which the Elective Deferrals were made. A
Participant who has an Excess Elective Deferral for a taxable
year, taking into account only his Elective Deferrals under the
Plan or any other plans of the Employer (including any member of
the Employer's related group (within the meaning of Section
2.5(b)), shall be deemed to have designated the entire amount of
such Excess Elective Deferral.

Excess Elective Deferrals shall be adjusted for any
income or loss up to the date of distribution. For purposes of this Section
10.1, whenever reference is made to the income or loss allocable to an
Excess Elective Deferral, such income or loss shall be determined as
follows. The income or loss allocable to Excess Elective Deferrals allocated
to each Participant is the sum of: (i) income or loss allocable to the
Participant's deferred amounts for the Plan Year multiplied by a fraction,
the numerator of which is the Excess Elective Deferrals made on behalf of
the Participant for the Plan Year, and the denominator of which is the sum
of the Participant's Account balances attributable to the Participant's
Elective Deferrals on the last day of the Plan Year; and (ii) ten percent
(10%) of the amount determined under (i) multiplied by the number of whole
calendar months between the end of the Plan Year and the date of
distribution, counting the month of distribution if distribution occurs
after the fifteenth (15^th) of such month.

For purposes of this Article Ten, "Elective
Deferrals" shall mean any Employer contributions made to the
Plan at the election of the Participant, in lieu of cash
compensation, and shall include contributions made pursuant to a
salary deferral reduction agreement or other deferral mechanism.
With respect to any taxable year, a Participant's Elective
Deferrals is the sum of all Employer contributions made on
behalf of such Participant pursuant to an election to defer
under any qualified cash or deferred arrangement described in
Section 401(k) of the Code, any salary

reduction simplified employee pension
described in Section 408(k)(6) of the Code, and SIMPLE IRA Plan
described in Section 408(p) of the Code, any eligible deferred
compensation plan under Section 457 of the Code, any plan
described under Section 501(c)(18) of the Code, and any Employer
contributions made on behalf of a Participant for the purchase
of an annuity contract under Section 403(b) of the Code pursuant
to a salary reduction agreement. Elective Deferrals shall not
include any deferrals properly distributed as excess annual
additions.

10.2 LIMITATIONS ON 401(k) CONTRIBUTIONS

(a) Actual Deferral Percentage Test ("ADP
Test"). Amounts contributed as elective deferrals under Section
4.1(a) and, if so elected by the Employer, "Qualified Matching
Contributions" (as defined below) and any Fail-Safe Contributions made
under this Section, are considered to be amounts deferred pursuant to
Section 401(k) of the Code. For purposes of this Section, these amounts
are referred to as the "deferred amounts." For purposes of the "actual
deferral percentage test" described below, (i) such deferred amounts
must be made before the last day of the twelve (12)-month period
immediately following the Plan Year to which the contributions relate,
and (ii) the deferred amounts relate to Compensation that either (A)
would have been received by the Participant in the Plan Year but for the
Participant's election to make deferrals, or (B) is attributable to
services performed by the Participant in the Plan Year and, but for the
Participant's election to make deferrals, would have been received by
the Participant within two and one-half (2½) months after the close of
the Plan Year. The Employer shall maintain records sufficient to
demonstrate satisfaction of the actual deferral percentage test and the
deferred amounts used in such test.

For purposes of this Section, "Qualified Matching
Contributions" shall mean matching contributions which are subject to
the distribution and nonforfeitability requirements under Section 401(k)
of the Code and satisfy Section 1.401(k)-2(a)(6) of the IRS Treasury
regulations.

As of the last day of each Plan Year, the deferred
amounts for the Participants who are Highly-Compensated Employees for
the Plan Year shall satisfy either of the following tests:

(1) The actual deferral percentage for the
eligible Participants who are Highly-Compensated Employees for the
Plan Year shall not exceed the actual deferral percentage for
eligible Participants who are Nonhighly-Compensated Employees for
the prior Plan Year multiplied by 1.25; or

(2) The actual deferral percentage for eligible
Participants who are Highly-Compensated Employees for the Plan Year
shall not exceed the actual deferral percentage of eligible
Participants who are Nonhighly-Compensated Employees for the prior
Plan Year multiplied by two (2), provided that the actual deferral
percentage for eligible Participants who are Highly-Compensated
Employees for the Plan Year does not exceed the actual deferral
percentage for eligible

Participants who are Nonhighly-Compensated
Employees for the prior Plan Year by more than two (2) percentage
points.

For purposes of the above tests, the "actual deferral
percentage" shall mean for a specified group of Participants for a Plan
Year, the average of the ratios (calculated separately for each
Participant in such group) of (1) deferred amounts actually paid over to
the Trust on behalf of such Participant for the Plan Year to (2) the
Participant's "414(s) Compensation." For purposes hereof, 414(s)
Compensation means compensation that satisfies the nondiscrimination
requirements of Section 414(s) of the Code and the regulations thereunder. An Employer may limit the period taken into account for
determining 414(s) Compensation to that part of the Plan Year or
calendar year in which an Employee was a Participant in the component of
the Plan being tested. The period used to determine 414(s) Compensation
must be applied uniformly to all Participants for the Plan Year.
Deferred amounts on behalf of any Participant shall include (1) any
Elective Deferrals made pursuant to the Participant's deferral election
(including Excess Elective Deferrals of Highly Compensated Employees),
but excluding (a) Excess Elective Deferrals of Nonhighly-Compensated
Employees that arise solely from Elective Deferrals made under the Plan
or plans of this Employer and (b) Elective Deferrals that are taken into
account in the actual contribution percentage test (provided the actual
deferral percentage test is satisfied both with and without exclusion of
these Elective Deferrals); and (2) Qualified Matching Contributions and
Fail-Safe Contributions. For purposes of computing Actual Deferral
Percentages, an Employee who would be a Participant but for failure to
make Elective Deferrals shall be treated as a Participant on whose
behalf no Elective Deferrals are made.

For purposes of this Section 10.2, the actual
deferral percentage for any eligible Participant who is a
Highly-Compensated Employee for the Plan Year and who is eligible to
have Elective Deferrals allocated to his account under two (2) or more
plans or arrangements described in Code Section 401(k) that are
maintained by the Employer or any employer who is a related group member
(within the meaning of Section 2.5(b)) shall be determined as if all
such deferrals were made under a single arrangement. In the event that
this Plan satisfies the requirements of Code Section 401(k), 401(a)(4)
or 410(b) only if aggregated with one (1) or more other plans, or if one
(1) or more other plans satisfy the requirements of such Sections of the
Code only if aggregated with this Plan, then the provisions of this
Section 10.2 shall be applied by determining the actual deferral
percentage of eligible Participants as if all such plans were a single
plan. Plans may be aggregated in order to satisfy Section 401(k) of the
Code only if they have the same Plan Year and use the same actual
deferral percentage testing method.

The determination and treatment of deferred amounts
and the actual deferral percentage of any Participant shall be subject
to the prescribed requirements of the Secretary of the Treasury.

In the event the actual deferral percentage test is
not satisfied for a Plan Year, the Employer, in its discretion, may make
a Fail-Safe Contribution for eligible Participants who are Nonhighly-Compensated
Employees, equal to a specified percentage of

compensation; provided, however such percentage does
not exceed the greater of five percent (5%) or two times the Plan's
"representative contribution rate." For purposes of this paragraph:

"compensation" - shall mean compensation used for the actual
deferral percentage test.

"representative contribution rate" - shall mean the greater of:

(A) the lowest applicable contribution rate
(defined below) of any eligible Nonhighly-Compensated Employee
among a group of eligible Nonhighly-Compensated Employees that
consists of at least fifty percent (50%) of the total eligible
Nonhighly-Compensated Employees for the Plan Year, or

(B) the lowest applicable contribution rate of
any eligible Nonhighly-Compensated in the group of all eligible
Nonhighly-Compensated Employees for the Plan Year and who is
employed by the Employer on the last day of the Plan Year.

The applicable contribution rate for an eligible
Nonhighly-Compensated Employee is the sum of the qualified matching
contribution taken into account for the eligible Nonhighly-Compensated
Employee for the Plan Year and the Fail-Safe Contribution made for
the eligible Nonhighly-Compensated Employee for the Plan Year,
divided by the eligible Nonhighly-Compensated Employee's
compensation for the same period.

(b) Distributions of Excess Contributions.

(1) In General. If the actual deferral
percentage test of Section 10.2(a) is not satisfied for a Plan Year,
then the "excess contributions," and income allocable thereto, shall
be distributed, to the extent required under Treasury regulations,
no later than the last day of the Plan Year following the Plan Year
for which the excess contributions were made.

(2) Excess Contributions. For purposes of
this Section, "excess contributions" shall mean, with respect to any
Plan Year, the excess of:

(A) The aggregate amount of Employer
contributions actually taken into account in computing the
numerator of the actual deferral percentage of
Highly-Compensated Employees for such Plan Year, over

(B) The maximum amount of such contributions
permitted by the ADP Test under Section 10.2(a) (determined by
hypothetically reducing contributions made on behalf of
Highly-Compensated Employees in order of the actual deferral
percentages, beginning with the highest of such percentages).

Excess contributions shall be allocated to the
Highly-Compensated Employees with the highest dollar amounts of
contributions taken into account in calculating the actual deferral
percentage test for the year in which the excess arose, beginning
with the Highly-Compensated Employee with the highest dollar amount
of such contributions and continuing in descending order until all
the excess contributions have been allocated. For purposes of the
preceding sentence, the "highest dollar amount" is determined after
distribution of any excess contributions. Any employer matching
contributions and earnings thereon that relate to such excess
contributions shall be forfeited and applied in accordance with
Section 6.2. To the extent a Highly-Compensated Employee has not
reached his catch-up contribution limit (set forth in Section 4.1(e)
of the Plan), excess contributions allocated to such
Highly-Compensated Employee are catch-up contributions and will not
be treated as excess contributions.

(3) Determination of Income. Excess
contributions shall be adjusted for any income or loss up to the
date of distribution. The income or loss allocable to excess
contributions allocated to each Participant is the sum of: (i)
income or loss allocable to the Participant's deferred amounts for
the Plan Year multiplied by a fraction, the numerator of which is
the excess contributions made on behalf of the Participant for the
Plan Year, and the denominator of which is the sum of the
Participant's Account balances attributable to the Participant's
deferred amounts on the last day of the Plan Year; and (ii) ten
percent (10%) of the amount determined under (i) multiplied by the
number of whole calendar months between the end of the Plan Year and
the date of distribution, counting the month of distribution if
distribution occurs after the fifteenth (15^th) of such
month.

(4) Accounting for Excess Contributions. Excess
contributions shall be distributed from that portion of the
Participant's Account attributable to such deferred amounts to the
extent allowable under Treasury regulations.

10.3 NONDISCRIMINATION TEST FOR EMPLOYER MATCHING
CONTRIBUTIONS AND

AFTER-TAX CONTRIBUTIONS

(a) Average Contribution Percentage Test ("ACP
Test"). The provisions of this Section shall apply if Employer
matching contributions are made in any Plan Year under Section 4.2(a)
and such matching contributions are not used to satisfy the actual
deferral percentage test of Section 10.2 and/or in the event Employee
after-tax contributions are made to the Plan under Section 4.5. Any
Employee after-tax contributions that are used to satisfy the average
contribution percentage test shall satisfy the requirements of Section
1.401(m)-2(a)(6) of the IRS Treasury Regulations.

As of the last day of each Plan Year, the average
contribution percentage for Highly-Compensated Employees for the Plan
Year shall satisfy either of the following tests:

(1) The average contribution percentage for
eligible Participants who are Highly-Compensated Employees for the
Plan Year shall not exceed the average contribution percentage for
eligible Participants who are Nonhighly-Compensated Employees for
the prior Plan Year multiplied by 1.25; or

(2) The average contribution percentage for
eligible Participants who are Highly-Compensated Employees for the
Plan Year shall not exceed the average contribution percentage for
eligible Participants who are Nonhighly-Compensated Employees for
the prior Plan Year multiplied by two (2), provided that the average
contribution percentage for eligible Participants who are
Highly-Compensated Employees for the Plan Year does not exceed the
average contribution percentage for eligible Participants who are
Nonhighly-Compensated Employees for the prior Plan Year by more than
two (2) percentage points.

For purposes of the above tests, the "average
contribution percentage" shall mean the average (expressed as a
percentage) of the contribution percentages of the "eligible
Participants" in each group. The "contribution percentage" shall mean
the ratio (expressed as a percentage) that the sum of Employer matching
contributions, and, if applicable, Employee after-tax contributions, and
elective deferrals under Section 4.1 (to the extent such elective
deferrals are not used to satisfy the actual deferral percentage test of
Section 10.2) under the Plan on behalf of the eligible Participant for
the Plan Year bears to the eligible Participant's "414(s) Compensation."
For purposes hereof, 414(s) Compensation means compensation that
satisfies the nondiscrimination requirements of Section 414(s) of the
Code and the regulations thereunder. An Employer may limit the period
taken into account for determining 414(s) Compensation to that part of
the Plan Year or calendar year in which an Employee was a Participant in
the component of the Plan being tested. The period used to determine
414(s) Compensation must be applied uniformly to all Participants for
the Plan Year. Such average contribution percentage shall be determined
without regard to matching contributions that are used either to correct
excess contributions hereunder or because contributions to which they
relate are excess deferrals under Section 10.1 or excess contributions
under Section 10.2. "Eligible Participant" shall mean each Employee who
is eligible to receive Employer matching contributions or make after-tax
contributions.

For purposes of this Section 10.3, the contribution
percentage for any eligible Participant who is a Highly-Compensated
Employee for the Plan Year and who is eligible to have Employer matching
contributions, elective deferrals and/or after-tax contributions
allocated to his account under two (2) or more plans described in
Section 401(a) of the Code or under arrangements described in Section
401(k) of the Code that are maintained by the Employer or any member of
the Employer's related group (within the meaning of Section 2.5(b)),
shall be determined as if all such contributions were made under a
single plan.

In the event that this Plan satisfies the
requirements of Section 401(m), 401(a)(4) or 410(b) of the Code only if
aggregated with one (1) or more other plans, or if one (1) or more other
plans satisfy the requirements of such Sections of the Code only if
aggregated

with this Plan, then the provisions of this
Section 10.3 shall be applied by determining the contribution
percentages of eligible Participants as if all such plans were a single
plan. Plans may be aggregated in order to satisfy Section 401(m) of the
Code only if they have the same Plan Year and use the same average
contribution percentage testing method.

The determination and treatment of the contribution
percentage of any Participant shall satisfy such other requirements as
may be prescribed by the Secretary of the Treasury.

(b) Distribution of Excess Employer Matching
Contributions.

(1) In General. If the nondiscrimination
tests of Section 10.3(a) are not satisfied for a Plan Year, then the
"excess aggregate contributions," and any income allocable thereto,
shall be forfeited, if otherwise forfeitable, no later than the last
day of the Plan Year following the Plan Year for which the
nondiscrimination tests are not satisfied, and shall be used to
reduce Employer matching contributions under Section 4.2. To the
extent that such "excess aggregate contributions" are nonforfeitable,
such excess contributions shall be distributed to the Participant on
whose behalf the excess contributions were made no later than the
last day of the Plan Year following the Plan Year for which such
"excess aggregate contributions" were made. For purposes of the
limitations of Section 11.1(b)(1) of the Plan, excess aggregate
contributions shall be considered annual additions.

(2) Excess Aggregate Contributions. For
purposes of this Section, "excess aggregate contributions" shall
mean, with respect to any Plan Year, the excess of:

(A) The aggregate amount of Employer matching
contributions and, if applicable, Employee after-tax
contributions, and elective deferrals under Section 4.1 (to the
extent not used to satisfy the actual deferral percentage test
of Section 10.2) actually taken into account in computing the
numerator of the actual contribution percentage of
Highly-Compensated Employees for such Plan Year, over

(B) The maximum amount of such contributions
permitted by the ACP Test under Section 10.3(a) (determined by
hypothetically reducing contributions made on behalf of
Highly-Compensated Employees in order of the actual contribution
percentages, beginning with the highest of such percentages).

Excess contributions shall be allocated to the
Highly-Compensated Employee with the largest "contribution
percentage amounts" (as defined below) taken into account in
calculating the average contribution percentage test for the year in
which the excess arose, beginning with the Highly-Compensated
Employee with the largest amount of such contribution percentage
amounts and continuing in descending order until all the excess
aggregate contributions have been allocated. For purposes of the
preceding sentence, the "largest amount" is determined after
distribution of any excess aggregate contributions.

For purposes of the preceding paragraph,
"contribution percentage amounts" shall mean the sum of Employer
matching contributions and, if applicable, Employee after-tax
contributions, and elective deferrals (to the extent not used to
satisfy the actual deferral percentage test of Section 10.2) made
under the Plan on behalf of the Participant for the Plan Year.

(3) Determination of Income. Excess
aggregate contributions shall be adjusted for an income or loss up
to the date of distribution. The income or loss allocable to excess
contributions allocated to each Participant is the sum of: (i)
income or loss allocable to the Employer matching contributions and,
if applicable, Employee after-tax contributions, and such elective
deferrals for the Plan Year multiplied by a fraction, the numerator
of which is the excess aggregate contributions on behalf of the
Participant for the Plan Year, and the denominator of which is the
sum of the Participant's Account balances attributable to Employer
matching contributions and, if applicable, Employee after-tax
contributions, and such elective deferrals (to the extent not used
to satisfy the average actual percentage test of Section 10.2) on
the last day of the Plan Year; and (ii) ten percent (10%) of the
amount determined under (i) multiplied by the number of whole
calendar months between the end of the Plan Year and the date of
distribution, counting the month of distribution if distribution
occurs after the fifteenth (15^th) of such month.

Notwithstanding the foregoing, to the extent
otherwise required to comply with the requirements of Section 401(a)(4),
401(k)(3), or 401(m)(3) of the Code and the regulations thereunder,
matching contributions may be forfeited.

ARTICLE ELEVEN--LIMITATION ON ANNUAL ADDITIONS

11.1 RULES AND DEFINITIONS

(a) Rules. The following rules shall
limit additions to Participants' Accounts:

(1) If the Participant does not participate, and
has never participated, in another qualified plan maintained by the
Employer, the amount of annual additions which may be credited to
the Participant's Account for any limitation year shall not exceed
the lesser of the "maximum permissible" amount (as hereafter
defined) or any other limitation contained in this Plan. If the
Employer contribution that would otherwise be allocated to the
Participant's Account would cause the annual additions for the
limitation year to exceed the maximum permissible amount, the amount
allocated shall be reduced so that the annual additions for the
limitation year shall equal the maximum permissible amount.

(2) Prior to determining the Participant's actual
compensation for the limitation year, the Employer may determine the
maximum permissible amount for a Participant on the basis of a
reasonable estimation of the Participant's compensation for the
limitation year, uniformly determined for all Participants similarly
situated.

(3) As soon as is administratively feasible after
the end of the limitation year, the maximum permissible amount for
the limitation year shall be determined on the basis of the
Participant's actual compensation for the limitation year.

(4) If, as a result of the allocation of
forfeitures, a reasonable error in estimating a Participant's annual
Compensation, or a reasonable error in determining elective
deferrals (within the meaning of Section 4.1), the limitations of
Section 415 of the Code are exceeded, such excess amount shall be
disposed of as follows:

(A) Any nondeductible Employee after-tax
contributions (plus attributable earnings) and, to the extent
elected by the Administrator pursuant to a nondiscriminatory
procedure, elective deferrals under Section 4.1(a) (plus
attributable earnings), to the extent they would reduce the
excess amount, shall be returned to the Participant.

(B) If an excess amount still exists after
the application of subparagraph (A), and the Participant is
covered by the Plan at the end of the limitation year, the
excess amount in the Participant's Account shall be used to
reduce Employer contributions (including any allocation of
forfeitures, if applicable) for such Participant in the next
limitation year, and each succeeding limitation year if
necessary.

(C) If an excess amount still exists after
the application of subparagraph (A), and the Participant is not
covered by the Plan at the end of the limitation

year, the excess amount shall be held
unallocated in a suspense account and applied to reduce future
Employer contributions (including allocation of any forfeitures)
for all remaining Participants in the next limitation year, and
each succeeding limitation year if necessary. Excess amounts may
not be distributed to Participants or former Participants.

(D) If a suspense account is in existence at
any time during the limitation year pursuant to this Section
11.1(a)(4), it shall not participate in the allocation of the
Trust's investment gains and losses. In addition, all amounts
held in the suspense account shall be allocated and reallocated
to Participants' Accounts before any Employer or Employee
contributions may be made for the limitation year.

(5) If, in addition to this Plan, the Participant
is covered under another defined contribution plan maintained by the
Employer, or a welfare benefit fund, as defined in Code Section
419(e), maintained by the Employer, or an individual medical
account, as defined in Code Section 415(1)(2), maintained by the
Employer which provides an annual addition, the annual additions
which may be credited to a Participant's account under all such
plans for any such limitation year shall not exceed the maximum
permissible amount. Benefits shall be reduced under any
discretionary defined contribution plan before they are reduced
under any other defined contribution plan. If both plans are
discretionary contribution plans, they shall first be reduced under
this Plan. Any excess amount attributable to this Plan shall be
disposed of in the manner described in Section 11.1(a)(4).

(b) Definitions.

(1) Annual additions: The following
amounts credited to a Participant's Account for the limitation year
shall be treated as annual additions:

(A) Employer contributions;

(B) Elective deferrals (within the meaning of
Section 4.1);

(C) Employee after-tax contributions, if any;

(D) Forfeitures, if any; and

(E) Amounts allocated after March 31, 1984 to
an individual medical account, as defined in Section 415(l)(2)
of the Code, which is part of a pension or annuity plan
maintained by the Employer. Also, amounts derived from
contributions paid or accrued after December 31, 1985 in taxable
years ending after such date which are attributable to
post-retirement medical benefits allocated to the separate
account of a Key Employee, as defined in Section 419A(d)(3), and
amounts under a welfare benefit fund, as defined

in Section 419(e), maintained by the
Employer, shall be treated as annual additions to a defined
contribution plan.

Employer and employee contributions taken into
account as annual additions shall include "excess contributions" as
defined in Section 401(k)(8)(B) of the Code, "excess aggregate
contributions" as defined in Section 401(m)(6)(B) of the Code, and
"excess deferrals" as defined in Section 402(g) of the Code,
regardless of whether such amounts are distributed, recharacterized
or forfeited, unless such amounts constitute excess deferrals that
were distributed to the Participant no later than April 15 of the
taxable year following the taxable year of the Participant in which
such deferrals were made.

For this purpose, any excess amount applied under
Section 11.1(a)(4) in the limitation year to reduce Employer
contributions shall be considered annual additions for such
limitation year.

(2) Compensation: For purposes of
determining maximum permitted benefits under this Section,
compensation shall mean Compensation as defined in Article 1 of the
Plan. Compensation shall be measured on the basis of compensation
paid in the limitation year.

(3) Defined contribution dollar limitation:
This shall mean $40,000, as adjusted under Section 415(d) of the
Code.

(4) Employer: This term refers to the
Employer that adopts this Plan, and all members of a controlled
group of corporations (as defined in Section 414(b) of the Code, as
modified by Section 415(h)), commonly-controlled trades or
businesses (as defined in Section 414(c), as modified by Section
415(h)), or affiliated service groups (as defined in Section 414(m))
of which the Employer is a part, or any other entity required to be
aggregated with the Employer under Code Section 414(o).

(5) Limitation year: This shall mean the
Plan Year, unless the Employer elects a different twelve (12)
consecutive month period. The election shall be made by the adoption
of a Plan amendment by the Employer. If the limitation year is
amended to a different twelve (12) consecutive month period, the new
limitation year must begin on a date within the limitation year in
which the amendment is made.

(6) Maximum permissible amount: Except to
the extent permitted under Section 4.1(e) and Section 414(v) of the
Code, if applicable, this shall mean an amount equal to the lesser
of the defined contribution dollar limitation or one hundred percent
(100%) of
the Participant's compensation for the limitation year. If a short
limitation year is created because of an amendment changing the
limitation year to a different twelve (12)-consecutive month period,
the maximum permissible amount shall not exceed the defined
contribution dollar limitation multiplied by the following fraction:

Number of months in the short limitation year

12

ARTICLE TWELVE--AMENDMENT AND TERMINATION

12.1 AMENDMENT. The Employer reserves the right
to amend or modify the Plan at any time, or from time to time, in whole or
in part. However, the Committee (within the meaning of Section 9.1) may make
administrative changes to the Plan so as to conform with or take advantage
of governmental requirements, statutes or regulations. Any such amendment
shall become effective under its terms upon adoption by the Employer or the
Committee, as the case may be. However, no amendment affecting the duties,
powers or responsibilities of the Trustee may be made without the written
consent of the Trustee. No amendment shall be made to the Plan which shall:

(a) make it possible (other than as provided in
Section 14.3) for any part of the corpus or income of the Trust Fund
(other than such part as may be required to pay taxes and administrative
expenses) to be used for or diverted to purposes other than the
exclusive benefit of the Participants or their Beneficiaries;

(b) decrease a Participant's account balance or
eliminate an optional form of payment (unless permitted by applicable
law) with respect to benefits accrued as of the later of (i) the date
such amendment is adopted, or (ii) the date the amendment becomes
effective; or

(c) alter the schedule for vesting in a Participant's
Account with respect to any Participant with three (3) or more Years of
Service without his consent or deprive any Participant of any
nonforfeitable portion of his Account.

Notwithstanding the other provisions of this Section or
any other provisions of the Plan, any amendment or modification of the Plan
may be made retroactively if necessary or appropriate within the remedial
amendment period to conform to or to satisfy the conditions of any law,
governmental regulation, or ruling, and to meet the requirements of the
Employee Retirement Income Security Act of 1974, as it may be amended.

If any corrective amendment (within the meaning of
Section 1.401(a)(4)-11(g) of the Treasury Regulations) is made after the end
of a Plan Year, such amendment shall satisfy the requirements of Section
1.401(a)(4)-11(g)(3) and (4) of the Treasury Regulations.

12.2 TERMINATION OF THE PLAN. The Employer, by
resolution of its board of directors, reserves the right at any time and in
its sole discretion to discontinue payments under the Plan and to terminate
the Plan. In the event the Plan is terminated, or upon complete
discontinuance of contributions under the Plan by the Employer, the rights
of each Participant to his Account on the date of such termination or
discontinuance of contributions, to the extent of the fair market value
under the Trust Fund, shall remain fully vested and nonforfeitable. The
Employer shall direct the Trustee to distribute the Trust Fund in accordance
with the Plan's distribution provisions to the Participants and their
Beneficiaries, each Participant or Beneficiary receiving a portion of the
Trust Fund equal to the value of his Account as of the date of distribution.
These distributions may be implemented by the continuance of the Trust and
the distribution of the Participants' Account shall be made at such time and
in such manner as though the Plan had not

terminated, or by any other
appropriate method, including rollover into Individual Retirement Accounts.
Upon distribution of the Trust Fund, the Trustee shall be discharged from
all obligations under the Trust and no Participant or Beneficiary shall have
any further right or claim therein. In the event of the partial termination
of the Plan, the Accounts of all affected Participants shall remain fully
vested and nonforfeitable and the provisions of the preceding paragraph
shall apply with respect to such Participants' Accounts.

In the event of the termination of the Plan, any amounts
to be distributed to Participants or Beneficiaries who cannot be located
shall be handled in accordance with the provisions of applicable law (which
may include the establishment of an account for such Participant or
Beneficiary).

ARTICLE THIRTEEN--TOP-HEAVY PROVISIONS

13.1 APPLICABILITY. The provisions of this
Article shall become applicable only for any Plan Year in which the Plan is
a Top-Heavy Plan (as defined in Section 13.2(b)). Notwithstanding the
foregoing, this Article shall not apply in any Plan Year in which the Plan
consists solely of a cash or deferred arrangement which meets the
requirements of Section 401(k)(12) of the Code and matching contributions
with respect to which the requirements of Section 401(m)(11) of the Code are
met.

13.2 DEFINITIONS. For purposes of this Article,
the following definitions shall apply:

(a) "Key Employee": "Key Employee" shall mean
any Employee or former Employee (including any deceased Employee) who,
at any time during the Plan Year that includes the determination date,
was an officer of the Employer having annual compensation greater than
$130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years
beginning after December 31, 2002), a five percent (5%) owner of the
Employer, or a one percent (1%) owner of the Employer having annual
compensation of more than $150,000. For this purpose, annual
compensation shall mean compensation as defined in Section 11.1(b)(2) of
the Plan. The determination of who is a Key Employee (including the
terms "5% owner" and "1% owner") shall be made in accordance with
Section 416(i)(1) of the Code and the applicable regulations and other
guidance of general applicability issued thereunder.

(b) "Top-Heavy Plan":

(1) The Plan shall constitute a "Top-Heavy Plan"
if any of the following conditions exist:

(A) The top-heavy ratio for the Plan exceeds
sixty percent (60%) and the Plan is not part of any required
aggregation group or permissive aggregation group of plans; or

(B) The Plan is part of a required
aggregation group of plans (but is not part of a permissive
aggregation group) and the top-heavy ratio for the group of
plans exceeds sixty percent (60%); or

(C) The Plan is a part of a required
aggregation group of plans and part of a permissive aggregation
group and the top-heavy ratio for the permissive aggregation
group exceeds sixty percent (60%).

(2) If the Employer maintains one (1) or more
defined contribution plans (including any simplified employee
pension plan funded with individual retirement accounts or
annuities) and the Employer maintains or has maintained one (1) or
more defined benefit plans which have covered or could cover a
Participant in this Plan,

the top-heavy ratio is a fraction, the
numerator of which is the sum of account balances under the defined
contribution plans for all Key Employees and the actuarial
equivalents of accrued benefits under the defined benefit plans for
all Key Employees, and the denominator of which is the sum of the
account balances under the defined contribution plans for all
Participants and the actuarial equivalents of accrued benefits under
the defined benefit plans for all Participants. Both the numerator
and denominator of the top-heavy ratio shall include any
distribution of an account balance or an accrued benefit made in the
one (1)-year period ending on the determination date and any
contribution due to a defined contribution pension plan but unpaid
as of the determination date. In determining the accrued benefit of
a non-Key Employee who is participating in a plan that is part of a
required aggregation group, the method of determining such benefit
shall be either (i) in accordance with the method, if any, that
uniformly applies for accrual purposes under all plans maintained by
the Employer or any member of the Employer's related group (within
the meaning of Section 2.5(b)), or (ii) if there is no such method,
as if such benefit accrued not more rapidly than the slowest accrual
rate permitted under the fractional accrual rate of Code Section
411(b)(1)(C).

(3) For purposes of (1) and (2) above, the value
of account balances and the actuarial equivalents of accrued
benefits shall be determined as of the most recent Valuation Date
that falls within or ends with the twelve (12)-month period ending
on the determination date. The account balances and accrued benefits
of a Participant who is not a Key Employee but who was a Key
Employee in a prior year shall be disregarded. The accrued benefits
and account balances of Participants who have performed no service
with any Employer maintaining the plan for the one (1)-year period
ending on the determination date shall be disregarded. The
calculations of the top-heavy ratio, and the extent to which
distributions, rollovers, and transfers are taken into account shall
be made under Section 416 of the Code and regulations issued
thereunder. Deductible Employee contributions shall not be taken
into account for purposes of computing the top-heavy ratio. When
aggregating plans, the value of account balances and accrued
benefits shall be calculated with reference to the determination
dates that fall within the same calendar year.

(4) Definition of terms for Top-Heavy status:

(A) "Top-heavy ratio" shall mean the
following:

(1) If the Employer maintains one or more
defined contribution plans (including any simplified
employee pension plan funded with individual retirement
accounts or annuities) and the Employer has never maintained
any defined benefit plans which have covered or could cover
a Participant in this Plan, the top-heavy ratio is a
fraction, the numerator of which is the sum of the account
balances of all Key Employees as of the determination date,
and the

denominator of which is the sum of
the account balances of all Participants as of the
determination date. Both the numerator and the denominator
shall be increased by any contributions due but unpaid to a
defined contribution pension plan as of the determination
date.

(B) "Permissive aggregation group"
shall mean the required aggregation group of plans plus any
other plan or plans of the Employer which, when considered as a
group with the required aggregation group, would continue to
satisfy the requirements of Sections 401(a)(4) and 410 of the
Code.

(C) "Required aggregation group" shall
mean (i) each qualified plan of the Employer (including any
terminated plan) in which at least one Key Employee
participates, and (ii) any other qualified plan of the Employer
which enables a plan described in (i) to meet the requirements
of Section 401(a)(4) or 410 of the Code.

(D) "Determination date" shall mean,
for any Plan Year subsequent to the first Plan Year, the last
day of the preceding Plan Year. For the first Plan Year of the
Plan, "determination date" shall mean the last day of that Plan
Year.

(E) "Valuation Date" shall mean the
last day of the Plan Year.

(F) Actuarial equivalence shall be based on
the interest and mortality rates utilized to determine actuarial
equivalence when benefits are paid from any defined benefit
plan. If no rates are specified in said plan, the following
shall be utilized: pre- and post-retirement interest -- five
percent (5%); post-retirement mortality based on the Unisex
Pension (1984) Table as used by the Pension Benefit Guaranty
Corporation on the date of execution hereof.

13.3 ALLOCATION OF EMPLOYER CONTRIBUTIONS AND
FORFEITURES FOR A TOP-HEAVY PLAN YEAR.

(a) Except as otherwise provided below, in any Plan
Year in which the Plan is a Top-Heavy Plan, the Employer contributions
and forfeitures allocated on behalf of any Participant who is a non-Key
Employee shall not be less than the lesser of three percent (3%) of such
Participant's compensation (as defined in Section 11.1(b)(2) and as
limited by Section 401(a)(17) of the Code) or the largest percentage of
Employer contributions, elective deferrals (within the meaning of
Section 4.1), and forfeitures as a percentage of the Key Employee's
compensation (as defined in Section 11.1(b)(2) and as limited by Section
401(a)(17) of the Code), allocated on behalf of any Key Employee for
that Plan Year. This minimum allocation shall be made even though, under
other Plan provisions, the Participant would not otherwise be entitled
to receive an allocation or would have

received a lesser allocation for the Plan Year
because of insufficient Employer contributions under Section 4.2, the
Participant's failure to make elective deferrals under Section 4.1 or
compensation is less than a stated amount.

(b) The minimum allocation under this Section shall
not apply to any Participant who was not employed by the Employer on the
last day of the Plan Year.

(c) Elective deferrals may not be taken into account
for the purpose of satisfying the minimum allocation. However, Employer
matching contributions may be taken into account for the purpose of
satisfying the minimum allocation.

(d) For purposes of the Plan, a non-Key Employee
shall be any Employee or Beneficiary of such Employee, any former
Employee, or Beneficiary of such former Employee, who is not or was not
a Key Employee during the Plan Year ending on the determination date.

(e) If no defined benefit plan has ever been part of
a permissive or required aggregation group of plans of the Employer, the
contributions and forfeitures under this step shall be offset by any
allocation of contributions and forfeitures under any other defined
contribution plan of the Employer with a Plan Year ending in the same
calendar year as this Plan's Valuation Date.

(f) There shall be no duplication of the minimum
benefits required under Code Section 416. Benefits shall be provided
under defined contribution plans before under defined benefit plans. If
a defined benefit plan (active or terminated) is part of the permissive
or required aggregation group of plans, the allocation method of
subparagraph (a) above shall apply, except that "3%" shall be increased
to "5%."

13.4 VESTING. The provisions contained in Section
6.1 relating to vesting shall continue to apply in any Plan Year in which
the Plan is a Top-Heavy Plan, and apply to all benefits within the meaning
of Section 411(a)(7) of the Code except those attributable to Employee
contributions and elective deferrals under Section 4.1, including benefits
accrued before the effective date of Section 416 and benefits accrued before
the Plan became a Top-Heavy Plan.

Payment of a Participant's Account balance under this
Section shall be made in accordance with the provisions of Article Seven.

ARTICLE FOURTEEN--MISCELLANEOUS PROVISIONS

14.1 PLAN DOES NOT AFFECT EMPLOYMENT. Neither the
creation of this Plan, any amendment thereto, the creation of any fund nor
the payment of benefits hereunder shall be construed as giving any legal or
equitable right to any Employee or Participant against the Employer, its
officers or Employees, or against the Trustee. All liabilities under this
Plan shall be satisfied, if at all, only out of the Trust Fund held by the
Trustee. Participation in the Plan shall not give any Participant any right
to be retained in the employ of the Employer, and the Employer hereby
expressly retains the right to hire and discharge any Employee at any time
with or without cause, as if the Plan had not been adopted, and any such
discharged Participant shall have only such rights or interests in the Trust
Fund as may be specified herein.

14.2 SUCCESSOR TO THE EMPLOYER. In the event of
the merger, consolidation, reorganization or sale of assets of the Employer,
under circumstances in which a successor person, firm, or corporation shall
carry on all or a substantial part of the business of the Employer, and such
successor shall employ a substantial number of Employees of the Employer and
shall elect to carry on the provisions of the Plan, such successor shall be
substituted for the Employer under the terms and provisions of the Plan upon
the filing in writing with the Trustee of its election to do so.

14.3 REPAYMENTS TO THE EMPLOYER. Notwithstanding
any provisions of this Plan to the contrary:

(a) Any monies or other Plan assets attributable to
any contribution made to this Plan by the Employer because of a mistake
of fact shall be returned to the Employer within one (1) year after the
date of contribution.

(b) Any monies or other Plan assets attributable to
any contribution made to this Plan by the Employer shall be refunded to
the Employer, to the extent such contribution is predicated on the
deductibility thereof under the Code and the income tax deduction for
such contribution is disallowed. Such amount shall be refunded within
one (1) taxable year after the date of such disallowance or within one
(1) year of the resolution of any judicial or administrative process
with respect to the disallowance. All Employer contributions hereunder
are expressly contributed based upon such contributions' deductibility
under the Code.

14.4 BENEFITS NOT ASSIGNABLE. Except as provided
in Section 414(p) of the Code with respect to "qualified domestic relations
orders," or except as provided in Section 401(a)(13)(C) of the Code with
respect to certain judgments and settlements, the rights of any Participant
or his Beneficiary to any benefit or payment hereunder shall not be subject
to voluntary or involuntary alienation or assignment.

With respect to any "qualified domestic relations order"
relating to the Plan, the Plan shall permit distribution to an alternate
payee under such order at any time, irrespective of whether the Participant
has attained his "earliest retirement age" (within the meaning of Section
414(p)(4)(B) of the Code) under the Plan. A distribution to an alternate
payee prior to the Participant's attainment of his earliest retirement age
shall, however, be available only if the order specifies distribution at
that time or permits an agreement between the Plan and the alternate payee
to authorize an earlier distribution. Nothing in this paragraph shall,
however, give a Participant a right to receive distribution at a time
otherwise not permitted under the Plan nor does it permit the alternate
payee to receive a form of payment not otherwise permitted under the Plan or
under said Section 414(p) of the Code.

14.5 MERGER OF PLANS. In the case of any merger
or consolidation of this Plan with, or transfer of the assets or liabilities
of the Plan to, any other plan, the terms of such merger, consolidation or
transfer shall be such that each Participant would receive (in the event of
termination of this Plan or its successor immediately thereafter) a benefit
which is no less than what the Participant would have received in the event
of termination of this Plan immediately before such merger, consolidation or
transfer.

14.6 INVESTMENT EXPERIENCE NOT A FORFEITURE. The
decrease in value of any Account due to adverse investment experience shall
not be considered an impermissible "forfeiture" of any vested balance.

14.7 CONSTRUCTION. Wherever appropriate, the use
of the masculine gender shall be interpreted to include the feminine and/or
neuter or vice versa; and the singular form of words shall be interpreted to
include the plural or vice versa.

14.8 GOVERNING DOCUMENTS. A Participant's rights
shall be determined under the terms of the Plan as in effect at the
Participant's date of termination from employment, or, if later, and to the
extent permitted by applicable law, as determined under the terms of the
Plan.

14.9 GOVERNING LAW. The provisions of this Plan
shall be construed under the laws of the State of New York, except to the
extent such laws are preempted by Federal law.

14.10 HEADINGS. The Article headings and Section
numbers are included solely for ease of reference. If there is any conflict
between such headings or numbers and the text of the Plan, the text shall
control.

14.11 COUNTERPARTS. This Plan may be executed in
any number of counterparts, each of which shall be deemed an original; said
counterparts shall constitute but one and the same instrument, which may be
sufficiently evidenced by any one counterpart.

14.12 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN.
In the event that all or any portion of the distribution payable to a
Participant or to a Participant's Beneficiary hereunder shall, at the
expiration of five (5) years after it shall become payable, remain unpaid
solely by reason of the inability of the Administrator to ascertain the
whereabouts of such Participant or Beneficiary, after sending a registered
letter, return receipt requested, to the last known address, and after
further diligent effort, the amount so distributable shall be forfeited and
used to pay Plan administrative expenses and/or used to reduce future
Employer contributions. In the event a Participant or Beneficiary is located
subsequent to the forfeiture of his Account balance, such Account balance
shall be restored.

14.13 DISTRIBUTION TO MINOR OR LEGALLY INCAPACITATED.
In the event any benefit is payable to a minor or to a person deemed to
be incompetent or to a person otherwise under legal disability, or who is by
sole reason of advanced age, illness, or other physical or mental incapacity
incapable of handling the disposition of his property, the Administrator,
may direct the Trustee to make payment of such benefit to the guardian,
committee, or other legal representative, wherever appointed, of such
person, or if none in the case of a minor Beneficiary, to a parent of such
Beneficiary, or to the custodian for such Beneficiary under the Uniform Gift
to Minors Act, if such is permitted by the laws of the state in which said
Beneficiary resides. The receipt of any such payment or distribution shall
be a complete discharge of liability for Plan obligations.

APPENDIX A

Participating Affiliates

Barretts Minerals Inc.

Specialty Minerals Inc.

MINTEQ International Inc.

MINTEQ Shapes and Services Inc.

Specialty Minerals (Michigan) Inc.

Specialty Minerals Mississippi, Inc.

Synsil Products Inc.

IN WITNESS WHEREOF, the Board of Directors of Minerals
Technologies Inc. has authorized the undersigned to execute this amended and
restated Plan document, and the undersigned has executed the Plan on this 13^th
day of December, 2007.

MINERALS TECHNOLOGIES INC.

By __/s/ Kirk Forrest______________________
Kirk Forrest

General Counsel

By __/s/ Gordon Borteck___________________
Gordon Borteck

Vice-President, Organization and Human Resources

EXHIBIT 21

EXHIBIT 21.1

SUBSIDIARIES OF THE COMPANY

Name of the Company
Jurisdiction of
Organization

APP China Specialty Minerals Pte
Ltd.
Singapore

ASMAS Agir Sanayi Malzemeleri
Imal ve Tic. A.S.
Turkey

Barretts Minerals Inc.

Delaware

ComSource Trading Ltd.

Delaware

Ferrotron Technologies GmbH

Germany

Gold Lun Chemicals (Zhenjiang).

China

Gold Sheng Chemicals (Zhenjiang)
Co., Ltd.
China

Gold Zuan Chemicals (Suzhou).

China

Hi-Tech Specialty Minerals
Company, Limited
Thailand

Minerals Technologies do Brasil
Comercio é Industria de Minerais Ltda.
Brazil

Minerals Technologies Europe N.V.

Belgium

Minerals Technologies Holdings
Ltd.
United Kingdom

Minerals Technologies Mexico
Holdings, S. de R. L. de C.V.
Mexico

Minerals Technologies South
Africa (Pty) Ltd.
South Africa

Mintech Canada Inc.
Canada

Mintech Japan K.K.
Japan

Minteq Australia Pty Ltd.

Australia

Minteq B.V..
The Netherlands

Minteq Europe Limited.

Ireland

Minteq India Private Limited

India

Minteq International GmbH

Germany

Minteq International Inc.

Delaware

Minteq International (Suzhou)
Co., Ltd.
China

Minteq Italiana S.p.A.

Italy

Minteq Korea Inc.
Korea

Minteq Kosovo LLC.
Kosovo

Minteq Magnesite Limited

Ireland

Minteq Metallurgical Materials (Suzhou)
Co., Ltd.
China

Minteq Shapes and Services Inc.

Delaware

Minteq UK Limited.
United Kingdom

MTI Holdings GmbH
Germany

MTX Finance Inc.
Delaware

MTX Finance Ireland
Ireland

PT Sinar Mas Specialty Minerals

Indonesia

Rijnstaal U.S.A., Inc.

Pennsylvania

RL Vision Tech OY
Finland

SMI Poland Sp. z o.o.

Poland

Specialty Minerals Benelux

Belgium

Specialty Minerals FMT K.K.

Japan

Specialty Minerals France
s.p.a.s.
France

Specialty Minerals GmbH

Germany

Specialty Minerals Inc.

Delaware

Specialty Minerals International
Inc.
Delaware

Specialty Minerals Israel
Limited
Israel

Specialty Minerals Malaysia Sdn.
Bhd.
Malaysia

Specialty Minerals (Michigan)
Inc.
Michigan

Specialty Minerals Mississippi
Inc.
Delaware

Specialty Minerals Nordic Oy Ab

Finland

Specialty Minerals (Portugal)
Especialidades Minerais, S.A.
Portugal

Specialty Minerals S.A. de C.V.

Mexico

Specialty Minerals Servicios S.
de R. L. de C.V.
Mexico

Specialty Minerals Slovakia,
spol. sr.o.
Slovakia

Specialty Minerals South Africa
(Pty) Limited
South Africa

Specialty Minerals (Thailand)
Limited
Thailand

Specialty Minerals UK Limited

United Kingdom

Synsil Products Inc.

Delaware

Tecnologias Minerales de Mexico,
S.A. de C.V.
Mexico

EXHIBIT 23

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Minerals Technologies Inc.:
We consent to the incorporation by reference in the
registration statements (No. 33-59080, 333-62739, and 333-138245) on Form S-8 of
Minerals Technologies Inc. of our reports dated February 27, 2008, with respect
to the consolidated balance sheets as of December 31, 2007 and 2006, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 2007,
and the related financial statement schedule and the effectiveness of internal
control over financial reporting as of December 31, 2007, which reports appear
in the December 31, 2007 annual report on Form 10-K of Minerals Technologies
Inc.
Our report refers to the adoption in 2007 of FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes." In
addition, our report refers to the adoption in 2006 of Statement of Financial
Accounting Standards ("SFAS") No. 123R, "Share-Based Payment," SFAS No. 151,
"Inventory Costs - an Amendment of ARB No. 43, Chapter 4," Emerging Issues Task
Force Issue No. 04-06, "Accounting for Stripping Costs Incurred During
Production in the Mining Industry," and SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Post Retirement Plans - An Amendment of FASB
Statements No. 87, 88, 106, and 132(R)."

/s/ KPMG LLP

New York, New York
February 27, 2008

EXHIBIT 31

EXHIBIT 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Joseph C. Muscari, certify that:

1.
I have reviewed this
Annual Report on Form 10-K of Minerals Technologies Inc.;

2.

Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report;

3.

Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;

4.

The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report
is being prepared;

(b) Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;

(c) Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and

(d) Disclosed in this report any change in the
registrant's internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and

5.

The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of
the registrant's board of directors:

(a) All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal control over financial reporting.

Date: February 27, 2008

/s/
Joseph C. Muscari

Joseph C. Muscari

Chairman of the Board

and Chief Executive Officer

EXHIBIT 31

EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, John A. Sorel, certify that:

1.
I have reviewed this
Annual Report on Form 10-K of Minerals Technologies Inc.;

2.

Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report;

3.

Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;

4.

The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report
is being prepared;

(b) Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;

(c) Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and

(d) Disclosed in this report any change in the
registrant's internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and

5.

The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of
the registrant's board of directors:

(a) All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal control over financial reporting.

Date: February 27, 2008

/s/
John A. Sorel

John A. Sorel

Senior Vice President - Finance
and

Chief Financial Officer

New Page 1

EXHIBIT 32

SECTION 1350 CERTIFICATION

       Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18, United
States Code), each of the undersigned officers of Minerals Technologies Inc., a
Delaware corporation (the "Company"), does hereby certify that:
       The Annual Report on Form 10-K for the year ended
December 31, 2007 (the "Form 10-K") of the Company fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
and information contained in the Form 10-K fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Dated:  February 27, 2008

/s/

Joseph C. Muscari

Joseph C. Muscari

Chairman of the Board and

Chief Executive Officer

Dated: February 27, 2008

/s/

John A. Sorel

John A. Sorel

Senior Vice President-Finance and

Chief Financial Officer

       The foregoing certification is being furnished solely
pursuant to Exchange Act Rule 13a-14(b); is not deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise
subject to the liability of that section; and is not deemed to be incorporated
by reference into any filing under the Securities Act of 1933 or the Exchange
Act of 1934.}


	12/02	12/03	12/04	12/05	12/06	12/07


Minerals Technologies Inc.	100.00	137.61	155.45	130.68	137.97	157.60
S&P 500	100.00	128.68	142.69	149.70	173.34	182.87
S&P MidCap 400 Materials Sector	100.00	131.04	166.35	185.17	225.15	275.45

•	Building Decontamination. We have completed the investigation of building contamination and submitted a report characterizing the contamination. We are awaiting review and approval of this report by the regulators. Based on the results of this investigation, we believe that the contamination may be adequately addressed by means of encapsulation through painting of exposed surfaces, pursuant to the Environmental Protection Agency's ("EPA") regulations and have accrued such liabilities as discussed below. However, this conclusion remains uncertain pending completion of the phased remediation decision process required by the regulations.
•	Groundwater. We are still conducting investigations of potential groundwater contamination. To date, the results of investigation indicate that there is some oil contamination of the groundwater. We are conducting further investigations of the groundwater.
•	Soil. We have completed the investigation of soil contamination and submitted a report characterizing contamination to the regulators. Based on the results of this investigation, we believe that the contamination may be left in place and monitored, pursuant to a site-specific risk assessment, which is underway. However, this conclusion is subject to completion of a phased remediation decision process required by applicable regulations.

2007 Quarters	First		Second		Third		Fourth

Market Price Range Per Share of Common Stock
High	$	64.00	$	68.39	$	70.64	$	70.91
Low		56.80		62.58		63.07		63.62
Close		62.16		66.95		67.00		66.95

Dividends paid per common share	$	0.05	$	0.05	$	0.05	$	0.05

2006 Quarters	First		Second		Third		Fourth

Market Price Range Per Share of Common Stock
High	$	58.93	$	61.27	$	53.40	$	59.31
Low		52.97		51.61		48.01		51.71
Close		58.40		52.00		53.40		58.79

Dividends paid per common share	$	0.05	$	0.05	$	0.05	$	0.05

Plan Category	Number of securities to be issued upon exercise of outstanding options	Weighted average exercise price of outstanding options		Number of securities remaining available for future issuance


Equity compensation plans approved by security holders	839,715	$	50.51	575,404

Equity compensation plans not approved by security holders	--		--	--


Total	839,715	$	50.51	575,404

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of the Publicly Announced Program		Dollar Value of Shares That May Yet be Purchased Under the Program


October 1 - October 28	--	$	--	930,472	$	25,145,698

October 29 - November 25	108,900	$	67.67	1,039,372	$	17,776,803

November 26 - December 31	192,500	$	66.92	1,231,872	$	4,894,545


Total	301,400	$	67.19

Dollars in Millions, Except Per Share Data

Income Statement Data:			2007			2006				2005						2004						2003


Net sales			$	1,077.7		$	1,023.5			$		956.8				$		889.7				$			785.5
Cost of goods sold				845.1			798.7					744.0						676.3							588.5

	Production margin			232.6			224.8					212.8						213.4							197.0

Marketing and administrative expenses				104.6			104.6					98.1						93.0							87.5
Research and development expenses				26.3			27.8					27.0						26.9							22.8
Impairment of assets				94.1			--					0.3						--							1.1
Restructuring and other costs				16.0			--					--						1.1							3.3
Acquisition termination costs				--			--					--						1.0							--

	Income (loss) from operations			(8.5	)		92.4					87.4						91.4							82.3

Non-operating deductions, net				(3.0	)		(5.9	)				(3.9	)					(4.5			)				(4.9	)


	Income (loss) before provision for taxes			(11.5	)		86.5					83.5						86.9							77.4
		on income, minority interests and
		discontinued operations
Provision for taxes on income				11.3			27.0					25.1						25.1							20.8
Minority interests				2.9			3.4					1.7						1.7							1.6


	Income (loss) from continuing operations			(25.7	)		56.1					56.7						60.1							55.0
	Loss from discontinued operations, net of tax			(37.8	)		(6.1	)				(3.4	)					(1.5			)				(3.4	)
Cumulative effect of accounting change				--			--					--						--							(3.4	)


	Net income (loss)		$	(63.5	)	$	50.0			$		53.3				$		58.6				$			48.2




Earnings Per Share			2007			2006			2005								2004						2003


Basic:
Earnings (loss) per share from continuing operations			$	(1.34	)	$	2.86		$		2.78						$		2.93				$	2.73
Loss per share from discontinued operations				(1.97	)		(0.31	)			(0.16			)					(0.08	)				(0.17		)
Cumulative effect of accounting change				--			--				--								--					(0.17		)


Basic earnings (loss) per share			$	(3.31	)	$	2.55		$		2.62						$		2.85				$	2.39




Diluted:
Earnings (loss) per share from continuing operations			$	(1.34	)	$	2.84		$		2.75						$		2.89				$	2.70
Loss per share from discontinued operations				(1.97	)		(0.31	)			(0.16			)					(0.07	)				(0.17		)
Cumulative effect of accounting change				--			--				--								--					(0.17		)


Diluted earnings (loss) per share			$	(3.31	)	$	2.53		$		2.59						$		2.82				$	2.36



Weighted average number of common shares outstanding:
Basic				19,190			19,600				20,345							20,530						20,208
Diluted				19,190			19,738				20,567							20,769						20,431
Dividends declared per common share			$	0.20		$	0.20		$		0.20				$			0.20				$		0.10

Balance Sheet Data:
Working capital			$	306.2		$	199.7		$		145.9				$			242.8				$		216.8
Total assets				1,128.9			1,193.1				1,156.3							1,154.9						1,035.7
Long-term debt				111.0			113.4				40.3							94.8						98.2
Total debt				127.7			203.1				156.9							128.7						131.7
Total shareholders' equity				751.2			752.6				771.2							799.3						707.4

Year Ended December 31,				2007		2006		2005


Net sales				100.0	%	100.0	%	100.0	%
Cost of goods sold				78.4		78.1		77.8

	Production margin			21.6		21.9		22.2

Marketing and administrative expenses				9.7		10.2		10.3
Research and development expenses				2.4		2.7		2.8
Impairment of assets				8.8		--		--
Restructuring charges				1.5		--		--

	Income (loss) from operations			(0.8)		9.0		9.1


	Income (loss) before provision for taxes on income,
			minority interests and discontinued operations	(1.1)		8.5		8.7
Provision for taxes on income				1.0		2.7		2.6
Minority interests				0.3		0.3		0.2

	Income (loss) from continuing operations			(2.4)		5.5		5.9
	Loss from discontinued operations			(3.5)		(0.6)		(0.3)


		Net income (loss)		(5.9)	%	4.9	%	5.6	%

•	The Company has exited its Synsil^® Products product line and will sell its Synsil^® Products manufacturing facilities in Chester, South Carolina, Cleburne, Texas, and the customer sampling facility in Woodville, Ohio. This resulted in an impairment of assets charge of approximately $42.2 million, which is included in discontinued operations.
•	We have concluded that Synsil®, in its current product form, is not suitable to penetrate a significant portion of the market previously envisioned. The initial success achieved in certain market segments proved unsustainable at higher operating/fill rates for major glass market segments.

•	The company will realign these product lines, which consists of four mines and processing facilities in the United States; two plants in the Midwest that process imported ores; and the Specialty PCC product line.
•	The two Midwest plants in Mt. Vernon, Indiana, and Wellsville, Ohio, acquired in 2002, which primarily process Chinese talc ores, will be held for sale and are included in discontinued operations. This realignment will result in a change of direction from diversified product lines that included processing imported ore to an integrated "mine to market" strategy. The Company recorded impairment of assets charges of approximately $5.9 million related to the realignment of the Processed Minerals product line, of which $4.6 million was included in discontinued operations.
•	Going forward, four fully integrated operations will be the focus of the "mine to market" strategy, three of which produce ground calcium carbonate, primarily for the construction and automotive sectors. These are in Adams, Massachusetts; Canaan, Connecticut; and Lucerne Valley, California. The fourth facility mines and produces talc in Barretts, Montana.

•	The company will modify the marketing strategy for its coating PCC products and will convert from a merchant business model to a satellite business model for coating PCC, one that has proven successful in the past. This has resulted in consolidation of the coating PCC operations in Europe with the closure of our PCC merchant facility in Hermalle, Belgium.
•	Current commercial customers have been transferred to our coating PCC merchant facility in Walsum, Germany, which will also focus on supporting market development activities for the satellite PCC program. The Company recorded an impairment of assets charge related to the coating development program of approximately $58.7 million.

•	Increasing our sales of PCC for paper by further penetration of the markets for paper filling at both freesheet and groundwood mills;
•	Development of the filler-fiber composite program, to increase the fill-rate for uncoated freesheet paper, which continues to undergo large-scale paper machine trials.
•	Further development of the Company's PCC products, filling and coating, for use in the satellite model.
•	Development of unique calcium carbonates used in the manufacture of novel biopolymers, an emerging market opportunity.
•	Rapid deployment of value-added formulations of refractory materials that not only reduce costs but improve performance.
•	Leverage the Company's expertise in crystal engineering, especially in helping papermakers customize PCC morphologies for specific paper applications.
•	Continuing our penetration in emerging markets through our manufacturing facility in China and our recent acquisition in Turkey, both within the Refractories segment.
•	Further increasing market penetration in the Refractories segment through development of high-performance products and equipment systems.

•	Consolidations in the paper and steel industries concentrate purchasing power in the hands of fewer customers, increasing pricing pressure on suppliers such as Minerals Technologies Inc.;
•	Most of our Paper PCC sales are subject to long-term contracts that may be terminated pursuant to their terms, or may be renewed on terms less favorable to us;
•	Our filler-fiber composite technology continues in development through customer trials, but has yet to be proven on a long-term commercial scale.
•	We are subject to cost fluctuations on raw materials, including shipping costs, particularly for magnesia and alumina imported from China;
•	Our Processed Minerals and Specialty PCC product lines are highly influenced by the domestic building and construction markets.
•	As we expand our operations abroad we face the inherent risks of doing business in many foreign countries, including foreign exchange risk, import and export restrictions, and security concerns.

Net Sales			2007	% of Total Sales		Growth			2006	% of Total Sales		Growth			2005	% of Total Sales

U.S.		$	581.9	54.0	%	(2)	%	$	592.6	57.9	%	5	%	$	566.1	59.2	%
International			495.8	46.0	%	15	%		430.9	42.1	%	10	%		390.7	40.8	%

	Net sales	$	1,077.7	100.0	%	5	%	$	1,023.5	100.0	%	7	%	$	956.8	100.0	%




Paper PCC		$	542.0	50.3	%	8	%	$	500.6	48.9	%	9	%	$	460.7	48.1	%
Specialty PCC			60.6	5.6	%	7	%		56.4	5.5	%	1	%		55.6	5.8	%

	PCC Products	$	602.6	55.9	%	8	%	$	557.0	54.4	%	8	%	$	516.3	53.9	%


Talc		$	37.3	3.5	%	(4)	%	$	38.9	3.8	%	10	%	$	35.5	3.7	%
GCC			76.7	7.1	%	(4)	%		79.7	7.8	%	3	%		77.2	8.1	%

	Processed Minerals Products	$	114.0	10.6	%	(4)	%	$	118.6	11.6	%	5	%	$	112.7	11.8	%


	Specialty Minerals Segment	$	716.6	66.5	%	6	%	$	675.6	66.0	%	7	%	$	629.0	65.7	%


Refractory Products		$	290.5	27.0	%	10	%	$	264.6	25.9	%	11	%	$	239.3	25.0	%
Metallurgical Products			70.6	6.5	%	(15)	%		83.3	8.1	%	(6)	%		88.5	9.3	%

	Refractories Segment	$	361.1	33.5	%	4	%	$	347.9	34.0	%	6	%	$	327.8	34.3	%


	Net sales	$	1,077.7	100.0	%	5	%	$	1,023.5	100.0	%	7	%	$	956.8	100.0	%

Operating Costs and Expenses (Dollars in millions)		2007	Growth			2006	Growth			2005


Cost of goods sold	$	845.1	6	%	$	798.7	7	%	$	744.0
Marketing and administrative	$	104.6	--	%	$	104.6	7	%	$	98.1
Research and development	$	26.3	(5)	%	$	27.8	3	%	$	27.0
Impairment of assets	$	94.1	*	%	$	--	*	%	$	0.3
Restructuring charges	$	16.0	*	%	$	--	*	%	$	--

Paper PCC			$	65.3
Specialty PCC				12.7

		Total PCC		78.0
Processed Minerals				1.3

	Specialty Minerals Segment			79.3
	Refractories Segment			14.8

			$	94.1

Severance and other employee benefits	$	13.5
Contract termination costs		1.8
Other exit costs		0.7

	$	16.0

Income (Loss) from Operations (Dollars in millions)		2007	Growth			2006	Growth			2005


Income (loss) from operations	$	(8.5)	(109)	%	$	92.4	6	%	$	87.4

Non-Operating Deductions (Dollars in millions)		2007	Growth			2006	Growth			2005


Non-operating deductions, net	$	(3.0)	(49)	%	$	(5.9)	55	%	$	(3.8)

Provision for Taxes on Income (Dollars in millions)		2007	Growth			2006	Growth			2005


Provision for taxes on income	$	11.3	(58)	%	$	27.0	8	%	$	25.1

Minority Interests (Dollars in millions)		2007	Growth			2006	Growth			2005


Minority interests	$	2.9	(15)	%	$	3.4	100	%	$	1.7

Loss from Discontinued Operations (Dollars in millions)		2007	Growth			2006	Growth			2005


Loss from discontinued operations	$	(37.8)	*	%	$	(6.2)	(82)	%	$	(3.4)

Net Income (Loss) (Dollars in millions)		2007	Growth			2006	Growth			2005


Net income (loss)	$	(63.5)	(227)	%	$	50.0	(6)	%	$	53.3

•	Continued development and potential commercial introduction of filler-fiber composite technology for the paper industry to increase the fill-rates of uncoated freesheet paper.
•	Increase market penetration of PCC by expanding the satellite model.
•	Emphasize higher value specialty products and application systems to increase market penetration in the Refractories segment.
•	Expand regionally into emerging markets where we have a limited presence and increase our presence in regional markets where the manufacturing of paper and steel is shifting, particularly to China and Eastern Europe.
•	Development of unique calcium carbonates used in the manufacture of biopolymers, an emerging market opportunity.
•	Continue to improve our cost competitiveness in all product lines.
•	Explore selective acquisitions to complement our existing businesses.

•	significant under-performance relative to historical or projected future operating results;
•	significant changes in the manner of use of the acquired assets or the strategy for the overall business;
•	significant negative industry or economic trends.

	When we determine that the carrying value of intangibles, long-lived assets or goodwill may not be recoverable based upon the existence of one or more of the above indicators of impairment, we principally measure any impairment by our ability to recover the carrying amount of the assets from expected future operating cash flow on a discounted basis. Net intangible assets, long-lived assets, and goodwill amounted to $576.6 million as of December 31, 2007.
•	Accounting for income taxes: As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating current tax expense together with assessing temporary differences resulting from differing treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we must include an expense within the tax provision in the Consolidated Statements of Operations.
	The Company accounts for uncertain tax positions in accordance with FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), an interpretation of FASB Statement No. 109 ("SFAS 109"). The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgements regarding our income tax exposures. Interpretations of and guidance surrounding income tax laws and regulations change over time. As such, changes in our subjective assumptions and judgements can materially affect amounts recognized in the consolidated balance sheets and statements of operations. See Note 5 to the condensed consolidated financial statements, "Income Taxes," for additional detail on our uncertain tax positions.
•	Pension Benefits: We sponsor pension and other retirement plans in various forms covering the majority of employees who meet eligibility requirements. Several statistical and actuarial models which attempt to estimate future events are used in calculating the expense and liability related to the plans. These models include assumptions about the discount rate, expected return on plan assets and rate of future compensation increases as determined by us, within certain guidelines. Our assumptions reflect our historical experience and management's best judgment regarding future expectations. In addition, our actuarial consultants also use subjective factors such as withdrawal and mortality rates to estimate these assumptions. The actuarial assumptions used by us may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants, among other things. Differences from these assumptions may result in a significant impact to the amount of pension expense/liability recorded by us follows:

(millions of dollars)		Discount Rate		Salary Scale		Return on Asset


1% increase	$	(1.8)	$	0.4	$	(1.8)
1% decrease	$	2.1	$	(0.3)	$	1.8

Name	Age	Position

Joseph M. Muscari	61	Chairman of the Board and Chief Executive Officer
D. Randy Harrison	56	Senior Vice President, Organization and Human Resources
Kenneth L. Massimine	58	Senior Vice President and Managing Director, Paper PCC
John A. Sorel	60	Senior Vice President - Finance, and Chief Financial Officer
William J.S. Wilkins	51	Senior Vice President and Managing Director, Minteq International
Michael A. Cipolla	50	Vice President - Corporate Controller and Chief Accounting Officer
Douglas T. Dietrich	38	Vice President, Corporate Development and Treasury
Kirk G. Forrest	56	Vice President, General Counsel and Secretary
William A. Kromberg	62	Vice President, Taxes
D.J. Monagle, III	45	Vice President and Managing Director, Performance Minerals

1.	Financial Statements. The following Consolidated Financial Statements of Mineral Technologies Inc. and subsidiary companies and Reports of Independent Registered Public Accounting Firm are set forth on pages F-2 to F-35.

	Consolidated Balance Sheets as of December 31, 2007 and 2006
	Consolidated Statements of Operations for the years ended December 31, 2007, 2006, and 2005
	Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005
	Consolidated Statements of Shareholders' Equity for the years ended December 31, 2007, 2006 and 2005
	Notes to the Consolidated Financial Statements
	Reports of Independent Registered Public Accounting Firm
	Management's Report on Internal Control Over Financial Reporting

2.	Financial Statement Schedule. The following financial statement schedule is filed as part of this report:

					Page
	Schedule II -			Valuation and Qualifying Accounts	S-1

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.

3.	Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this report.

	3.1	-	Restated Certificate of Incorporation of the Company (1)
	3.2	-	By-Laws of the Company as amended and restated effective May 25, 2005 (5)
	3.3	-	Certificate of Designations authorizing issuance and establishing designations, preferences and rights of Series A Junior Preferred Stock of the Company (1)
	4	-	Rights Agreement, executed effective as of September 13, 1999 (the "Rights Agreement"), between Minerals Technologies Inc. and Chase Mellon Shareholders Services L.L.C., as Rights Agents, including as Exhibit B the forms of Rights Certificate and of Election to Exercise (6)
	4.1	-	Specimen Certificate of Common Stock (1)
	10.1	-	Asset Purchase Agreement, dated as of September 28, 1992, by and between Specialty Refractories Inc. and Quigley Company Inc. (2)
	10.1(a)	-	Agreement dated October 22, 1992 between Specialty Refractories Inc. and Quigley Company Inc., amending Exhibit 10.1 (3)
	10.1(b)	-	Letter Agreement dated October 29, 1992 between Specialty Refractories Inc. and Quigley Company Inc., amending Exhibit 10.1 (3)
	10.2	-	Reorganization Agreement, dated as of September 28, 1992, by and between the Company and Pfizer Inc (2)
	10.3	-	Asset Contribution Agreement, dated as of September 28, 1992, by and between Pfizer Inc and Specialty Minerals Inc. (2)
	10.4	-	Asset Contribution Agreement, dated as of September 28, 1992, by and between Pfizer Inc and Barretts Minerals Inc. (2)
	10.4(a)	-	Agreement dated October 22, 1992 between Pfizer Inc, Barretts Minerals Inc. and Specialty Minerals Inc., amending Exhibits 10.3 and 10.4 (3)
	10.5	-	Form of Employment Agreement (4), together with schedule relating to executed Employment Agreements (6) (+)
	10.6	-	Form of Severance Agreement, together with schedule relating to executed Severance Agreements (7) (+)
	10.7	-	Company Employee Protection Plan, as amended August 27, 1999 (6) (+)
	10.8	-	Company Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors (4)(+)
	10.9	-	2001 Stock Award and Incentive Plan of the Company, as amended and restated as of December 20, 2005 (7) (+)
	10.10	-	Company Retirement Plan, as amended and restated effective as of January 1, 2006 (4) (+)
	10.10(a)	-	First Amendment to the Company's Retirement Plan, effective as of January 1, 2008 (*) (+)
	10.11	-	Company Nonfunded Supplemental Retirement Plan, as amended effective April 24, 2003 (8) (+)
	10.12	-	Company Savings and Investment Plan, as amended and restated as of September 14, 2007 (*) (+)
	10.13	-	Company Nonfunded Deferred Compensation and Supplemental Savings Plan, as amended effective April 24, 2003 (8) (+)
	10.14	-	Company Health and Welfare Plan, effective as of April 1, 2003 and amended and restated as of January 1, 2006 (4)(+)

10.15	-	Grantor Trust Agreement, as amended and restated as of December 23, 2005, between the Company and The Bank of New York, as Trustee (7)(+)
10.16	-	Note Purchase Agreement, dated as of October 5, 2006, among the Company, Metropolitan Life Insurance Company and MetLife Insurance Company of Connecticut with respect to the Company's issuance of $75,000,000 in aggregate principal amount of senior unsecured notes due October 5, 2013 (9)
10.17	-	Indenture, dated July 22, 1963, between the Cork Harbour Commissioners and Roofchrome Limited (2)
10.18	-	Agreement of Lease, dated as of May 24, 1993, between the Company and Cooke Properties Inc. (1)
10.19	-	Employment Agreement, dated November 27, 2006, between the Company and Joseph C. Muscari (10)
21.1	-	Subsidiaries of the Company (*)
23.1	-	Consent of Independent Registered Public Accounting Firm (*)
31.1	-	Rule 13a-14(a)/15d-14(a) Certification executed by the Company's principal executive officer (*)
31.2	-	Rule 13a-14(a)/15d-14(a) Certification executed by the Company's principal financial officer (*)
32	-	Section 1350 Certification (*)

(1)	Incorporated by reference to the exhibit so designated filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2003.
(2)	Incorporated by reference to the exhibit so designated filed with the Company's Registration Statement on Form S-1 (Registration No. 33-51292), originally filed on August 25, 1992.
(3)	Incorporated by reference to the exhibit so designated filed with the Company's Registration Statement on Form S-1 (Registration No. 33-59510), originally filed on March 15, 1993.
(4)	Incorporated by reference to the exhibit so designated filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2006.
(5)	Incorporated by reference to the exhibit so designated filed with the Company's current Report on Form 8-K filed on May 27, 2005.
(6)	Incorporated by reference to the exhibit so designated filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2004.
(7)	Incorporated by reference to the exhibit so designated filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2005.
(8)	Incorporated by reference to the exhibit so designated filed with the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2003.
(9)	Incorporated by reference to the exhibit 10.1 filed with the Company's Current Report on Form 8-K filed on October 11, 2006.
(10)	Incorporated by reference to exhibit 10.1 filed with the Company's Current Report on Form 8-K/A filed on December 1, 2006.

(*)	Filed herewith.
(+)	Management contract or compensatory plan or arrangement required to be filed pursuant to Item 601 of Regulation S-K.

By:	/s/Joseph C. Muscari

	Joseph C. Muscari
	Chairman and Chief Executive Officer